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FARMERS NATIONAL BANC CORP /OH/

For the period ended Jun 30, 2026. Filed Aug 6, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 6, 2026

FMNB$15.42-0.6%Stored close · as of Nov 6, 2026

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Notes to Unaudited Condensed Consolidated Financial Statements

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Principles of Consolidation:

Farmers National Banc Corp. (“Company” or “Farmers”) is a Financial Holding Company registered under the Bank Holding Company Act of1956, as amended. The Company provides full banking services through its nationally chartered subsidiary, The Farmers National Bank of Canfield (“Bank”). The consolidated financial statements also include the accounts of the Bank’s subsidiaries: Farmers National Insurance, LLC (“Insurance”) and Farmers of Canfield Investment Co. (“Investments”). The Company provides trust and retirement consulting services through its subsidiary, Farmers Trust Company (“Trust”), and insurance services through the Bank’s subsidiary, Insurance. The consolidated financial statements include the accounts of the Company, the Bank and its subsidiaries, along with the Trust company. All significant intercompany balances and transactions have been eliminated in the consolidation.

Basis of Presentation:

The unaudited consolidated condensed financial statements have been prepared in conformity with the instructions to Form10-Q and Article10 of Regulation S-X. Accordingly, they donot include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s2025 Annual Report to Shareholders included in the Company’s Annual Report on Form10-K for the year ended* December 31, 2025* (“2025 Form10-K”). The interim consolidated financial statements include all adjustments (consisting of only normal recurring items) that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods presented. The results of operations for the interim periods disclosed herein arenot necessarily indicative of the results that* maybe expected for a full year. Certain items included in the prior period financial statements were reclassified to conform to the current period presentation. There wasno* effect on net income or total stockholders’ equity.

Estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Segments:

The Company provides a broad range of financial services to individuals and companies in northeastern Ohio and western Pennsylvania. Operations are managed and financial performance is primarily aggregated and reported intwo lines of business, the Bank segment and the Trust segment.

Equity:

There are 75,000,000 shares authorized and available for issuance as of* June 30, 2026*. Outstanding shares at* June 30, 2026* were 59,232,793.

Comprehensive Income:

Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on securities available for sale and changes in the funded status of the post-retirement plan, which are recognized as components of stockholders’ equity, net of tax effect.

Updates to Significant Accounting Policies:

New Accounting Standard:

In* November 2025,the FASB issued ASU2025*-08, Financial Instruments—Credit Losses (Topic326*). ASU2025*-08 expands the use of the gross up method to certain acquired loans beyond purchased financial assets with credit deterioration. The ASU applies the gross-up method to acquired non-PCD assets that are purchased seasoned loans ultimately eliminating the Day1 credit loss expense and reducing interest income recognized in subsequent periods. The ASU is effective for interim and annual reporting periods in fiscal years beginning after* December 15, 2026,and is applied on a prospective basis. Early adoption is permitted. This update was adopted by the Company during thefirst* quarter of2026.

7

Business Combinations:

On* March 2, 2026,the Company completed its previously announced merger with Middlefield Banc Corp., an Ohio corporation (“Middlefield”), pursuant to the Agreement and Plan of Merger dated as of October 22, 2025,*between the Company and Middlefield (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) Middlefield merged with and into the Company (the “Merger”), with the Company as the surviving entity in the Merger. Promptly following the consummation of the Merger, The Middlefield Banking Company, the banking subsidiary of Middlefield, merged with and into The Farmers National Bank of Canfield, the national banking subsidiary of the Company (“Farmers Bank”), with Farmers Bank as the surviving bank.

Pursuant to the terms of the Merger Agreement, at the Effective Time of the Merger, each common share, without par value, of Middlefield (“Middlefield Common Shares”) issued and outstanding immediately prior to the Effective Time was converted into the right to receive 2.6 common shares, without par value, of the Company (“Company Common Shares”).No fractional Company Common Shares were issued in the Merger, and Middlefield’s shareholders became entitled to receive cash in lieu of fractional Company Common Shares, which represented a transaction value of approximately $277.4 million based on its closing stock price of $12.93 on* February 27, 2026.*

In accordance with ASC805, the Company expensed $1.1 million and $4.8 million of merger related costs during thethree andsix months ended* June 30, 2026*, respectively. There wereno merger related expenses recorded during thethree andsix months ended* June 30, 2025*. The Company recorded goodwill of $103.9 million as a result of the Merger. Goodwill represents the future economic benefits arising from net assets acquired that arenot individually identified and separately recognized and is attributable to synergies, including the reduction of personnel and overlapping contracts, expected to be derived from the Company’s strategy to enhance and expand its presence. The Merger offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded market area. The goodwill was determinednot to be deductible for income tax purposes.

The following table summarizes the consideration paid for Middlefield and the amounts of the assets acquired and liabilities assumed on the closing date of the Merger.

(In Thousands of Dollars)
Consideration
Cash$8
Stock277,355
Fair value of total consideration transferred$277,363
Fair value of assets acquired
Cash and cash equivalents$64,759
Securities available for sale152,767
Loans, net1,490,843
Premises and equipment22,039
Bank owned life insurance34,078
Core deposit intangible19,826
Current and deferred taxes7,402
Other assets29,821
Total assets acquired1,821,535
Fair value of liabilities assumed
Deposits1,485,792
Short-term borrowings145,000
Long-term borrowings7,223
Accrued interest payable and other liabilities10,089
Total liabilities1,648,104
Net assets acquired$173,431
Goodwill created103,932
Total net assets acquired$277,363

The fair value of net assets acquired includes fair value adjustments to certain receivables that were considered performing as of the effective date of the Merger. The fair value adjustments were determined using the income method, discounted cash flow approach. However, the Company believes that all contractual cash flows related to these financial instruments will be collected. As such, these receivables werenot considered purchase credit deteriorated (“PCD”) at the Merger effective date and werenot subject to the guidance relating to PCD loans. Receivables acquired that werenot subject to these requirements had a fair value and gross contractual amounts receivableof $1.46 billion and $1.48 billion on the date of acquisition.

The fair value of purchased financial assets that were classified as PCD loans are discussed in the Purchased Loans footnote.

8

The following table presents unaudited pro forma information as if the Merger had occurred on* January 1, 2025.The pro forma adjustments give effect to any change in interest income due to the accretion of the discount associated with the fair value adjustments to acquired loans, any change in interest expense due to estimated premium amortization/discount accretion associated with the fair value adjus tment to acquired interest-bearing deposits and long-term debt and the amortization of the core deposit intangible that would have resulted had the deposits been acquired as of January 1, 2025.The pro forma information isnot* indicative of what would have occurred had the Merger occurred as of the beginning of the year prior to the Merger effective date. The pro forma amounts below donot reflect any adjustments to the provision for credit losses for acquired loans, or the Company's expectations as of the date of the pro forma information of further operating cost savings and other business synergies expected to be achieved, including revenue growth as a result of the Merger. As a result, actual amounts differed from the unaudited pro forma information presented.

Three months endedSix Months Ended
(In Thousands of Dollars)June 30, 2026June 30, 2025June 30, 2026June 30, 2025
Net interest income$56,032$53,283$114,444$104,501
Noninterest income14,41315,20029,16327,625
Noninterest expense (1)39,73540,31888,00580,530
Net income (1)(2)24,17421,19945,24240,739

(1) Excludes $1.1 million and $15.6 million in merger expense of both entities for thethree andsix months ended* June 30, 2026*, respectively. No merger costs were recorded for thethree andsix months ended* June 30, 2025*.

(2) Excludes $14.8 million in allowance for credit losses booked in thefirst quarter of2026. There wasnot a similar entry for thesecond quarter of2026 or thethree orsix months ended* June 30, 2025*.

Securities:

The following table summarizes the amortized cost and fair value of the available-for-sale securities portfolio at* June 30, 2026* and* December 31, 2025*, and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss). No allowance for credit losses have been recognized for the securities portfolio at* June 30, 2026* or* December 31, 2025*.

Gross · Gross
Amortized · Unrealized · Unrealized
(In Thousands of Dollars)CostGainsLossesFair Value
U.S. Treasury and U.S. government sponsored entities$104,704$19$(10,213)$94,510
State and political subdivisions714,5962,962(87,139)630,419
Corporate bonds27,820246(471)27,595
Mortgage-backed securities631,434196(83,977)547,653
Collateralized mortgage obligations178,792301(7,361)171,732
Small Business Administration1,9250(136)1,789
Totals$1,659,271$3,724$(189,297)$1,473,698
Gross · Gross
Amortized · Unrealized · Unrealized
(In Thousands of Dollars)CostGainsLossesFair Value
U.S. Treasury and U.S. government sponsored entities$104,737$45$(9,487)$95,295
State and political subdivisions589,2362,632(88,171)503,697
Corporate bonds13,171163(289)13,045
Mortgage-backed securities629,376731(82,973)547,134
Collateralized mortgage obligations186,4941,461(5,739)182,216
Small Business Administration2,2100(140)2,070
Totals$1,525,224$5,032$(186,799)$1,343,457

The proceeds from sales of available-for-sale securities and the associated gains and losses are as follows:

Three Months Ended · Six Months Ended
June 30,June 30,
(In Thousands of Dollars)2026202520262025
Proceeds$0$0$0$23,901
Gross gains0000
Gross losses000(1,334)

9

The amortized cost and fair value of the debt securities portfolio are shown in the table below by expected maturity. Expected maturities* maydiffer from contractual maturities if issuers have the right to call or prepay obligations with or without call, or prepayment penalties. Securitiesnot* due at a single maturity date are shown separately.

(In Thousands of Dollars)Amortized CostFair Value
Maturity
Within one year$1,286$1,298
One to five years106,55099,140
Five to ten years183,181170,404
Beyond ten years556,103481,682
Mortgage-backed, collateralized mortgage obligations and Small Business Administration securities812,151721,174
Total$1,659,271$1,473,698

The following table summarizes the investment securities with unrealized losses for which an allowance for credit losses hasnot been recorded at* June 30, 2026* and* December 31, 2025*, aggregated by major security type and length of time in a continuous unrealized loss position.

Less than 12 Months12 Months or LongerTotal
FairUnrealizedFairUnrealizedFairUnrealized
(In Thousands of Dollars)ValueLossValueLossValueLoss
U.S. Treasury and U.S. government sponsored entities$1,166$(9)$92,442$(10,204)$93,608$(10,213)
State and political subdivisions95,438(3,433)406,107(83,706)501,545(87,139)
Corporate bonds14,899(244)5,345(227)20,244(471)
Mortgage-backed securities102,486(1,716)407,276(82,261)509,762(83,977)
Collateralized mortgage obligations68,206(1,649)71,540(5,712)139,746(7,361)
Small Business Administration001,789(136)1,789(136)
Total$282,195$(7,051)$984,499$(182,246)$1,266,694$(189,297)
Less than 12 Months12 Months or LongerTotal
FairUnrealizedFairUnrealizedFairUnrealized
(In Thousands of Dollars)ValueLossValueLossValueLoss
U.S. Treasury and U.S. government sponsored entities$100$0$93,211$(9,487)$93,311$(9,487)
State and political subdivisions6,302(1,360)432,053(86,811)438,355(88,171)
Corporate bonds2,962(44)6,293(245)9,255(289)
Mortgage-backed securities48,965(313)437,859(82,660)486,824(82,973)
Collateralized mortgage obligations50,887(621)69,006(5,118)119,893(5,739)
Small Business Administration002,070(140)2,070(140)
Total$109,216$(2,338)$1,040,492$(184,461)$1,149,708$(186,799)

As of* June 30, 2026*, the Company’s security portfolio consisted of 1,069 securities,829 of which were in an unrealized loss position. The treasury, agency, mortgage-backed securities, collateralized mortgage obligations and small business administration securities that the Company owns are all issued by government sponsored entities and therefore containno potential for credit loss. The Company doesnot consider any of its available-for-sale securities with unrealized losses to be attributable to credit-related factors, as the unrealized losses have occurred as a result of changes in noncredit related factors such as changes in interest rates, market spreads and market conditions subsequent to purchase,not credit deterioration. The vast majority of the Company's state and political subdivisions holdings are of high credit quality and are rated AA or higher. In addition, management has both the ability and intent to hold the securities for a period of time sufficient to allow for the recovery in fair value. As of* June 30, 2026*, the Company hasnot recorded an allowance for credit losses on available for sale (“AFS”) securities.

At* December 31, 2025*, the Company’s security portfolio consisted of 899 securities,716 of which were in an unrealized loss position. The treasury, agency, mortgage-backed securities, collateralized mortgage obligations and small business administration securities that the Company owns are all issued by government sponsored entities and therefore containno potential for credit loss. At* December 31, 2025,the Company didnot* consider any of its available-for-sale securities with unrealized losses to be attributable to credit-related factors, as the unrealized losses have occurred as a result of changes in noncredit related factors such as changes in interest rates, market spreads and market conditions subsequent to purchase,not credit deterioration. The vast majority of the Company's state and political subdivisions holdings are of high credit quality and are rated AA or higher. In addition, management had both the ability and intent to hold the securities for a period of time sufficient to allow for the recovery in fair value. At* December 31, 2025*, the Company hadnot recorded an allowance for credit losses on AFS securities.

10

Equity Securities

The Company also holds equity securities which include $15.9 million in Small Business Investment Company (“SBIC”) partnership investments as well as $901,000 in local and regional bank holdings and other miscellaneous equity funds at* June 30, 2026*. At* December 31, 2025*, the Company held $15.5 million in SBIC investments and $370,000 in local and regional bank holdings and other miscellaneous equity funds. These investments are held at modified cost and any changes in the modified costs are recognized in income in both2026 and2025.

Loans:

Loan balances were as follows:

(In Thousands of Dollars)June 30, 2026December 31, 2025
Commercial real estate
Owner occupied$627,421$393,061
Non-owner occupied1,016,924710,468
Farmland228,228211,370
Other378,388294,587
Commercial
Commercial and industrial592,431340,224
Agricultural56,79954,195
Residential real estate
1-4 family residential1,230,110850,300
Home equity lines of credit360,685181,544
Consumer
Indirect239,209231,242
Direct21,37516,483
Other12,30610,070
Total loans$4,763,876$3,293,544
Net deferred loan costs12,60111,169
Allowance for credit losses(53,285)(36,811)
Net loans$4,723,192$3,267,902

11

Allowance for credit loss activity

The following tables present the activity in the allowance for credit losses by portfolio segment for thethree andsix month periods ended* June 30, 2026and2025*:

Three Months Ended June 30, 2026**

Commercial · Residential
(In Thousands of Dollars)Real EstateCommercialReal EstateConsumerTotal
Allowance for credit losses
Beginning balance$30,049$8,041$11,331$5,263$54,684
(Credit) Provision for credit losses1,747(111)(257)6952,074
Initial allowance on purchased seasoned loans016000160
Loans charged off(3,125)(188)(69)(421)(3,803)
Recoveries0484775170
Total ending allowance balance$28,671$7,950$11,052$5,612$53,285

Six Months Ended June 30, 2026**

Commercial · Residential
(In Thousands of Dollars)Real EstateCommercialReal EstateConsumerTotal
Allowance for credit losses
Beginning balance$20,064$4,536$7,241$4,970$36,811
(Credit) Provision for credit losses(24)218(244)1,1111,061
Initial allowance on loans purchased with credit deterioration3,3806001503,995
Initial allowance on purchased seasoned loans8,3772,9064,10211015,495
Loans charged off(3,126)(479)(152)(775)(4,532)
Recoveries016990196455
Total ending allowance balance$28,671$7,950$11,052$5,612$53,285

Three Months Ended June 30, 2025**

Commercial · Residential
(In Thousands of Dollars)Real EstateCommercialReal EstateConsumerTotal
Allowance for credit losses
Beginning balance$19,480$4,383$7,065$4,621$35,549
(Credit) Provision for credit losses2,1499011913453,586
Loans charged off(22)(341)(58)(327)(748)
Recoveries203012114176
Total ending allowance balance$21,627$4,973$7,210$4,753$38,563

Six Months Ended June 30, 2025**

Commercial · Residential
(In Thousands of Dollars)Real EstateCommercialReal EstateConsumerTotal
Allowance for credit losses
Beginning balance$19,259$4,628$7,271$4,705$35,863
(Credit) Provision for credit losses2,412776(43)4633,608
Loans charged off(66)(654)(77)(649)(1,446)
Recoveries2222359234538
Total ending allowance balance$21,627$4,973$7,210$4,753$38,563

The cumulative loss rate used as the basis for the estimate of credit losses is comprised of the Company's historical loss experience from* December 31, 2011to June 30, 2026*. As of* June 30, 2026*, the Company expects that the markets in which it operates will experience minimal changes to economic conditions, stable trend in unemployment rate, and an increased trend of delinquencies. Management adjusted historical loss experience for these expectations.No reversion adjustments were necessary, as the starting point for the Company's estimate was a cumulative loss rate covering the expected contractual term of the portfolio. While there are many factors that go into the calculation of the allowance for credit losses, the change in the balances from* June 30, 2025* to* June 30, 2026*, is largely attributed to the Middlefield Merger. The increase related to the Middlefield Merger was partially offset by charge offs related to the settlement or sale of the debt or collateral associated withtwo commercial real estate non-owner occupied relationships andone multifamily relationship, and improving loss ratios of various loan portfolio segments.

12

The following tables present the amortized cost basis of loans on nonaccrual status and loans past due over89 days still accruing as of* June 30, 2026* and* December 31, 2025*:

Nonaccrual withNonaccrual withLoans past due
no allowancean allowanceover 89 days
(In Thousands of Dollars)for credit lossfor credit lossstill accruing
Commercial real estate
Owner occupied$4,196$2,580$0
Non-owner occupied2,22710,5760
Farmland01,8130
Other4911,0410
Commercial
Commercial and industrial11,4543,6510
Agricultural01780
Residential real estate
1-4 family residential1,6512,543295
Home equity lines of credit4878020
Consumer
Indirect275030
Direct0240
Other0970
Total loans$20,533$23,808$295
Nonaccrual withNonaccrual withLoans past due
no allowancean allowanceover 89 days
(In Thousands of Dollars)for credit lossfor credit lossstill accruing
Commercial real estate
Owner occupied$1,346$207$0
Non-owner occupied2,40810,7760
Farmland01,9170
Other1,09300
Commercial
Commercial and industrial02,77882
Agricultural01590
Residential real estate
1-4 family residential1,0952,329271
Home equity lines of credit4246890
Consumer
Indirect614620
Direct0210
Other9700
Total loans$6,524$19,338$353

There wereno loans that were held for sale and in nonaccrual status for the periods ending* June 30, 2026* and* December 31, 2025*.

13

The following tables present the amortized cost basis of collateral-dependent loans by class of loans as of* June 30, 2026* and* December 31, 2025*:

(In Thousands of Dollars)Real EstateBusiness AssetsVehiclesCash
Commercial real estate
Owner occupied$6,548$0$0$0
Non-owner occupied27,567000
Farmland1,821000
Other1,552000
Commercial
Commercial and industrial014,51000
Agricultural0800
Residential real estate
1-4 family residential2,851000
Home equity lines of credit889000
Consumer
Indirect00670
Direct0010
Other97000
Total loans$41,325$14,518$68$0
(In Thousands of Dollars)Real EstateBusiness AssetsVehiclesCash
Commercial real estate
Owner occupied$1,346$0$0$0
Non-owner occupied24,235000
Farmland1,872000
Other1,093000
Commercial
Commercial and industrial02,35200
Agricultural0000
Residential real estate
1-4 family residential2,411000
Home equity lines of credit944000
Consumer
Indirect001020
Direct0040
Other97000
Total loans$31,998$2,352$106$0

14

The following tables present the aging of the amortized cost basis in past due loans as of* June 30, 2026* and* December 31, 2025* by class of loans.

90 Days
or More
30-59 Days · 60-89 Days · Past Due · Total · Loans Not
(In Thousands of Dollars)Past DuePast Dueand NonaccrualPast DuePast DueTotal
Commercial real estate
Owner occupied$697$506$6,776$7,979$619,288$627,267
Non-owner occupied4837812,80313,2291,003,3451,016,574
Farmland18261,8132,001226,078228,079
Other99101,5322,523375,186377,709
Commercial
Commercial and industrial1,09922715,10516,431577,624594,055
Agricultural1705517840357,38057,783
Residential real estate
1-4 family residential9,3312,0894,48915,9091,215,3591,231,268
Home equity lines of credit4162101,2891,915359,128361,043
Consumer
Indirect1,6406805302,850246,077248,927
Direct456247521,38721,462
Other9219719012,12012,310
Total loans$14,711$4,158$44,636$63,505$4,712,972$4,776,477
90 Days
or More
30-59 Days · 60-89 Days · Past Due · Total · Loans Not
(In Thousands of Dollars)Past DuePast Dueand NonaccrualPast DuePast DueTotal
Commercial real estate
Owner occupied$419$1,018$1,553$2,990$389,881$392,871
Non-owner occupied8013,18413,192696,884710,076
Farmland1161631,9172,196209,035211,231
Other001,0931,093292,915294,008
Commercial
Commercial and industrial1,0641742,8604,098337,639341,737
Agricultural2353015942454,66555,089
Residential real estate
1-4 family residential9,8481,1223,69514,665836,515851,180
Home equity lines of credit75541,1131,242180,544181,786
Consumer
Indirect2,0904705233,083237,027240,110
Direct377216516,48616,551
Other170971149,96010,074
Total loans$13,909$3,038$26,215$43,162$3,261,551$3,304,713

15

Loan Restructurings

The Company evaluates all loan restructurings according to the accounting guidance for loan modifications to determine if the restructuring results in a new loan or a continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and combinations of the listed modifications. Therefore, the disclosures related to loan restructurings are only for modifications that directly affect cash flows.

Any restructuring of a loan in which the borrower has experienced financial difficulty and the terms of the loan are more favorable than would generally be considered for borrowers with the same credit characteristics would be individually evaluated. Otherwise, the restructured loan remains in the appropriate segment in the ACL model.

The following table presents the amortized cost basis of loans that were both experiencing financial difficulty and modified during thethree andsix months ended* June 30, 2026* and* June 30, 2025*, by class and 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:

Three Months Ended June 30, 2026Amortized Cost
(In Thousands of Dollars)Payment DeferralTerm ExtensionInterest Rate ReductionCombination Payment Deferral and Interest Rate ReductionCombination Payment Deferral and Term ExtensionTotal% of Total Class of Financing Receivable
Commercial real estate
Non-owner occupied$0$0$0$0$2,777$2,7770.27%
Residential real estate
1-4 family residential000410410.00%
Total modifications to borrowers experiencing financial difficulty$0$0$0$41$2,777$2,8180.06%
Six Months Ended June 30, 2026Amortized Cost
(In Thousands of Dollars)Payment DeferralTerm ExtensionInterest Rate ReductionCombination Payment Deferral and Interest Rate ReductionCombination Payment Deferral and Term ExtensionTotal% of Total Class of Financing Receivable
Commercial real estate
Non-owner occupied$4,321$0$0$0$2,777$7,0980.70%
Residential real estate
1-4 family residential000790$790.01%
Total modifications to borrowers experiencing financial difficulty$4,321$0$0$79$2,777$7,1770.15%
Three Months Ended June 30, 2025Amortized Cost
(In Thousands of Dollars)Payment DeferralTerm ExtensionInterest Rate ReductionCombination Term Extension and Interest Rate ReductionTotal% of Total Class of Financing Receivable
Commercial real estate
Non-owner occupied$0$11,128$0$0$11,1280.02%
Commercial
Commercial and industrial00058580.00%
Residential real estate
1-4 family residential1030001030.00%
Home equity lines of credit00075750.00%
Total modifications to borrowers experiencing financial difficulty$103$11,128$0$133$11,3640.00%
Six Months Ended June 30, 2025Amortized Cost
Payment DeferralTerm ExtensionInterest Rate ReductionCombination Term Extension and Interest Rate ReductionTotal% of Total Class of Financing Receivable
(In Thousands of Dollars)
Commercial real estate
Non-owner occupied$0$11,128$0$0$11,1280.02%
Commercial
Commercial and industrial12400581820.00%
Residential real estate
1-4 family residential1030001030.00%
Home equity lines of credit014075890.00%
Total modifications to borrowers experiencing financial difficulty$227$11,142$0$133$11,5020.00%

16

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty during thethree andsix months ended* June 30, 2026* and* June 30, 2025*:

Payment Deferral · Interest Rate Reduction · Term Extension
Weighted-Average · Weighted-Average Contractual Interest Rate · Weighted-Average Years
Principal DeferredFromToAdded to the Life
Commercial real estate
Non-owner occupied$451
Residential real estate
1-4 family residential5.250%5.000%10
Payment Deferral · Interest Rate Reduction · Term Extension
Weighted-Average · Weighted-Average Contractual Interest Rate · Weighted-Average Years
Principal DeferredFromToAdded to the Life
Commercial real estate
Non-owner occupied$641
Residential real estate
1-4 family residential$55.976%4.032%10
Payment Deferral · Interest Rate Reduction · Term Extension
Weighted-Average · Weighted-Average Contractual Interest Rate · Weighted-Average Years
Principal DeferredFromToAdded to the Life
Commercial real estate
Non-owner occupied$01
Commercial
Commercial and industrial10.25%8.00%6
Residential real estate
1-4 family residential6
Home Equity Lines of Credit7.75%4.00%10
Payment Deferral · Interest Rate Reduction · Term Extension
Weighted-Average · Weighted-Average Contractual Interest Rate · Weighted-Average Years
Principal DeferredFromToAdded to the Life
Commercial real estate
Non-owner occupied$01
Commercial
Commercial and industrial$11210.25%8.00%6
Residential real estate
1-4 family residential6
Home Equity Lines of Credit7.75%4.00%9

17

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified in thethree andsix months ended* June 30, 2026* and* June 30, 2025*:

Three Months Ended June 30, 2026Payment status (Amortized cost Basis)
30-8990+
(In Thousands of Dollars)CurrentDays past dueDays past due
Accrual restructured loans
Commercial real estate
Non-owner occupied$2,777$0$0
Residential real estate
1-4 family residential4100
Total accruing restructured loans$2,818$0$0
Nonaccrual restructured loans
Commercial real estate
Non-owner occupied$0$0$0
Residential real estate
1-4 family residential000
Total nonaccrual restructured loans$0$0$0
Total restructured loans$2,818$0$0
Six Months Ended June 30, 2026Payment status (Amortized cost Basis)
30-8990+
(In Thousands of Dollars)CurrentDays past dueDays past due
Accrual restructured loans
Commercial real estate
Non-owner occupied$2,777$0$0
Residential real estate
1-4 family residential4100
Total accruing restructured loans$2,818$0$0
Nonaccrual restructured loans
Commercial real estate
Non-owner occupied$4,321$0$0
Residential real estate
1-4 family residential0380
Total nonaccrual restructured loans$4,321$38$0
Total restructured loans$7,139$38$0

18

Three Months Ended June 30, 2025Payment status (Amortized cost Basis)
30-8990+
(In Thousands of Dollars)CurrentDays past dueDays past due
Accrual restructured loans
Commercial real estate
Non-owner occupied$11,128$0$0
Residential real estate
1-4 family residential103
Home equity lines of credit7500
Total accruing restructured loans$11,306$0$0
Nonaccrual restructured loans
Commercial5800
Commercial and industrial
Total nonaccrual restructured loans$58$0$0
Total restructured loans$11,364$0$0
Six Months Ended June 30, 2025Payment status (Amortized cost Basis)
30-8990+
(In Thousands of Dollars)CurrentDays past dueDays past due
Accrual restructured loans
Commercial real estate
Non-owner occupied$11,128$0$0
Residential real estate
1-4 family residential103
Home equity lines of credit8900
Total accruing restructured loans$11,320$0$0
Nonaccrual restructured loans
Commercial
Commercial and industrial$58$124
Residential real estate
Home equity lines of credit000
Total nonaccrual restructured loans$58$0$124
Total restructured loans$11,378$0$124

19

As of* June 30, 2026*, the Company hadno commitments to lend any additional funds on restructured loans.

The following table presents the amortized cost basis of loans that had a payment default during thethree andsix months ended* June 30, 2026* and* June 30, 2025*, and were modified in thetwelve months prior to that default to borrowers experiencing financial difficulty. For purposes of this disclosure a default occurs when within12 months of the original modification, a loan is30 days contractually past due under the modified terms:

Three Months Ended June 30, 2026Amortized Cost
Combination · Combination
Term Extension · Principal Deferral
PaymentTermInterest Rateand Interest Rateand Interest Rate
(In Thousands of Dollars)DeferralExtensionReductionReductionReduction
Commercial real estate
Other$109$0$472$0$43
Residential real estate
1-4 family residential$0$0$0$0$38
Total modifications to borrowers experiencing financial difficulty$109$0$472$0$81
Six Months Ended June 30, 2026Amortized Cost
Combination · Combination
Term Extension · Principal Deferral
PaymentTermInterest Rateand Interest Rateand Interest Rate
(In Thousands of Dollars)DeferralExtensionReductionReductionReduction
Commercial real estate
Other$109$0$472$0$43
Residential real estate
1-4 family residential10200038
Total modifications to borrowers experiencing financial difficulty$211$0$472$0$81
Three Months Ended June 30, 2025Amortized Cost
Combination
Term Extension
PaymentTermInterest Rateand Interest Rate
(In Thousands of Dollars)DeferralExtensionReductionReduction
Commercial
Commercial and industrial$0$0$0$0
Residential real estate
1-4 family residential0000
Home equity lines of credit0000
Total modifications to borrowers experiencing financial difficulty$0$0$0$0
Six Months Ended June 30, 2025Amortized Cost
Combination
Term Extension
PaymentTermInterest Rateand Interest Rate
(In Thousands of Dollars)DeferralExtensionReductionReduction
Commercial
Commercial and industrial$124$0$0$0
Residential real estate
1-4 family residential0000
Home equity lines of credit00019
Total modifications to borrowers experiencing financial difficulty$124$0$0$19

Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance of the credit losses is adjusted by the same amount.

20

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company establishes a risk rating at origination for all commercial loan and commercial real estate relationships. For relationships over $3 million, management monitors the loans on an ongoing basis for any changes in the borrower’s ability to service their debt and affirm their risk ratings. The Company uses the following definitions for risk ratings:

**Special Mention.Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses mayresult in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. Special mention assets arenot adversely classified and donot expose an institution to sufficient risk to warrant adverse classification.

**Substandard.**Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. Substandard loans are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies arenot corrected.

Doubtful. Loans classified as 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 existing 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.

The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. For residential, consumer indirect and direct loan classes, the Company evaluates credit quality based on the aging status of the loan and by payment activity. Nonperforming loans are loans past due90 days and still accruing interest and nonaccrual loans.

21

The following table presents total loans by risk categories and year of origination:

Term Loans Amortized Cost Basis by Origination Year
(In Thousands of Dollars) · Revolving
As of June 30, 202620262025202420232022PriorLoansTotal
Commercial real estate - Owner occupied:
Risk Rating
Pass$28,203$95,324$92,018$73,558$62,545$245,357$6,572$603,577
Special mention02,3309154,6113462,530010,732
Substandard0004,1964,3524,410012,958
Total commercial real estate - Owner occupied loans$28,203$97,654$92,933$82,365$67,243$252,297$6,572$627,267
Commercial real estate - Owner Occupied: Current period gross write-offs$0$0$0$0$0$1$0$1
Commercial real estate - Non-owner occupied:
Risk Rating
Pass$33,081$93,613$98,245$102,825$186,119$444,325$14,167$972,375
Special mention00003263,8142904,430
Substandard001,76002,40733,390037,557
Doubtful00002,212002,212
Total commercial real estate - Non-owner occupied loans$33,081$93,613$100,005$102,825$191,064$481,529$14,457$1,016,574
Commercial real estate - Non-owner occupied: Current period gross write-offs$0$0$467$0$0$2,658$0$3,125
Commercial real estate - Farmland:
Risk Rating
Pass$13,856$19,423$22,689$18,040$35,378$108,322$8,270$225,978
Special mention00000000
Substandard0001,821028002,101
Total commercial real estate - Farmland loans$13,856$19,423$22,689$19,861$35,378$108,602$8,270$228,079
Commercial real estate - Farmland: Current period gross write-offs$0$0$0$0$0$0$0$0
Commercial real estate - Other:
Risk Rating
Pass$19,940$74,335$65,527$74,092$47,231$59,670$16,003$356,798
Special mention0002,059015602,215
Substandard02,941010,7493,4993941,11318,696
Total commercial real estate - Other loans$19,940$77,276$65,527$86,900$50,730$60,220$17,116$377,709
Commercial real estate - Other: Current period gross write-offs$0$0$0$0$0$0$0$0

22

Term Loans Amortized Cost Basis by Origination Year (Continued)
(In Thousands of Dollars) · Revolving
As of June 30, 202620262025202420232022PriorLoansTotal
Commercial - Commercial and industrial:
Risk Rating
Pass$72,854$96,411$83,046$67,407$44,310$45,119$159,872$569,019
Special mention01530002345,8006,187
Substandard09515,0123,1276,4662,2411,05218,849
Total commercial - Commercial and industrial loans$72,854$97,515$88,058$70,534$50,776$47,594$166,724$594,055
Commercial - Commercial and industrial: Current period gross write-offs$0$86$57$32$91$207$0$473
Commercial - Agricultural:
Risk Rating
Pass$6,953$10,743$5,753$6,659$6,545$2,567$18,380$57,600
Special mention00000000
Substandard00270311250183
Total commercial - Agricultural loans$6,953$10,743$5,780$6,659$6,576$2,692$18,380$57,783
Commercial - Agricultural: Current period gross write-offs$0$0$0$0$3$3$0$6
Residential real estate - 1-4 family residential:
Payment Performance
Performing$69,684$158,928$125,711$104,463$185,463$577,412$5,118$1,226,779
Nonperforming010701818673,33404,489
Total residential real estate - 1-4 family residential loans$69,684$159,035$125,711$104,644$186,330$580,746$5,118$1,231,268
Residential real estate - 1-4 family residential: Current period gross write-offs$0$0$0$0$23$45$0$68
Residential real estate - Home equity lines of credit:
Payment Performance
Performing$0$139$482$142$656$11,762$346,573$359,754
Nonperforming0783316439661801,289
Total residential real estate - Home equity lines of credit loans$0$217$515$306$1,052$12,380$346,573$361,043
Residential real estate - Home equity lines of credit: Current period gross write-offs$0$0$0$33$0$51$0$84

23

Term Loans Amortized Cost Basis by Origination Year (Continued)
(In Thousands of Dollars) · Revolving
As of June 30, 202620262025202420232022PriorLoansTotal
Consumer - Indirect:
Payment Performance
Performing$54,938$66,861$44,354$30,304$23,148$28,792$0$248,397
Nonperforming09483731091710530
Total consumer - Indirect loans$54,938$66,955$44,437$30,377$23,257$28,963$0$248,927
Consumer - Indirect: Current period gross write-offs$0$70$90$78$19$403$0$660
Consumer - Direct:
Payment Performance
Performing$3,082$4,322$1,806$1,178$663$10,387$0$21,438
Nonperforming0810141024
Total consumer - Direct loans$3,082$4,330$1,807$1,178$677$10,388$0$21,462
Consumer - Direct: Current period gross write-offs$0$0$6$2$14$10$0$32
Consumer - Other:
Payment Performance
Performing$0$0$0$0$0$566$11,647$12,213
Nonperforming0000970097
Total consumer - Other loans$0$0$0$0$97$566$11,647$12,310
Consumer - Other: Current period gross write-offs$0$0$0$0$0$3$80$83

24

Term Loans Amortized Cost Basis by Origination Year
(In Thousands of Dollars) · Revolving
As of December 31, 202520252024202320222021PriorLoansTotal
Commercial real estate - Owner occupied:
Risk Rating
Pass$54,226$47,332$49,344$40,512$55,333$133,226$3,195$383,168
Special mention06484,72901,0697406,520
Substandard001,34643011,40603,183
Total commercial real estate - Owner occupied loans$54,226$47,980$55,419$40,942$56,403$134,706$3,195$392,871
Commercial real estate - Owner Occupied: Current period gross write-offs$0$0$0$0$22$75$0$97
Commercial real estate - Non-owner occupied:
Risk Rating
Pass$79,473$71,707$47,336$115,103$75,125$257,596$20,072$666,412
Special mention0003,12604,1032157,444
Substandard0211241,87010,52821,812034,355
Doubtful00001,865001,865
Total commercial real estate - Non-owner occupied loans$79,473$71,728$47,460$120,099$87,518$283,511$20,287$710,076
Commercial real estate - Non-owner occupied: Current period gross write-offs$0$0$0$1,970$0$0$0$1,970
Commercial real estate - Farmland:
Risk Rating
Pass$20,347$19,990$20,478$35,611$16,728$91,987$3,568$208,709
Substandard001,872035229802,522
Total commercial real estate - Farmland loans$20,347$19,990$22,350$35,611$17,080$92,285$3,568$211,231
Commercial real estate - Farmland: Current period gross write-offs$0$0$0$0$0$44$0$44
Commercial real estate - Other:
Risk Rating
Pass$62,052$50,127$48,815$65,170$23,895$24,391$1,351$275,801
Special mention009,279001,364010,643
Substandard2,96509813,4961121007,564
Total commercial real estate - Other loans$65,017$50,127$59,075$68,666$24,007$25,765$1,351$294,008
Commercial real estate - Other: Current period gross write-offs$0$0$0$2,454$0$0$0$2,454

25

Term Loans Amortized Cost Basis by Origination Year (Continued)
(In Thousands of Dollars) · Revolving
As of December 31, 202520252024202320222021PriorLoansTotal
Commercial - Commercial and industrial:
Risk Rating
Pass$65,564$63,502$52,078$38,843$11,342$19,002$80,655$330,986
Special mention0002,15825302,0504,461
Substandard8210212,6127191,1631,5576,290
Total commercial - Commercial and industrial loans$65,572$63,712$52,099$43,613$12,314$20,165$84,262$341,737
Commercial - Commercial and industrial: Current period gross write-offs$345$122$230$311$127$116$28$1,279
Commercial - Agricultural:
Risk Rating
Pass$11,929$6,738$8,151$8,058$2,502$1,028$16,523$54,929
Special mention00000000
Substandard03202018900160
Total commercial - Agricultural loans$11,929$6,770$8,151$8,078$2,520$1,118$16,523$55,089
Commercial - Agricultural: Current period gross write-offs$0$114$16$38$26$18$0$212
Residential real estate - 1-4 family residential:
Payment Performance
Performing$90,911$88,021$58,641$142,333$140,411$323,056$4,112$847,485
Nonperforming003965742382,48703,695
Total residential real estate - 1-4 family residential loans$90,911$88,021$59,037$142,907$140,649$325,543$4,112$851,180
Residential real estate - 1-4 family residential: Current period gross write-offs$0$0$0$0$150$67$0$217
Residential real estate - Home equity lines of credit:
Payment Performance
Performing$0$24$135$296$211$4,963$175,044$180,673
Nonperforming007438066801,113
Total residential real estate - Home equity lines of credit loans$0$24$142$734$211$5,631$175,044$181,786
Residential real estate - Home equity lines of credit: Current period gross write-offs$0$0$10$28$0$13$0$51

26

Term Loans Amortized Cost Basis by Origination Year (Continued)
(In Thousands of Dollars) · Revolving
As of December 31, 202520252024202320222021PriorLoansTotal
Consumer - Indirect:
Payment Performance
Performing$78,564$55,727$38,329$30,359$15,556$21,052$0$239,587
Nonperforming2125101102861070523
Total consumer - Indirect loans$78,566$55,852$38,430$30,461$15,642$21,159$0$240,110
Consumer - Indirect: Current period gross write-offs$22$191$93$40$93$489$0$928
Consumer - Direct:
Payment Performance
Performing$4,010$1,580$1,280$871$647$8,142$0$16,530
Nonperforming0004017021
Total consumer - Direct loans$4,010$1,580$1,280$875$647$8,159$0$16,551
Consumer - Direct: Current period gross write-offs$0$6$16$9$0$28$0$59
Consumer - Other:
Payment Performance
Performing$0$0$0$4$64$418$9,491$9,977
Nonperforming0009700097
Total consumer - Other loans$0$0$0$101$64$418$9,491$10,074
Consumer - Other: Current period gross write-offs$0$1$5$0$1$189$0$196

For the periods ending* June 30, 2026* and* December 31, 2025*, there wereno loans that were held for sale and in nonaccrual status. In the1-4 family residential real estate portfolio at* June 30, 2026*, other real estate owned and foreclosure properties were $72,000 and $1.48 million, respectively. In the1-4 family residential real estate portfolio at* December 31, 2025*, other real estate owned and foreclosure properties were $52,000 and $506,000, respectively.

The Company follows ASU2016-13 to calculate the allowance for credit losses which requires projecting credit losses over the lifetime of the credits. The ACL is adjusted through the provision for credit losses and reduced by net charge offs of loans. Although the Company has a diversified loan portfolio, the credit risk in the loan portfolio is largely influenced by general economic conditions and trends of the counties and markets in which the debtors operate, and the resulting impact on the operations of borrowers or on the value of any underlying collateral.

The credit loss estimation process involves procedures that consider the unique characteristics of the Company’s loan portfolio segments. These segments are disaggregated into the loan pools for monitoring. A model of risk characteristics, such as loss history and delinquency experience, trends in past due and non-performing loans, as well as existing economic conditions and supportable forecasts are used to determine credit loss assumptions.

The Company usestwo methodologies to analyze loan pools. The cohort method and the probability of default/loss given default (“PD/LGD”). Cohort relies on the creation of cohorts to capture loans that qualify for a particular segment, as of a point in time. Those loans are then tracked over their remaining lives to determine their loss experience. The Company aggregates financial assets on the basis of similar risk characteristics when evaluating loans on a collective basis. Those characteristics include, but arenot limited to, internal or external credit score, risk ratings, financial asset, loan type, collateral type, size, effective interest rate, term, or geographical location. The Company uses cohort primarily for consumer loan portfolios.

The probability of default portion of PD/LGD is defined by the Company as90 days past due, placed on non-accrual, loan restructuring for borrowers experiencing financial difficulty or is partially, or wholly, charged-off. Typically, aone-year time period is used to assess probability of default (“PD”). PD can be measured and applied using various risk criteria. Risk rating isone common way to apply PDs. Loss given default (“LGD”) is to determine the percentage of loss by facility or collateral type. LGD estimates can sometimes be driven, or influenced, by product type, industry or geography. The Company uses PD/LGD primarily for commercial loan portfolios.

27

The following table presents the loan pools and the associated methodology used during the calculation of the allowance for credit losses in2026.

Portfolio SegmentsLoan PoolMethodologyLoss Drivers
Residential real estate1-4 Family Residential Real Estate - 1st LiensCohortCredit Loss History
1-4 Family Residential Real Estate - 2nd LiensCohortCredit Loss History
Home Equity Lines of CreditHome Equity Lines of CreditCohortCredit Loss History
Consumer FinanceCash ReservesCohortCredit Loss History
DirectCohortCredit Loss History
IndirectCohortCredit Loss History
CommercialCommercial and IndustrialPD/LGDCredit Loss History
AgriculturalPD/LGDCredit Loss History
MunicipalPD/LGDCredit Loss History
Commercial real estateOwner OccupiedPD/LGDCredit Loss History
Non-Owner OccupiedPD/LGDCredit Loss History
MultifamilyPD/LGDCredit Loss History
FarmlandPD/LGDCredit Loss History
ConstructionPD/LGDCredit Loss History

According to the accounting standard, an entity* maymake an accounting policy electionnot* to measure an allowance for credit losses for accrued interest receivable if the entity writes off the applicable accrued interest receivable balance in a timely manner. The Company has made the accounting policy electionnot to measure an allowance for credit losses for accrued interest receivables for all loan segments. Current policy dictates that a loan will be placed on nonaccrual status, with the current accrued interest receivable balance being written off, upon the loan being90 days delinquent or when the loan is deemed to be collateral dependent and the collateral analysis shows insufficient collateral coverage based on a current assessment of the value of the collateral.

In addition, ASU Topic326 requires the Company to establish a liability for anticipated credit losses for unfunded commitments. To accomplish this, the Company mustfirst establish a loss expectation for extended (funded) commitments. This loss expectation, expressed as a ratio to the amortized cost basis, is then applied to the portion of unfunded commitmentsnot considered unilaterally cancelable, and considered by the company’s management as likely to fund over the life of the instrument. At* June 30, 2026*, the Company had $1.07 billion in unfunded commitments and set aside $2.25 million in anticipated credit losses. At* December 31, 2025*, the Company had $710 million in unfunded commitments and set aside $1.34 million in anticipated credit losses. The $305 million increase in unfunded commitments and $561,000 increase in the reserve for anticipated credit losses is attributed to the Middlefield Merger. The remaining $58 million increase in unfunded commitments and $342,000 increase in the reserve for anticipated credit loss is attributed to growth experienced in Commercial Real Estate Construction, Residential Construction and Commercial and Industrial. This reserve is recorded in other liabilities as opposed to the ACL.

The determination of the ACL is complex and the Company makes decisions on the effects of factors that are inherently uncertain. Evaluations of the loan portfolio and individual credits require certain estimates, assumptions and judgments as to the facts and circumstances related to particular situations or credits. The ACL was $53.3 million at* June 30, 2026* and $36.8 million at* December 31, 2025*. The increase of $16.5 million was due to the Day1 reserve related to the Middlefield Merger that was partially offset by the release of reserves attributed to the reduction of the organic loan portfolio, charge offs related to the settlement or sale of the debt or collateral oftwo commercial real estate non-owner occupied relationships, and improvement in the Company's qualitative factors related to growth and staffing.

Purchased Loans

As a result of the Middlefield Merger, the Company acquired $1.49 billion in loans.

Par value of acquired loans at acquisition$1,531,402
Net purchase discount(21,229)
Allowance for credit losses of PCD loans(3,995)
Allowance for credit losses of PSLs(15,335)
Purchase price of loans at acquisition$1,490,843

Under ASU Topic326, when loans are obtained through a business combination accounted for using the acquisition method in accordance with ASC805 and arenot purchase credit deteriorated (“PCD”), they are accounted for as purchased seasoned loans (“PSL”). PCD loans have evidence of more than insignificant deterioration of credit. PCD loans and PSLs acquired in a transaction are marked to fair value and a mark on yield is recorded. In addition, an adjustment is made to the ACL for the expected loss on the acquisition date. PCD loans are assessed on a regular basis and subsequent adjustments to the ACL are recorded on the income statement. During2026, the Company acquired PCD loans with a fair value of $41.2 million, credit discount of $4.0 million and noncredit discount of $5.3 million. The outstanding balance at* June 30, 2026* and related allowance on PCD loans is as follows:

June 30, 2026December 31, 2025
(In Thousands of Dollars)Loan BalanceACL BalanceLoan BalanceACL Balance
Commercial real estate
Owner Occupied$10,353$516$258$9
Non-owner Occupied22,1741,03825,6901,428
Farmland0000
Other1,5835400
Commercial
Commercial and industrial16,84646950925
Agricultural885886
Residential real estate
1-4 family residential1,89578944
Home equity lines of credit436300
Total$53,375$2,092$27,439$1,472

28

Revenue from Contracts with Customers:

All material revenue from contracts with customers in the scope of ASC606 is recognized within noninterest income. ASC606 rules govern the disclosure of revenue tied to contracts. The following table presents the Company’s noninterest income by revenue stream and reportable segment, net of eliminations, for thethree andsix months ended* June 30, 2026and2025*.

Trust · Bank
(In Thousands of Dollars)SegmentSegmentTotals
Service charges on deposit accounts$0$2,434$2,434
Debit card and EFT fees02,5612,561
Trust fees3,08903,089
Insurance agency commissions01,4851,485
Retirement plan consulting fees9540954
Investment commissions01,0441,044
Other (outside the scope of ASC 606)02,8462,846
Total noninterest income$4,043$10,370$14,413
Trust · Bank
(In Thousands of Dollars)SegmentSegmentTotals
Service charges on deposit accounts$0$4,400$4,400
Debit card and EFT fees04,5844,584
Trust fees6,11906,119
Insurance agency commissions03,1683,168
Retirement plan consulting fees1,84001,840
Investment commissions01,9151,915
Other (outside the scope of ASC 606)06,0746,074
Total noninterest income$7,959$20,141$28,100
Trust · Bank
(In Thousands of Dollars)SegmentSegmentTotals
Service charges on deposit accounts$0$1,749$1,749
Debit card and EFT fees02,0172,017
Trust fees2,59602,596
Insurance agency commissions01,8281,828
Retirement plan consulting fees7830783
Investment commissions0721721
Other (outside the scope of ASC 606)02,4282,428
Total noninterest income$3,379$8,743$12,122
Trust · Bank
(In Thousands of Dollars)SegmentSegmentTotals
Service charges on deposit accounts$0$3,507$3,507
Debit card and EFT fees03,8823,882
Trust fees5,23705,237
Insurance agency commissions03,5693,569
Retirement plan consulting fees1,58101,581
Investment commissions01,2501,250
Other (outside the scope of ASC 606)03,5773,577
Total noninterest income$6,818$15,785$22,603

A description of the Company’s revenue streams under ASC606 follows:

Service charges on deposit accounts – The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Management reviewed the deposit account agreements, and determined that the agreements can be terminated at any time by either the Bank or the account holder. Transaction fees, such as balance transfers, wires and overdraft charges are settled the day the performance obligation is satisfied. The Bank’s monthly service charges and maintenance fees are for services provided to the customer on a monthly basis and are considered a series of services that have the same pattern of transfer each month. The review of service charges assessed on deposit accounts included the amount of variable consideration that is a part of the monthly charges. It was found that the waiver of service charges due to insufficient funds and dormant account fees is immaterial and wouldnot require a change in the accounting treatment for these fees under the revenue standards.

29

Debit Card Interchange Fees – Customers and the Bank have an account agreement and maintain deposit balances with the Bank. Customers use a bank issued debit card to purchase goods and services, and the Bank earns interchange fees on those transactions, typically a percentage of the sale amount of the transaction. The Bank records the amount due when it receives the settlement from the payment network. Payments from the payment network are received and recorded into income on a daily basis. There areno contingent debit card interchange fees recorded by the Company that could be subject to a clawback in future periods.

Trust fees– Services provided to Trust customers are a series of distinct services that have the same pattern of transfer each month. Fees for trust accounts are billed and drafted from trust accounts monthly. The Company records these fees on the income statement on a monthly basis. Fees are assessed based on the total investable assets of the customer’s trust account. A signed contract between the Company and the customer is maintained for all customer trust accounts with payment terms identified. It is probable that the fees will be collectible as funds being managed are accessible by the asset manager. Past history of trust fee income recorded by the Company indicates that it is highly unlikely that a significant reversal could occur. There areno contingent incentive fees recorded by the Company that could be subject to a clawback in future periods.

Insurance Agency Commissions – Insurance agency commissions are received from insurance carriers for the agency’s share of commissions from customer premium payments. These commissions are recorded into income when checks are received from the insurance carriers, and there isno contingent portion associated with these commission checks. There* maybe a short time-lag in recording revenue when cash is received instead of recording the revenue when the policy is signed by the customer, but the time lag is insignificant and doesnot* impact the revenue recognition process.

Insurance also receives incentive checks from the insurance carriers for achieving specified levels of production with particular carriers. These amounts are recorded into income when a check is received, and there areno contingent amounts associated with these payments that* maybe clawed back by the carrier in the future. Similar to the monthly commissions explained in the preceding paragraph, there maybe a short time-lag in recording incentive revenue on a cash basis as opposed to estimating the amount of incentive revenue expected to be earned, this doesnot* materially impact the recognition of Insurance revenue. If there were any amounts that would need to be refunded forone specific Insurance customer, management believes the reversal wouldnot be significant.

Other potential situations surrounding the recognition of Insurance revenue include estimating potential refunds due to the likely cancellation of a percentage of customers canceling their policies and recording revenue at the time of policy renewals.

Retirement Plan Consulting Fees – Revenue is recognized based on the level of work performed for the client. Any payments that are received for work to be performed in the future are recorded in a deferred revenue account, and recorded into income when the fees are earned.

Investment Commissions – Investment commissions are earned through the sales of non-deposit investment products to customers of the Company. The sales are conducted through athird-party broker-dealer. When the commissions are received and recorded into income on the Bank’s income statement, there isno contingent portion that* may*need to be refunded back to the broker dealer.

Other – Income items included in “Other” are Bank owned life insurance income, security gains, net gains on the sale of loans and other operating income. Any amounts within the scope of ASC606 are deemed immaterial.

Fair Value:

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (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.

There arethree levels of inputs that* may*be used to measure fair values:

Level1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level2 – Significant other observable inputs other than Level1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that arenot active; or other inputs that are observable or can be corroborated by observable market data.

Level3 – Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Investment Securities

The Company uses athird party service to estimate fair value on available for sale securities on a monthly basis. The Company’s service provider uses a leading evaluation pricing service for U.S. domestic fixed income securities and values securities using exit pricing requirements. The Company independently corroborates the fair value received through this pricing service by obtaining the pricing through asecond source at the end of each quarter. The fair values for investment securities, which consist of equity securities that are recorded at fair value to comply with exit pricing, are determined by quoted market prices in active markets, if available (Level1). The equity securities change in fair value is recorded in the income statement. For securities where quoted prices arenot available, fair values are calculated based on quoted prices for similar assets in active markets, quoted prices for similar assets in markets that arenot active or inputs other than quoted prices, which provide a reasonable basis for fair value determination. Such inputs* mayinclude interest rates and yield curves, prepayment speeds, credit risks and default rates. The inputs used are principally derived from observable market data (Level2*). For securities where quoted prices or market prices of similar securities arenot available, fair values are calculated using discounted cash flows or other market indicators (Level3). The fair values of Level3 investment securities are determined by using unobservable inputs to measure fair value of assets for which there is little, if any, market activity at the measurement date, using reasonable inputs and assumptions based on the best information at the time, to the extent that inputs are available without undue cost and effort.

At* June 30, 2026*, the Company determined thatno securities had a fair value less than amortized cost that was as a result of credit deterioration as outlined in ASU2016-13.

Loans Held For Sale, at Fair Value

The fair value of loans held for sale is estimated based upon binding contracts or quotes fromthird party investors (Level2).

30

Mortgage Banking Derivatives

The fair value of mortgage banking derivatives are calculated using derivative valuation models that utilize quoted prices for similar assets adjusted for the specific attributes of the commitments and other observable market data at the valuation date (Level2).

Loan Servicing Rights

Loan servicing rights are evaluated for impairment based upon the fair value of the rights as compared to the carrying amount at the end of each quarter. If the carrying amount of an individual tranche exceeds the fair value then an impairment is recorded on that tranche so that the servicing asset is carried at fair value. The calculation of the fair value is performed by an independentthird party and the model uses factors such as the interest rate, prepayment speeds and other default rate assumptions that market participants would use in estimating the future net servicing income that can be validated against available market data (Level2).

Interest Rate Swaps

The Company periodically enters into interest rate swap agreements with its commercial customers who desire a fixed rate loan term that is longer than the Company is willing to extend. The Company enters into a reciprocal swap agreement with athird party that offsets the interest rate risk from the interest rate extended to the customer. The fair value of these interest rate swap derivative instruments is calculated by an independentthird party and are based upon valuation models that use observable market data as of the measurement date (Level2).

The Company also entered into a fair value hedge to mitigate the risk of further interest rate increases and the subsequent impact on the valuation of the Company’s state and political subdivision municipal bond portfolio. The Company uses an independentthird party to perform a market valuation analysis for this derivative (Level2).

Collateral Dependent Loans

Fair value estimates of collateral dependent loans that are individually reviewed are based on the fair value of the collateral, less estimated costs to sell. Loans carried at fair value generally receive individual allocations of the allowance for credit losses in2025 and2026. For collateral dependent loans, fair value is commonly based on recent real estate appraisals or on quoted sales price in certain instances. Appraisals* mayutilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Adjustments to a quoted price are routinely made to factor in data that affect the marketability of the collateral. Such adjustments, in both instances, are usually significant and typically result in a Level3* classification of the inputs for determining fair value. Non-real estate collateral* maybe valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation and management’s expertise and knowledge of the client and client’s business, resulting in a Level3* fair value classification. These loans are evaluated on a quarterly basis and adjusted accordingly.

Other Real Estate Owned

Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair values are commonly based on recent real estate appraisals. These appraisals* mayuse a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level3* classification of the inputs for determining fair value.

Appraisals for both collateral-dependent loans and other real estate owned are performed by certified general appraisers (for commercial and commercial real estate 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 Appraisal 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 an annual basis, the Company compares the actual selling price of collateral that has been sold to the most recent appraised value to determine what adjustments should be made to appraisals to arrive at fair value.

Assets measured at fair value on a recurring basis are summarized below:

Fair Value Measurements at June 30, 2026 Using:
Quoted
Prices in · Significant
Active Markets · Other · Significant
for Identical · Observable · Unobservable
CarryingAssetsInputsInputs
(In Thousands of Dollars)Value(Level 1)(Level 2)(Level 3)
Financial Assets
Investment securities available-for sale
U.S. Treasury and U.S. government sponsored entities$94,510$0$94,510$0
State and political subdivisions630,4190630,4190
Corporate bonds27,595027,107488
Mortgage-backed securities-residential547,6530547,6530
Collateralized mortgage obligations171,7320171,7320
Small Business Administration1,78901,7890
Total investment securities$1,473,698$0$1,473,210$488
Equity securities90190100
Loans held for sale2,86202,8620
Interest rate swaps1,84601,8460
Interest rate lock commitments800800
Financial Liabilities
Interest rate swaps1,84601,8460
Forward sales contract200200
Fair value hedge derivative33703370

31

Fair Value Measurements at December 31, 2025 Using:
Quoted
Prices in · Significant
Active Markets · Other · Significant
for Identical · Observable · Unobservable
CarryingAssetsInputsInputs
(In Thousands of Dollars)Value(Level 1)(Level 2)(Level 3)
Financial Assets
Investment securities available-for sale
U.S. Treasury and U.S. government sponsored entities$95,295$0$95,295$0
State and political subdivisions503,6970503,6970
Corporate bonds13,045011,8271,218
Mortgage-backed securities-residential547,1340547,1340
Collateralized mortgage obligations182,2160182,2160
Small Business Administration2,07002,0700
Total investment securities1,343,45701,342,2391,218
Equity securities37037000
Loans held for sale1,51601,5160
Interest rate swaps91109110
Interest rate lock commitments710710
Financial Liabilities
Interest rate swaps91109110
Forward sales contract150150
Fair value hedge derivative52905290

There wereno significant transfers between Level1 and Level2 during the periods presented above.

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level3):

Three Months ended · Six Months Ended
June 30,June 30,
(In Thousands of Dollars)2026202520262025
Beginning Balance$974$1,412$1,218$1,409
Transfers between levels0000
Acquired and/or purchased0000
Discount accretion (premium amortization)415829
Repayments, calls and maturities(500)0(750)0
Changes in unrealized gains (losses)10(8)12(19)
Ending Balance$488$1,419$488$1,419

Assets measured at fair value on a non-recurring basis are summarized below:

Fair Value Measurements at June 30, 2026 Using:
Quoted
Prices in · Significant
Active Markets · Other · Significant
for Identical · Observable · Unobservable
CarryingAssetsInputsInputs
(In Thousands of Dollars)Value(Level 1)(Level 2)(Level 3)
Financial Assets
Collateral dependent loans
Commercial real estate
Owner occupied$1,970$0$0$1,970
Non-owner occupied7,424007,424
Farmland1,575001,575
Other99600996
Commercial
Commercial and industrial2,491002,491
Agricultural7007
Residential real estate
1–4 family residential15000150
Home equity lines of credit20800208
Consumer
Other3030
Mortgage servicing rights17901790

32

Fair Value Measurements at December 31, 2025 Using:
Quoted
Prices in · Significant
Active Markets · Other · Significant
for Identical · Observable · Unobservable
CarryingAssetsInputsInputs
(In Thousands of Dollars)Value(Level 1)(Level 2)(Level 3)
Financial Assets
Collateral dependent loans
Commercial real estate
Non-owner occupied$7,626$0$0$7,626
Farmland1,558001,558
Commercial and industrial
Commercial and industrial2,137002,137
Residential real estate
1–4 family residential29500295
Home equity lines of credit30200302
Mortgage servicing rights98809880

The following table presents quantitative information about Level3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at the periods ended* June 30, 2026* and* December 31, 2025*:

Range
Valuation · Unobservable · (Weighted
June 30, 2026Fair valueTechnique(s)Input(s)Average)
Collateral dependent loans
Commercial real estate$11,965Income ApproachAdjustment for difference between cap rates of comparable sales(45.90%) - 38.89% 3.80%
Commercial2,498Quoted price for collateralOffer Price10.87%
Residential358Sales comparisonAdjustment for differences between comparable sales(11.40%) - 10.10% (2.40%)
Consumer other30Sales comparisonAdjustment for differences between comparable sales(7.78%) - 11.29% (3.03%)
Range
Valuation · Unobservable · (Weighted
December 31, 2025Fair valueTechnique(s)Input(s)Average)
Collateral dependent loans
Commercial real estate$9,184Income approachAdjustment for difference between cap rates of comparable sales(57.94%) - 41.77% 15.31%
Commercial2,137Quoted price for collateralOffer Price9.14%
Residential597Sales comparisonAdjustment for differences between comparable sales(11.58%) - 14.18% (6.26%)

The carrying amounts and estimated fair values of financial instrumentsnot previously disclosed at* June 30, 2026* and* December 31, 2025* are as follows:

Fair Value Measurements at June 30, 2026 Using:
Carrying
(In Thousands of Dollars)AmountLevel 1Level 2Level 3Total
Financial assets
Cash and cash equivalents$164,754$42,562$122,192$0$164,754
Restricted stock43,706n/an/an/an/a
Loans, net4,723,192004,588,9524,588,952
Financial liabilities
Deposits5,831,1144,952,712880,18405,832,896
Short-term borrowings361,0000361,0000361,000
Long-term borrowings94,374093,088093,088
Fair Value Measurements at December 31, 2025 Using:
Carrying
(In Thousands of Dollars)AmountLevel 1Level 2Level 3Total
Financial assets
Cash and cash equivalents$92,357$20,486$71,871$0$92,357
Restricted stock29,531n/an/an/an/a
Loans, net3,267,902003,190,8083,190,808
Financial liabilities
Deposits4,342,7783,576,017768,24604,344,263
Short-term borrowings281,0000281,0000281,000
Long-term borrowings86,733080,998080,998

33

Goodwill and Intangible Assets:

Goodwill associated with the Merger during thefirst quarter of2026 and the Company’s past acquisitions totaled $271.4 million and $167.5 million at* June 30, 2026* and* December 31, 2025*, respectively. The Company recorded $103.9 million in goodwill in thefirst half of2026 as a result of the Merger. Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value, which is determined through an impairment test. Management performs goodwill impairment testing on an annual basis as of* September 30,or whenever events or changes in circumstances indicate that the fair value of a reporting unit maybe below its carrying value. As of June 30, 2026*,no events or changes in circumstances indicated that the fair value of the reporting unit was below its carrying value. The Company will continue to monitor its goodwill for possible impairment.

Acquired Intangible Assets

Acquired intangible assets were as follows:

June 30, 2026December 31, 2025
Gross CarryingAccumulatedGross CarryingAccumulated
(In Thousands of Dollars)AmountAmortizationAmountAmortization
Amortized intangible assets:
Customer relationship intangibles$7,975$(7,316)$7,975$(7,253)
Non-compete contracts457(437)457(435)
Trade name1,131(504)1,131(494)
Core deposit intangible51,941(17,630)32,115(15,645)
Total$61,504$(25,887)$41,678$(23,827)

Aggregate amortization expense was $1.2 million and $2.1 million for thethree andsix months ended* June 30, 2026*, respectively. Aggregate amortization expense was $735,000 and $1.5 million for thethree andsix months ended* June 30, 2025*, respectively.

Estimated amortization expense for each of the nextfive periods and thereafter:

2026 (6 months)$2,390
20274,667
20284,656
20294,648
20304,365
Thereafter14,891
Total$35,617

Leases:

The Company has operating leases for branch office locations, vehicles, land and certain office equipment such as printers and copiers. The leases have remaining lease terms of up to 16.1 years, some of which had options to extend the lease for up to 15 years. The right of use assets and lease liabilities were $11.4 million and $11.7 million as of* June 30, 2026*, respectively, and $7.9 million and $8.2 million at* December 31, 2025*, respectively. The right of use assets are included inother assets while the lease liabilities are included inother liabilities on the balance sheet.

Lease expense for thethree andsix months ended* June 30, 2026* was $524,000 and $950,000, respectively. Lease expense for thethree andsix months ended* June 30, 2025* was $351,000 and $644,000, respectively. The weighted-average remaining lease term for all leases was 8.82 years as of* June 30, 2026*. The weighted-average discount rate was 3.81% for all leases as of* June 30, 2026*.

On* March 2, 2026,*the Company performed a valuation of Middlefield's leases to determine an initial right of use asset and lease liability in connection with the Merger. The Company recorded an initial right of use asset and lease liability of $3.5 million for these leases.

Maturities of lease liabilities are as follows as of* June 30, 2026*:

2026 (6 months)$1,016
20271,977
20281,835
20291,588
20301,340
Thereafter6,230
Total Payments13,986
Less: lease liability expense(2,299)
Total$11,687

34

Derivative Financial Instruments:

Interest Rate Swaps

The Company maintains an interest rate protection program for commercial loan customers. Under this program, the Company provides a variable rate loan while creating a fixed rate loan for the customer by the customer entering into an interest rate swap with terms that match the loan. The Company offsets its risk exposure by entering into an offsetting interest rate swap with an unaffiliated institution. The Company had interest rate swaps associated with commercial loans with a notional value of $103.6 million and fair value of $1.8 million in other assets and $1.8 million in other liabilities at* June 30, 2026*. At* December 31, 2025*, the Company had interest rate swaps associated with commercial loans with a notional value of $88.7 million and fair value of $911,000 in other assets and $911,000 in other liabilities. The interest rate swaps with both the customers andthird parties arenot designated as hedges under FASB ASC815. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments donot result in an impact to earnings; however, there* maybe fair value adjustments related to credit quality variations between counterparties, which mayimpact earnings as required by FASB ASC820.*

There wereno net gains or losses for interest rate swaps for thethree andsix month periods ended* June 30, 2026and2025*.

Interest Rate Swap Designated as a Fair Value Hedge

The Company hasone interest rate swap with a notional amount of $100.0 million that was in place at both* June 30, 2026* and* December 31, 2025*. This swap is designated as a fair value hedge to mitigate the risk of further interest rate increases and the subsequent impact on the valuation of the Company’s state and political subdivision municipal bond portfolio. The gross aggregate fair value of the swap at* June 30, 2026* is $(337,000) and is recorded as a $(52,000) mark to market adjustment in other liabilities and $(285,000) recorded to other liabilities for the accrued interest payable in the Consolidated Balance Sheet. At* December 31, 2025*, the gross aggregate fair value of the swap was $(529,000) and was recorded as a $(451,000) mark to market adjustment in other liabilities, and $(78,000) was recorded to other liabilities for the accrued interest payable in the Consolidated Balance Sheet. The Company expects the hedge to remain in effect for the remaining term of the swap, which matures* August 2026.*A summary of the interest rate swap designated as a fair value hedge is presented below:

(In Thousands of Dollars)June 30, 2026December 31, 2025
Notional amount fair value hedge$100,000$100,000
Fixed pay rates4.35%4.35%
Variable SOFR receive rates3.68%3.87%
Remaining maturity (in years)0.10.6
Fair value$(337)$(529)

Mortgage Banking Derivatives

Commitments to fund certain mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of mortgage loans tothird-party investors are considered derivatives. The Company enters into forward commitments for the future delivery of residential mortgage loans when the interest rate locks are committed in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. These mortgage banking derivatives arenot designated in hedge relationships.

The net gains (losses) relating to non-designated derivative instruments used for risk management are included in Net Gains on Sale of Loans on the Consolidated Statements of Income and are summarized below for the quarters ended* June 30, 2026and June 30, 2025*:

Three Months Ended · Six Months Ended
June 30,June 30,
2026202520262025
Forward sales contracts$(70)$(53)$(4)$(85)
Interest rate lock commitments2731967

The following table reflects the amount and fair value of mortgage banking derivatives included in the Consolidated Balance Sheets as of* June 30, 2026* and* December 31, 2025*:

June 30, 2026December 31, 2025
NotionalFairNotionalFair
(In Thousands of Dollars)AmountValueAmountValue
Included in other assets:
Interest rate lock commitments$11,194$80$6,337$71
Included in other liabilities:
Forward sales contracts$9,000$(20)$5,000$(15)

35

Earnings Per Share:

The computation of basic and diluted earnings per share is shown in the following table:

Three Months Ended · Six Months Ended
June 30,June 30,
2026202520262025
Basic EPS
Net income (In thousands of dollars)$23,035$13,910$39,299$27,488
Weighted average shares outstanding59,006,54737,442,04751,868,38037,411,497
Basic earnings per share$0.39$0.37$0.76$0.73
Diluted EPS
Net income (In thousands of dollars)$23,035$13,910$39,299$27,488
Weighted average shares outstanding for basic earnings per share59,006,54737,442,04751,868,38037,411,497
Dilutive effect of restricted stock awards216,169179,965202,677210,662
Weighted average shares for diluted earnings per share59,222,71637,622,01252,071,05737,622,159
Diluted earnings per share$0.39$0.37$0.76$0.73

There were 11,000 and 152,000 restricted stock awards that were considered anti-dilutive for thethree andsix months ended* June 30, 2026*, respectively. There were 145,125 and 100,718 restricted stock awards that were considered anti-dilutive for thethree andsix months ended* June 30, 2025*, respectively.

Stock Based Compensation:

In* Aprilof2026,* the Company, with the approval of shareholders, created the2026 Equity Incentive Plan (the*“2026* Plan”). The2026 Plan permits the award of up toone million shares to the Company’s directors and employees to attract and retain exceptional personnel, motivate performance and, most importantly, to help align the interests of the Company’s executives with those of the Company’s shareholders. The2026 Plan replaced the2022 Plan and the2022 Plan has been sunset. There were 19,272 service time based share awards granted under the2026 Plan and 88,622 service time based share awards and 150,468 performance based share awards granted under the2022 Plan during thesix month period ended* June 30, 2026*, as shown in the table below. The actual number of performance based shares issued will depend on the relative performance of the Company’s average return on tangible equity compared to a group of peer companies over athree year vesting period, ending* December 31, 2028.As of June 30, 2026*,980,728 shares were still available to be awarded from the2026 Plan.

The restricted stock awards were granted with a fair value price equal to the market price of the Company’s common stock at the date of the grant. Expense recognized was $712,000 and $1.4 million for thethree andsix months ended* June 30, 2026*, respectively. The expense recognized was $645,000 and $1.3 million for thethree andsix months ended* June 30, 2025*, respectively. As of* June 30, 2026*, there was $4.6 million of total unrecognized compensation expense related to the nonvested shares granted under the2026 and2022 Plans. The remaining cost is expected to be recognized over 2.7 years.

The following is the activity under the Plans during thesix month period ended* June 30, 2026*.

MaximumWeightedMaximumWeighted
AwardedAverageAwardedAverage
ServiceGrant DatePerformanceGrant Date
UnitsFair ValueUnitsFair Value
Beginning balance - non-vested shares176,915$13.77269,657$14.13
Granted107,89413.38150,46813.04
Vested(57,814)13.70(75,847)13.60
Forfeited(4,000)14.1300
Ending balance - non-vested shares222,995$13.69344,278$13.64

The following is the activity under the Plans during thesix month period ended* June 30, 2025*.

MaximumWeightedMaximumWeighted
AwardedAverageAwardedAverage
ServiceGrant DatePerformanceGrant Date
UnitsFair ValueUnitsFair Value
Beginning balance - non-vested shares231,430$14.35222,920$14.57
Granted66,08013.65102,33614.38
Vested(101,333)13.93(47,514)14.06
Forfeited(1,762)12.44(8,085)12.44
Ending balance - non-vested shares194,415$13.37269,657$14.13

The 133,661 shares that vested during thesix month period ended* June 30, 2026* had a weighted average fair value of $13.64 per share.

36

Other Comprehensive Income (Loss):

The following tables represent the changes in accumulated other comprehensive income (loss) by component, net of tax, for thethree andsix month periods ended* June 30, 2026and2025*.

Reclassification
Net unrealized · adjustment for
holding (losses) · (gains) losses
gains on available · realized in income · Change in funded status
(In Thousands of Dollars)for sale securitieson fair value hedgeof post-retirement planTotal
Balance December 31, 2025$(143,597)$(476)$(2)$(144,075)
Other comprehensive (loss) before reclassification(6,270)00(6,270)
Amounts reclassified from accumulated other comprehensive income01900190
Net current period other comprehensive (loss) income(6,270)1900(6,080)
Balance March 31, 2026$(149,867)$(286)$(2)$(150,155)
Other comprehensive income before reclassification3,264003,264
Amounts reclassified from accumulated other comprehensive income02020202
Net current period other comprehensive income3,26420203,466
Balance June 30, 2026$(146,603)$(84)$(2)$(146,689)
Balance December 31, 2024$(192,860)$(403)$(2)$(193,265)
Other comprehensive income before reclassification15,0960015,096
Amounts reclassified from accumulated other comprehensive income (loss)1,054(186)0868
Net current period other comprehensive income (loss)16,150(186)015,964
Balance March 31, 2025$(176,710)$(589)$(2)$(177,301)
Other comprehensive loss before reclassification51700517
Amounts reclassified from accumulated other comprehensive income046046
Net current period other comprehensive (loss) income517460563
Balance June 30, 2025$(176,193)$(543)$(2)$(176,738)

Amounts reclassified out of each component of accumulated other comprehensive income (loss) werenot material for thethree andsix month periods ended* June 30, 2026and2025*.

Regulatory Capital Matters:

Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can initiate regulatory action by regulators that, if undertaken, could have a direct material effect on the financial statements. Management believes that as of* June 30, 2026*, the Company and the Bank meet all capital adequacy requirements to which they are subject.

The FDIC and other federal banking regulators revised the risk-based capital requirements applicable to financial holding companies and insured depository institutions, including the Company and the Bank, to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision (“Basel III”).

The common equity tier1 capital, tier1 capital and total capital ratios are calculated by dividing the respective capital amounts by risk-weighted assets. The leverage ratio is calculated by dividing tier1 capital by adjusted average total assets.

Basel III limits capital distributions and certain discretionary bonus payments if the banking organization doesnot hold a “capital conservation buffer” consisting of 2.5% of common equity tier1 capital, tier1 capital and total capital to risk-weighted assets in addition to the amount necessary to meet minimum risk-based capital requirements. Excluding the additional buffer, Basel III requires the Company and the Bank to maintain (i) a minimum ratio of common equity tier1 capital to risk-weighted assets of at least 4.5%, (ii) a minimum ratio of tier1 capital to risk-weighted assets of at least 6.0%, (iii) a minimum ratio of total capital to risk-weighted assets of at least 8.0% and (iv) a minimum leverage ratio of at least 4.0%.

Prompt corrective action regulations providefive classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms arenot used to represent overall financial condition. If only adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At* June 30, 2026* and* December 31, 2025*, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There areno conditions or events since that notification that management believes have changed the institution’s category.

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Actual and required capital amounts and ratios, which donot include the capital conservation buffer, are presented below at* June 30, 2026* and* December 31, 2025*:

To be Well Capitalized
Requirement For Capital · Under Prompt Corrective
ActualAdequacy Purposes:Action Provisions:
AmountRatioAmountRatioAmountRatio
Common equity tier 1 capital ratio
Consolidated$631,81412.00%$236,8974.5%N/AN/A
Bank668,90212.64%238,2044.5%$344,0726.5%
Total risk based capital ratio
Consolidated785,34514.92%421,1518.0%N/AN/A
Bank724,43313.69%423,4738.0%529,34210.0%
Tier 1 risk based capital ratio
Consolidated657,81412.50%315,8636.0%N/AN/A
Bank668,90212.64%317,6056.0%423,4738.0%
Tier 1 leverage ratio
Consolidated657,8149.38%280,4454.0%N/AN/A
Bank668,9029.55%280,0904.0%350,1125.0%
Common equity tier 1 capital ratio
Consolidated$448,54912.02%$167,8784.5%N/AN/A
Bank491,55313.20%167,5394.5%$242,0006.5%
Total risk based capital ratio
Consolidated576,70315.46%298,4508.0%N/AN/A
Bank529,70714.23%297,8468.0%372,30810.0%
Tier 1 risk based capital ratio
Consolidated466,54912.51%223,8386.0%N/AN/A
Bank491,55313.20%223,3856.0%297,8468.0%
Tier 1 leverage ratio
Consolidated466,5498.92%209,2044.0%N/AN/A
Bank491,5539.42%208,6724.0%260,8405.0%

Segment Information:

The Company's reportable segments are 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 distinguished between the banking and trust operations. The segments are 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, which are then aggregated if operating performance, products/services, and customers are similar. The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance of each segment to evaluate compensation of certain employees. Segment pretax profit is used to assess the performance of the banking segment by monitoring the net interest margin and non-interest expenses. Segment pretax profit is also used to assess the performance of the trust segment by monitoring trust service fees, retirement plan consulting fees and non-interest expenses. Loans and investments provide the significant revenues in the banking operation, while trust service fees and retirement plan consulting fees provide the significant revenues in trust operations. Interest expense, provisions for credit losses and payroll provide the significant expenses in the banking operation, while payroll provides the significant expense in the trust segment. All operations are domestic.

Accounting policies for segments are the same as those described in the Financial Statement Notes. Income taxes are calculated on operating income. Transactions among segments are made at fair value.

Significant segment totals are reconciled to the financial statements as follows:

TrustBankConsolidated
(In Thousands of Dollars)SegmentSegmentSegment totals
Total assets for reportable segments$19,528$7,078,828$7,098,356
Eliminations and other42,528
Total consolidated assets$7,140,884
TrustBankConsolidated
(In Thousands of Dollars)SegmentSegmentSegment totals
Total assets for reportable segments$17,000$5,230,175$5,247,175
Eliminations and other(1,305)
Total consolidated assets$5,245,870

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TrustBankConsolidated
(In Thousands of Dollars)SegmentSegmentSegment totals
Interest income - loans including fees$0$72,977$72,977
Interest income - investments011,51611,516
Trust fees3,08903,089
Retirement plan consulting fees9540954
Total consolidated segment revenues4,04384,49388,536
Reconciliation of revenue
Other revenues11,971
Total consolidated revenues100,507
Interest expense - deposits025,98525,985
Interest expense - borrowings04,0774,077
Credit for credit losses and unfunded loans02,4372,437
Payroll expenses1,65819,62621,284
Total consolidated segment expenses1,65852,12553,783
Segment profit2,38532,36834,753
Reconciliation of expenses
Other expenses *19,590
Total consolidated expenses73,373
Total consolidated income before taxes$27,134
Other segment disclosures
Occupancy and equipment1335,7715,904
Intangible amortization131,1821,195
TrustBankConsolidated
(In Thousands of Dollars)SegmentSegmentSegment totals
Interest income - loans including fees$0$128,086$128,086
Interest income - investments022,06022,060
Trust fees6,11906,119
Retirement plan consulting fees1,84001,840
Total consolidated segment revenues7,959150,146158,105
Reconciliation of revenue
Other revenues23,204
Total consolidated revenues181,309
Interest expense - deposits046,42446,424
Interest expense - borrowings08,1868,186
Provision for credit losses and unfunded loans01,4031,403
Payroll expenses3,33736,43639,773
Total consolidated segment expenses3,33792,44995,786
Segment profit4,62257,69762,319
Reconciliation of expenses
Other expenses *38,418
Total consolidated expenses134,204
Total consolidated income before taxes$47,105
Other segment disclosures
Occupancy and equipment26610,73210,998
Intangible amortization272,0332,060

39

TrustBankConsolidated
(In Thousands of Dollars)SegmentSegmentSegment totals
Interest income - loans including fees$0$47,050$47,050
Interest income - investments09,7299,729
Trust fees2,59602,596
Retirement plan consulting fees7830783
Total consolidated segment revenues3,37956,77960,158
Reconciliation of revenue
Other revenues9,666
Total consolidated revenues69,824
Interest expense - deposits020,24020,240
Interest expense - borrowings02,5412,541
Provision for credit losses and unfunded loans03,5483,548
Payroll expenses1,44113,25814,699
Total consolidated segment expenses1,44139,58741,028
Segment profit1,93817,19219,130
Reconciliation of expenses
Other expenses *12,476
Total consolidated expenses53,504
Total consolidated income before taxes$16,320
Other segment disclosures
Occupancy and equipment1403,9644,104
Intangible amortization23712735
TrustBankConsolidated
(In Thousands of Dollars)SegmentSegmentSegment totals
Interest income - loans including fees$0$93,758$93,758
Interest income - investments019,24319,243
Trust fees5,23705,237
Retirement plan consulting fees1,58101,581
Total consolidated segment revenues6,818113,001119,819
Reconciliation of revenue
Other revenues17,792
Total consolidated revenues137,611
Interest expense - deposits039,95739,957
Interest expense - borrowings05,9345,934
Provision for credit losses and unfunded loans03,3443,344
Payroll expenses2,91527,93930,854
Total consolidated segment expenses2,91577,17480,089
Segment profit3,90335,82739,730
Reconciliation of expenses
Other expenses *24,847
Total consolidated expenses104,936
Total consolidated income before taxes$32,675
Other segment disclosures
Occupancy and equipment2837,9488,231
Intangible amortization461,4241,470
  • The Bank segment includes Farmers National Insurance and Farmers of Canfield Investment Co.

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Short-term borrowings:

The Bank had short-term advances from the Federal Home Loan Bank ("FHLB") of $361.0 million at* June 30, 2026*, and $281.0 million at* December 31, 2025*. The interest rate on these borrowings was 3.77% at the period ended* June 30, 2026*, and 3.76% at the period ended* December 31, 2025*. These short-term borrowings were borrowed using the FHLB's short term repurchase advance program, as these products allow the most flexibility to meet the Bank's varying liquidity needs. These FHLB advances were secured by pledged assets which are described in the following Long-Term Borrowings footnote.

The Bank has access to a line of credit for $25.0 million at a major domestic bank that is below prime rate. The line and terms are periodically reviewed by the lending bank and is generally subject to withdrawal at their discretion. There wereno outstanding borrowings under this line at* June 30, 2026* or* December 31, 2025*.

The Company has access to a line of credit for $10.0 million at a major domestic bank that is below prime rate. The line and terms are periodically reviewed by the lending bank and is generally subject to withdrawal at their discretion. There wereno outstanding borrowings under this line at* June 30, 2026* or* December 31, 2025*.

Long-term borrowings:

There wereno long-term advances from the FHLB at* June 30, 2026* or* December 31, 2025*.

Long-term and short-term FHLB advances are secured by a blanket pledge of residential mortgage, commercial real estate, and multi-family loans totaling $2.4 billion for the period ending* June 30, 2026* and $1.8 billion for the period ended* December 31, 2025*. Based on this collateral, the Bank is eligible to borrow an additional $608.5 million at* June 30, 2026*.

In* November 2021,the Company completed the issuance of $75.0 million aggregate principal amount, fixed-to-floating rate subordinated notes due December 15, 2031,in a private offering exempt from the registration requirements under the Securities Act of1933,* as amended. The notes carry a fixed rate of 3.125% forfive years at which time they will convert to a floating rate based on thethree-month term secured overnight funding rate, plus a spread of 220 basis points. The net proceeds from the sale were approximately $73.8 million, after deducting the offering expenses. The Company’s intent was to use the proceeds from the sale for general corporate purposes, which* may*include, without limitation, providing capital to support its growth organically or through acquisitions, in financing investments, capital expenditures, repurchasing its common shares and for investments in the Bank as regulatory capital. The subordinated debentures are included in Total Capital under current regulatory guidelines and interpretations.

In* August 2024,the Company bought back and retired $3.0 million of the outstanding subordinated notes. The Company may,at its option, beginning December 15, 2026,*redeem additional portions of the notes, in whole or in part, from time to time, subject to certain conditions.

On* March 2, 2026,the Company completed its acquisition of Middlefield, which included the assumption of Floating Rate Junior Subordinated Debt Securities due January 30, 2037 (the “junior subordinated debt securities”) at an acquisition-date fair value of $7.2 million, held in a wholly-owned statutory trust whose common securities were wholly-owned by Middlefield. The sole assets of the statutory trust are the junior subordinated debt securities and related payments. The junior subordinated debt securities and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee of the obligations of the statutory trust under the capital securities held bythird*-party investors. The securities bear interest at a rate of 1.67% over the3-month term SOFR rate that includes an additional spread adjustment of 26 basis points. The rate at* June 30, 2026* was 5.60%.

On* November 1, 2021,the Company completed its acquisition of Cortland, which included the assumption of Floating Rate Junior Subordinated Debt Securities due September 15, 2037 (the “junior subordinated debt securities”) at an acquisition-date fair value of $4.3 million, held in a wholly-owned statutory trust whose common securities were wholly-owned by Cortland. The sole assets of the statutory trust are the junior subordinated debt securities and related payments. The junior subordinated debt securities and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee of the obligations of the statutory trust under the capital securities held bythird*-party investors. The securities bear interest at a rate of 1.45% over the3-month term SOFR rate that includes an additional spread adjustment of 26 basis points. The rate at* June 30, 2026* was 5.38% and at* December 31, 2025* the rate was 5.43%.

On* January 7, 2020,the Company completed its acquisition of Maple Leaf, which included the assumption of Floating Rate Junior Subordinated Debt Securities due December 15, 2036 (the “junior subordinated debt securities”) held in a wholly-owned statutory trust whose common securities were wholly-owned by Maple Leaf. The sole assets of the statutory trust are the junior subordinated debt securities and related payments. The junior subordinated debt securities and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee of the obligations of the statutory trust under the capital securities held bythird*-party investors. The securities bear interest at a rate of 1.80% over the3-month term SOFR rate that includes an additional spread adjustment of 26 basis points. The rate at* June 30, 2026* was 5.73% and at* December 31, 2025* the rate was 5.78%.

In2015, the Company completed its acquisition of National Bancshares Corporation, which included the assumption of Floating Rate Junior Subordinated Debt Securities due* June 15, 2035 (the “junior subordinated debt securities”) held in a wholly-owned statutory trust, TSEO Statutory Trust I. The sole assets of the statutory trust are the junior subordinated debt securities and related payments. The junior subordinated debt securities and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee of the obligations of the statutory trust under the capital securities held bythird*-party investors. The securities bear interest at a rate of 1.70% over the3-month term SOFR rate that includes an additional spread adjustment of 26 basis points. The rate at* June 30, 2026* was 5.63% and at* December 31, 2025* the rate was 5.68%.

In all of the above instances, the Company* mayredeem the junior subordinated debentures at any quarter-end, in whole, or in part, at par. This type of subordinated debenture qualifies as Tier1* capital for regulatory purposes in determining and evaluating the Company’s capital adequacy.

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A summary of all junior subordinated debentures issued by the Company to affiliates and subordinated debentures follows. For the junior subordinated debentures, these amounts represent the par value of the obligations owed to these affiliates, including the Company’s equity interest in the trusts along with any unamortized fair value marks. For the subordinated debentures, these amounts represent the par value less the remaining deferred offering expense associated with the issuance of the debentures. Balances were as follows at* June 30, 2026* and* December 31, 2025*:

(In Thousands of Dollars)June 30, 2026December 31, 2025
TSEO Statutory Trust I$2,643$2,619
Maple Leaf Financial Statutory Trust II8,2998,187
Cortland Statutory Trust I4,5204,492
Middlefield Statutory Trust I7,2460
Total junior subordinated debentures owed to unconsolidated subsidiary trusts$22,708$15,298
Subordinated Debentures$71,666$71,435
Total long-term borrowings$94,374$86,733

Tax Credit Investments:

The Company invests in qualified affordable housing projects, as well as solar investment tax credits.

At* June 30, 2026* and* December 31, 2025*, the balance of the investment for qualified affordable housing projects was $34.5 million and $26.0 million, respectively. Total unfunded commitments related to the investments in qualified affordable housing projects totaled $18.5 million and $13.2 million at* June 30, 2026* and* December 31, 2025*. The Company expects to complete the fulfillment of these commitments during the year ending2041.

In thesecond quarters ended* June 30, 2026and June 30, 2025*, the Company recognized amortization expense of $650,000 and $492,000, respectively, from its investment in qualified affordable housing projects. In thesix month period ended* June 30, 2026and2025*, the Company recognized amortization expense of $1.2 million and $965,000, respectively, from its investment in qualified affordable housing projects. This amortization expense was included within income tax expense on the consolidated statements of income.

Additionally, during thesecond quarters ended* June 30, 2026and June 30, 2025*, the Company recognized tax credits and other benefits from its investment in affordable housing tax credits of $794,000 and $589,000, respectively. In thesix months ended* June 30, 2026and2025*, the Company recognized tax credits and other benefits from its investment in affordable housing tax credits of $1.5 million and $1.2 million, respectively. The qualified affordable housing investment credits are included in thenet changes in other assets and liabilities in the cash flows from operating activities in the consolidated statements of cash flows. During thesix month period ended* June 30, 2026and2025*, the Company didnot incur impairment losses related to its investment in affordable housing tax credits.

In thefirst quarter of2025, the Company began investing in solar investment tax credits. At* June 30, 2026*, and* December 31, 2025*, the balance of the investment was $17.3 million and $3.3 million, respectively. The total unfunded commitments related to the investments in solar investment tax credits totaled $15.0 million at* June 30, 2026and $1.7 million at December 31, 2025*.

In thesecond quarter ended* June 30, 2026and2025*, the Company recognized amortization expense of $565,000 and $2.4 million from its investment in solar investment tax credits, respectively. In thesix months ended* June 30, 2026and2025*, the Company recognized amortization expense of $1.1 million and $2.4 million from its investment in solar investment tax credits, respectively. This amortization expense was included within income tax expense on the consolidated statements of income.

Additionally, during thesecond quarter ended* June 30, 2026and2025*, the Company recognized tax credits and other benefits from its investment in solar investment tax credits of $730,000 and $2.6 million, respectively. In thesix months ended* June 30, 2026and2025*, the Company recognized tax credits and other benefits from its investment in solar investment tax credits of $1.5 million and $2.6 million. The solar investment tax credits are included in the net changes in other assets and liabilities in the cash flows from operating activities in the consolidated statements of cash flows. During thesix months ended* June 30, 2026and2025*, the Company didnot incur impairment losses related to its investment in solar investment tax credits.

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