CHAIN BRIDGE BANCORP INC

Note 1. Organization and Summary of Significant Accounting Policies

Organization and Nature of Operations

Chain Bridge Bancorp, Inc. (the “Company”) is a Delaware corporation and a publicly traded bank holding company whose Class A common stock is listed on the New York Stock Exchange under the symbol “CBNA”. The Company was incorporated on May 26, 2006, and is subject to supervision and regulation by the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended. The Company serves as the registered bank holding company for Chain Bridge Bank, National Association (the “Bank”), its wholly-owned subsidiary. The Company does not own or control any other subsidiaries and conducts substantially all of its business through the Bank.

The Bank is a national banking association chartered by the Office of the Comptroller of the Currency (“OCC”) under the National Bank Act. The Bank commenced operations on August 6, 2007, following receipt of its Charter No. 24755 from the OCC. The Bank is a member of the Federal Deposit Insurance Corporation (“FDIC”) under Certificate No. 58595 and is also a Federal Reserve member bank, as required of national banks. In 2020, the Bank opened its Trust & Wealth department following authorization from the OCC to exercise full fiduciary powers in accordance with 12 U.S.C. § 92a.

The Bank uses a branchless operating model that integrates digital banking channels with in-person services at its headquarters in McLean, Virginia. It offers a broad range of commercial and personal banking services, including deposit accounts, multiple types of loan products, trust administration, wealth management, and asset custody. The Bank’s core deposit products include noninterest-bearing and interest-bearing checking accounts, as well as savings accounts. Its lending portfolio currently consists primarily of real-estate secured loans, with a significant portion being loans secured by first liens on single family residential properties in the Washington, D.C. area.

The Bank offers tailored financial solutions to individuals, families, businesses, non-profit organizations, and political organizations nationwide. The term “political organizations” refers to: campaign committees; party committees; separate segregated funds (including trade association political action committees (“PACs”) and corporate PACs); non-connected committees (including independent expenditure-only committees (“Super PACs”), committees maintaining separate accounts for direct contributions and independent expenditures (“Hybrid PACs”), and committees other than authorized campaign committees, or those affiliated with such committees that are maintained or controlled by a candidate or federal officeholder (collectively, “Leadership PACs”)); and other tax-exempt organizations under Section 527 of the Internal Revenue Code. A substantial portion of the Bank’s deposits is derived from these political organizations, and deposit levels fluctuate based on federal election cycles.

The accompanying consolidated financial statements have been prepared in accordance with GAAP for annual financial information and conform to general practices within the banking industry.

The results of operations for the twelve months ended December 31, 2025 are not necessarily indicative of the results to be expected for any future interim period or any full fiscal year.

Principles of Consolidation

The consolidated financial statements include the accounts of Chain Bridge Bancorp, Inc. and its wholly-owned subsidiary, Chain Bridge Bank, National Association. All significant intercompany balances and transactions are eliminated in consolidation.

Reclassification

Certain amounts reported in prior years may be reclassified to conform to the current year’s presentation. Certain expenses, previously included in the “marketing and business development costs” component of noninterest expense on the consolidated statements of income, have been reclassified to the “other operating expenses” component of noninterest expense to provide comparability between periods. None of these reclassifications had an impact to stockholders’ equity or net income. There were no other reclassifications for the periods reported.

Use of Estimates

To prepare financial statements in conformity with GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and actual results could differ. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for credit losses and the fair value of investment securities.

Cash and Cash Equivalents

For purposes of the consolidated statement of cash flows, cash and cash equivalents include cash on hand, deposits with other financial institutions with maturities less than 90 days, and federal funds sold. Generally, federal funds are purchased and sold for one-day periods.

Cash Concentrations and Restrictions

The Bank maintains cash accounts in various correspondent banks. At December 31, 2025 and 2024 the total amount by which these deposits, combined with federal funds sold, exceeded the federally insured limits was $607 thousand and $730 thousand, respectively.

Under Federal Reserve Board Regulation D (12 C.F.R. Part 204), insured depository institutions are generally required to maintain certain minimum average reserve balances. However, on March 15, 2020, the Board of Governors set the reserve requirement ratio to zero percent, effective March 26, 2020, to support lending to households and businesses in response to economic conditions. Accordingly, the Bank was not subject to any reserve requirement at December 31, 2025 or 2024.

Securities

The Bank invests in debt securities issued by entities across various sectors. Under 12 CFR Part 1, banks are only permitted to invest in securities that are considered “investment grade.” A security is deemed “investment grade” when the issuer has an adequate capacity to meet its financial commitments under the security for the projected life of the asset or exposure. An issuer is considered to have an adequate capacity to meet financial commitments if the risk of default by the obligor is low and the full and timely repayment of principal and interest is expected. The Bank maintains policies and procedures designed to promote compliance with these requirements, including pre-purchase and ongoing credit monitoring activities for its investments in debt securities.

To determine whether a prospective or existing obligation meets investment-grade criteria, the Bank reviews the issuer’s financial statements, analyzes the issuer’s ability to repay, and, when available, considers external ratings opinions. The extent of the Bank’s assessment varies by security type and rating status, and the Bank maintains a structured policy detailing both pre-purchase and ongoing assessments. All new municipal, corporate, and non-agency structured bond purchases undergo a targeted analysis by the investment department prior to purchase. Thereafter, corporate bonds, non-agency structured assets, and non-rated municipal bonds are subject to an annual assessment by the investment department to assess the issuer’s ability to satisfy current and future debt obligations. Rated municipal securities undergo regular reviews by external parties. The results of these reviews provide data that enables the Bank to assess an issuer’s credit quality, beyond sole reliance upon third-party ratings and may include data related to the issuer’s financial condition, debt obligations, and additional factors. If an external review identifies a problematic issuer, the investment department performs further diligence. Through these practices, the Bank incorporates third-party credit ratings within broader security reviews while avoiding sole reliance on such ratings.

Debt securities that the Company has the intent and ability to hold to maturity are classified as held to maturity (“HTM”) and recorded at amortized cost. Trading securities are recorded at fair value, with changes in fair value reflected in earnings. Debt securities that are not classified as HTM or trading are classified as available for sale (“AFS”) and carried at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income (loss). Purchase premiums and discounts are recognized in interest income using the interest method over the securities’ terms. Premiums on callable debt securities are amortized to their earliest call date, and discounts on callable debt securities are amortized to maturity. Gains and losses on the sale of debt securities are recorded on the trade date and are determined using the specific identification method.

Transfers of debt securities from the AFS classification into HTM occur on the transfer date. The unrealized holding gain or loss on that date is reported in accumulated other comprehensive income (loss) and in the carrying value of the HTM securities. Such amounts are amortized over the remaining contractual lives of the securities. The net impact to income from the amortization and accretion of the unrealized loss recognized at the date of transfer is zero.

Equity securities with readily determinable fair values are carried at fair value, with changes reflected in net income. Equity securities without readily determinable fair values are carried at cost, minus impairment (if any), plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments. Restricted equity securities are carried at cost and are periodically evaluated for impairment based on the ultimate recovery of par value. The entirety of any impairment on equity securities is recognized in earnings.

The Bank is required to maintain an investment in the capital stock of the Federal Reserve Bank of Richmond, Virginia, as a condition of its membership in the Federal Reserve System. Additionally, as a member of the Federal Home Loan Bank of Atlanta, Georgia, the Bank holds an investment in its capital stock. The Bank also maintains investments in the capital stock of the holding companies oftwo correspondent banks: CBB Financial Corp., headquartered in Midlothian, Virginia, and Pacific Coast Bankers’ Bancshares, headquartered in Walnut Creek, California. The Bank records its investments in these correspondent bank stocks at cost, consistent with the redemption provisions governing these entities, and classifies them as restricted securities on the consolidated balance sheets.

Allowance for Credit Losses – Held to Maturity Securities

Management measures expected credit losses on HTM debt securities on a collective basis by major security type. Accrued interest receivable on HTM debt securities totaled $1.4 million and $1.6 million at December 31, 2025 and 2024 and is excluded from the estimate of credit losses, which is a policy election made by management.

The estimate of expected credit losses considers the Company’s historical credit loss information, is adjusted for current conditions and reasonable and supportable forecasts.

Management classifies the HTM portfolio into the following major security types: U.S. government and federal agencies (which includes U.S. treasury securities and debt securities issued by U.S. government agencies and government-sponsored enterprises (“GSEs”)), mortgage-backed securities, corporate bonds, and state and municipal securities. Debt securities issued by the U.S. Treasury or government agencies, including GSEs such as Fannie Mae and Freddie Mac, are not considered credit-sensitive, as they are explicitly or implicitly guaranteed by the U.S. government, resulting in an expectation of zero credit loss. Accordingly, management’s analysis of credit loss considers only the corporate and municipal segments.

In addition to analyzing the Company’s own historical bond credit losses, the Company employs a methodology that incorporates probability of default and loss given default calculations to estimate the expected credit loss for credit-sensitive HTM debt securities. This methodology relies on historical loss data from the investment rating agencies, sourced from the public domain, to derive cumulative default and recovery rates over time. The cumulative default rates applied to the municipal and corporate bond portfolios are stratified by time remaining to maturity and credit rating. This quantitative analysis may be adjusted, as appropriate, based on documented qualitative factors and reasonable and supportable forecasts.

Allowance for Credit Losses – Available for Sale Securities

For AFS debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or whether it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either criterion regarding intent or requirement to sell is met, the security’s amortized costs basis is written down to fair value through income. For AFS debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the security’s rating by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists, and an ACL is recorded for the credit loss, limited to the amount by which the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income (loss).

Changes in the ACL are recorded as a credit loss provision (or reversal). Losses are charged against the allowance when management determines that collection of all contractual cash flows on an AFS security is not expected or when either criterion regarding intent or requirement to sell is met. At December 31, 2025 and 2024, there was no allowance related to the AFS securities portfolio.

Accrued interest receivable on AFS debt securities totaled $4.5 million and $1.3 million at December 31, 2025 and 2024, respectively, and is excluded from the estimate of credit losses.

Loans Held for Sale

Loans held for sale are carried at the lower of cost or fair value, determined on an aggregate basis. Fair value is based on commitment agreements with investors and prevailing market prices. Loans originated by the Bank’s mortgage banking division and held for sale to outside investors are originated on a pre-sold basis with servicing rights released. Gains and losses on sales of mortgage loans are recognized based on the difference between the selling price and the carrying value of the related mortgage loans sold.

Loans

The Bank grants mortgage, commercial, and consumer loans to clients. The Bank’s loan portfolio is primarily comprised of residential and commercial loans throughout the Washington, D.C. metropolitan area. The ability of the Bank’s loan clients to honor their obligations is dependent upon the real estate market and general economic conditions in this area.

Loans that the Company has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for the allowance for credit losses and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance. Loan origination and commitment fees and certain direct costs are deferred and the net amount is amortized as an adjustment to the related loan yield.

The accrual of interest on mortgage and commercial loans is discontinued when the loan becomes 90 days delinquent unless the credit is well-secured and in the process of collection. Management may place loans on non-accrual status prior to becoming 90 days past due if management believes interest is uncollectible. Non-performing or uncollectible loans are placed either on nonaccrual status pending further collection efforts or charged off if collection of principal or interest is considered doubtful. In determining whether the accrual of interest should be discontinued, management considers, among other factors, the borrower’s financial condition and cash flow capacity, payment performance, the value and liquidity of underlying collateral, the financial strength of any guarantors, and other relevant credit factors that may affect the collectibility of principal or interest.

All interest accrued but not collected for loans that are placed on nonaccrual or charged off is reversed against interest income. Interest income on loans in nonaccrual status is accounted for on the cash basis or cost recovery method until the loan qualifies for return to accrual. Loans are returned to accrual status when all contractually due principal and interest payments are brought current and future payments are reasonably assured.

Risk grading and ongoing credit monitoring of the loan portfolio

During management’s review of the adequacy of the allowance for credit losses, particular risk characteristics associated with segments of the loan portfolio are also considered. These characteristics are detailed below:

•Commercial and industrial loans that are not secured by real estate or other marketable collateral carry risks associated with the continued and successful operation of a business. The repayment of these loans is highly dependent on the profitability and cash flows generated by the business. Additional risks may arise from industry conditions or reliance on key individuals, which could impact the ability for the business to operate profitably or continue operations.

•Commercial real estate mortgages carry risks associated with the occupancy of the property, and the repayment of these loans depends on the net operating income generated from the property. Additional risk exists regarding the value of collateral, particularly in cases of depreciation or imprecise appraisals.

•Residential real estate mortgage loans carry risks associated with the borrower’s income stability, continued creditworthiness, and fluctuations in the value of the collateral.

•Other consumer loans carry risks associated with the borrower’s financial condition, creditworthiness, and the depreciation of collateral (if applicable), which may decline in value more rapidly than other asset types. Additionally, these loans may be unsecured, further increasing credit risk. Compared to real estate loans, consumer loans are more susceptible to immediate adverse impacts from job loss, divorce, illness, or personal bankruptcy.

All loans, regardless of type, are assigned a loan risk classification grade during the underwriting process. The Company categorizes commercial loans into risk categories based on relevant information about each borrower’s ability to service their debt, including: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. Consumer loans receive a risk rating based on the type of loan. This risk classification grade is a key factor in determining whether a loan should be added to the watch list. The primary tool for managing and controlling problem loans is the watch list report, which identifies loans or commitments considered problem loans. The report is maintained by the Chief Credit Officer and reviewed by the Board on a monthly basis. Loan officers are responsible for actively managing credit risk within their loan portfolios and are expected to act proactively in determining whether a loan should be added to the watch list.

The following criteria may trigger the inclusion of a loan (other than consumer and residential mortgage loans) to the watch list report:

•Loans classified as substandard, doubtful or loss by bank examiners, external loan review, the Chief Credit Officer or the Chief Executive Officer, due to adverse financial trends in the borrower’s business.

•Loans placed on nonaccrual status.

•Loans more than 30 days delinquent.

•Loans renewed or extended despite a demonstrated inability to repay principal.

•Loans identified by management as requiring heightened monitoring due to unexpected changes or events that could negatively impact the borrower’s ability to repay.

The following factors are commonly used by loan officers to detect emerging credit risk. The presence of one or more of these conditions may also prompt a reevaluation of the loan’s assigned risk classification:

•Financial Statement Analysis – Significant deterioration in a borrower’s financial statements may indicate increased credit risk.

•Delayed Financial Statements – Failure to provide timely financial statements may signal financial distress.

•Delinquent Principal or Interest – Payment delinquencies are often an early indication of credit problems. The Bank’s policy is to review each loan upon becoming past due.

•Delinquent Real Estate Taxes – Late property tax payments may indicate cash flow difficulties. The Bank monitors real estate tax payments using third-party services and reviews delinquent tax notices as they become available.

•Overdrafts – Frequent overdrafts in a borrower’s deposit account may suggest cash flow problems.

•Lack of Cooperation – A borrower’s unwillingness to cooperate with the Bank may indicate underlying financial issues.

•Other – Additional risk indicators include serious health issues or the death of a key principal, family difficulties, unexpected renewals or unanticipated new borrowing, inventory levels inconsistent with industry norms, unusual borrower behavior, rising trade payables, or lapses in required insurance coverage.

In addition to a loan officer identifying the need to re-evaluate a loan’s current risk classification grade based upon the detection of potential issues with the loan or the borrower, the Bank performs both internal and external loan reviews for a significant portion of the portfolio. The external loan review function independently evaluates the Bank’s underwriting and ongoing portfolio monitoring, which includes the confirmation of the grade or alternatively the recommendation to change the risk classification grade. The Bank’s internal loan review process monitors the performance of commercial borrowers using a risk-based approach and includes the confirmation of the grade or alternatively the recommendation to change the risk classification grade. Characteristics of the Bank’s risk classification grades are as follows:

•Pass – Loans to borrowers with sound financial standing, appropriate collateral, adequate cash flow to service the debt, and a prudent leverage ratio. The borrower has a history of timely payments, and future repayment ability is expected to remain strong. Guarantors, if applicable, provide additional support.

•Special Mention – Loans with potential weaknesses requiring close monitoring. If left unresolved, these weaknesses could lead to deterioration in repayment prospects or collateral values. These loans are not adversely classified and do not yet pose an undue risk to the Bank.

•Substandard – Loans inadequately supported by the borrower’s financial condition or collateral valuation. These loans have a well-defined weakness that could jeopardize repayment. There is a distinct possibility of loss if these deficiencies are not corrected.

•Doubtful – Loans with all the weaknesses of a substandard classification, but with a heightened probability that full collection of principal and interest is unlikely.

•Loss – Loans deemed uncollectible and of insufficient value to warrant retention as a bankable asset. These loans are charged off.

Allowance for Credit Losses - Loans

The ACL represents an amount which, in management’s judgment, is adequate to absorb the lifetime expected credit losses that may be sustained on outstanding loans at the balance sheet date. The estimate for expected credit losses is based on an evaluation of the size and current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts of future economic conditions, and prepayment experience as related to credit contractual term information. The ACL is measured and recorded upon the initial recognition of a financial asset. The ACL is reduced by charge-offs, net of recoveries of previous losses, and is increased (or decreased) by a provision for (or reversal of) credit losses, which is recorded in the consolidated statements of income. Management estimates the allowance balance using information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term, as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications.

The ACL is measured on a collective (pool) basis when similar risk characteristics exist. Under the current expected loss (“CECL”) methodology, management uses the weighted average remaining maturity (“WARM”) method to calculate quantitative allowances for all collectively evaluated loan categories. Management generally segments loans based on their federal call codes in order to aggregate loans with similar risk characteristics.

To adjust the Bank’s loss rates over a reasonable and supportable forecast period of one year, management collects and analyzes one or a combination of loss drivers which may include unemployment rates, home price indices, interest rates, gross domestic product, or other macroeconomic indicators as appropriate. Following the reasonable and supportable forecast period, expected losses immediately revert to rates that are based on the historical information baseline, plus or minus qualitative adjustments.

To further adjust the allowance for credit losses for expected losses not already included within the quantitative component of the calculation, the Bank may consider the following qualitative adjustment factors: levels of and trends in delinquencies and individually evaluated loans; level of and trends in charge-off and recovery activity; trends in volume and terms of loans; effect of changes in risk selection and underwriting standards, and other changes in lending policies, procedures and practices; effect of changes in experience, ability and depth of lending management and other staff; national and local economic trends and conditions; industry conditions and other external factors; effects of changes in credit concentrations; and changes in the quality of the Bank’s loan review system and loan grading.

If a loan does not share risk characteristics with a pool of other loans, expected credit losses are then measured on the individual loan basis. When a loan’s expected credit loss is measured individually, it is excluded from any collective assessment. Management will individually evaluate the expected credit loss for any loans that are graded doubtful, or are otherwise determined to have risk characteristics that are dissimilar to the established loan pools, including those that are collateral dependent.. The individual evaluation will consider collateral value, an observable market price, or the present value of future cash flows. If the measured value of the loan using one of these methods is less than the carrying value of the loan, a specific reserve is applied to the loan in the amount of the difference.

When management determines that foreclosure is probable, or when the borrower is experiencing financial difficulty at the reporting date, and repayment is expected to be provided substantially through the operation or sale of the collateral, the loan is considered collateral dependent. These loans do not share common risk characteristics with other loans and are not included in any collective evaluation for determining an ACL. Under CECL, the Company has adopted the practical expedient to the ACL for collateral-dependent loans, which allows the Bank to record an ACL based on the fair value of the collateral rather than by estimating expected losses over the life of the loan. Under the practical expedient, the ACL is calculated on an individual loan basis based on the shortfall between the value of the loan’s collateral, which is adjusted for liquidation costs and discounts, and its amortized cost. If the fair value of the collateral exceeds the amortized cost, no allowance is required.

Allowance for Credit Losses - Off-Balance Sheet Credit

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is included in accrued expenses and other liabilities on the consolidated balance sheets and adjusted through credit loss provision (or recovery). The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over their estimated lives. The Company applies the loan segmentation practices and CECL methodology utilized for the loan portfolio to its unfunded commitments. As of December 31, 2025 and 2024, no allowance for off-balance sheet credits was required.

Modifications to Borrowers Experiencing Financial Difficulty

In situations where a borrower is experiencing financial difficulty, management grants a concession to the borrower that it would not otherwise consider, and the modification results in a more than insignificant change in contractual cash flows, the related loan is subject to specific disclosure requirements. Management strives to identify borrowers in financial difficulty early and work with them to modify their loans to more affordable terms before their loans reach nonaccrual status. These modified terms may include rate reductions, principal forgiveness, other than insignificant payments delays, term extensions, or any combination thereof, and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. The Bank did not extend any modifications to borrowers experiencing financial difficulty that had a more than insignificant change in the contractual cash flows of a loan during the periods ending December 31, 2025 and 2024.

Premises and Equipment

Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the assets’ estimated useful lives. The estimated useful lives range from three toeight years for furniture, fixtures and equipment,10 years for improvements, and 40 years for buildings.

Foreclosed Properties

Assets acquired through, or in lieu of, foreclosure are held for sale. Foreclosed assets are initially recorded at fair market value at the date of foreclosure less estimated selling costs, thus establishing a new cost basis. Subsequent to foreclosure, valuations of the assets are periodically performed by management. Adjustments are made to the lower of the carrying amount or fair market value of the assets less selling costs. Revenue and expenses from operations and valuation changes are included in noninterest expense. The Bank had no foreclosed assets during the years ending December 31, 2025 and 2024.

Rate Lock Commitments

The Bank enters into commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding (rate lock commitments). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. The period of time between issuance of a loan commitment and closing and sale of the loan generally ranges from 30 to 120 days. The Bank protects itself from changes in interest rates through the use of best-efforts forward delivery commitments, whereby the Bank commits to sell a loan at the time the borrower commits to an interest rate with the intent that the buyer has assumed interest rate risk on the loan. As a result, the Bank is not exposed to losses and will not realize significant gains related to its rate lock commitments due to changes in interest rates. The correlation between the rate lock commitments and the best-efforts contracts is very high due to their similarity.

The fair value of rate lock commitments and best-efforts contracts is not readily ascertainable with precision because rate lock commitments and best-efforts contracts are not actively traded in stand-alone markets. Management considers any gain or loss associated with rate lock commitments during the years ending December 31, 2025 and 2024 to be immaterial.

Income Taxes

Deferred income tax assets and liabilities are determined using the asset and liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based upon the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and give current recognition to changes in tax rates and laws. Deferred tax assets are recognized for deductible temporary differences, operating loss carryforwards, and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the consolidated statements of income. The Company did not record a liability for unrecognized tax benefits at December 31, 2025 and 2024.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been relinquished. Control over financial assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the rights (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Earnings Per Share

Basic earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. There wereno potentially dilutive shares as of December 31, 2025 and 2024. Class A and Class B common stock participate equally in the allocation of earnings.

Advertising Costs

The Company’s policy is to charge the production costs of advertising to expense as incurred. The Bank expensed $92 thousand and $114 thousand for advertising costs for the years ended December 31, 2025 and 2024, respectively.

Comprehensive Income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on AFS securities, are reported as a separate component of the stockholders’ equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income. For the years ended December 31, 2025 and 2024, the Company’s other comprehensive income primarily relates to changes in unrealized gains and losses on AFS securities and amortization of unrealized holding losses on securities transferred from AFS to HTM. Items reclassified out of accumulated other comprehensive income to net income include the sale of securities in 2024.

Fair Value Measurements

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board’s Accounting Standards Codification, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are not quoted market prices for the Company’s various financial instruments.

In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

If there has been a significant decrease in volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

Loss Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Management is not aware of any litigation, claims or legal actions during 2025, and does not believe there are now any such matters that will have a material effect on the financial statements.

Revenue Recognition

Accounting Standards Codification Topic 606 (“ASC 606”), “Revenue from Contracts with Customers,” creates a single framework for recognizing revenue from contracts with customers that fall within its scope and revises when it is appropriate to recognize gains or losses from the transfer of nonfinancial assets such as other real estate. The majority of the Company’s revenues come from interest income and other sources, including loans and securities that are outside the scope of ASC 606. The Company’s services that fall within the scope of ASC 606 are presented in noninterest income in the consolidated statements of income and are recognized as revenue when the Company satisfies its obligation to the customer.

ASC 606 is applicable to noninterest revenue streams such as service charges on deposit accounts, other service charges and fees, credit and debit card fees, and trust and wealth management income. The primary noninterest revenue streams within the scope of ASC 606 are discussed below.

Trust and Wealth Management Income

Trust and wealth management income represents monthly service charges due from clients for managing and administering the clients’ assets. Wealth management and trust services include investment management and advisory services, custody of assets, trust services and similar fiduciary activities, and financial planning services. Revenue is recognized when the performance obligation is completed each month. Income for financial planning services is recorded when payment is received, usually in stages throughout the contract.

Service Charges on Accounts

Service charges on accounts consist primarily of income from three areas. The Company earns income from account analysis, monthly service charges, and from overdraft, insufficient funds, and other deposit account related services as well as income from transaction-based services such as wire transfers and debit card fee income.

The Company’s performance obligation for account analysis and monthly service charges is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Payment for account analysis and service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to clients’ accounts. Overdraft fees and other deposit account related service charges are transaction-based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time.

Other account related service charges include transaction-based charges for wire transfers, safety deposit box rentals, lockbox, and other services. Safe deposit box rentals are charged to the client on an annual basis and income is recognized upon receipt of payment. The Company has determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation. The Company’s performance obligations for wire transfer and other service charges are largely satisfied, and the related revenue recognized, upon completion of the service. Payment is typically received immediately or in the following month.

Debit card income is primarily comprised of interchange fee income. Interchange fees are earned whenever debit cards issued by the Company are processed through card payment networks. The Company’s performance obligation for interchange fee income is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is received immediately or in the following month.

Segment Reporting

The Company operates as a single reportable segment. The Company’s Chairman of the Board of Directors, Chief Executive Officer, President, and Chief Financial Officer serve as the chief operating decision-makers, and evaluate financial performance and allocates resources on a consolidated basis. Although the Company offers a variety of financial products and services, including deposit accounts, loans, treasury management, and trust and wealth management services, management considers these activities to be components of a single business unit. Individual financial results of specific product lines or services are not separately reviewed by the chief operating decision makers for the purpose of making operating decisions. The Board of Directors reviews consolidated financial results as part of its oversight responsibilities. Accordingly, the Company has determined that it operates inone reportable segment under applicable accounting guidance.

Adoption of New Accounting Pronouncement

The Company adopted FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” effective for the annual reporting period beginning January 1, 2025. The amendments in this ASU require an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, which is greater than five percent of the amount computed by multiplying pretax income by the entity’s applicable statutory rate, on an annual basis. Additionally, the amendments in this ASU require an entity to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions that are equal to or greater than five percent of total income taxes paid (net of refunds received). Lastly, the amendments in this ASU require an entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. This ASU is effective for annual periods beginning after December 15, 2024. The Company adopted the standard retrospectively. and it did not have a material impact on the consolidated financial statements. See Note 8, “Income Taxes” for new disclosures required by ASU 2023-09.

Recent Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires public companies to disclose, in the notes to the financial statements, specific information about certain costs and expenses at each interim and annual reporting period. This includes disclosing amounts related to employee compensation, depreciation, and intangible asset amortization. In addition, public companies will need to provide qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. The FASB subsequently issued ASU 2025-01, “Income Statement – Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date.” which amends the effective date of ASU 2024 that all public business entities are required to adopt the guidance in ASU 2024-03 in annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Implementation of ASU 2024-03 may be applied prospectively or retrospectively. The Company does not expect the adoption of ASU 2024-03 to have a material impact on its consolidated financial statements.

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

Note 2. Capital Structure

On September 13, 2024, the Company filed a Registration Statement on Form S-1 with the U.S. Securities and Exchange Commission (“SEC”) in connection with its initial public offering (“IPO”), as amended on September 30, 2024, and declared effective by the SEC on October 3, 2024 (the “Registration Statement”). On October 7, 2024, the Company issued 1,850,000 shares of Class A common stock, par value of $0.01 (“Class A Common Stock”), at a public offering price of $22.00 per share. On October 7, 2024, the Company completed its IPO and received total net proceeds of $37.1 million, after deducting the underwriters’ discount and reimbursements for the underwriters’ legal and other out of pocket expenditures. The net proceeds less other related expenses, including audit fees, legal fees, listing fees, and other expenses, totaled $33.6 million.

On November 1, 2024, the Company issued an additional 142,897 shares of Class A Common Stock as a result of the underwriters’ exercise of their 30-day option to purchase up to an additional 277,500 shares of its Class A Common Stock. The issuance resulted in net proceeds to the Company of approximately $2.9 million, after deducting underwriting discounts and commissions.

In connection with the IPO, on October 3, 2024, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which establishedtwo new classes of common stock, Class A Common Stock and Class B common stock, par value $0.01 per share (“Class B Common Stock”), and reclassified and converted each outstanding share of the Company’s existing common stock, par value $1.00 per share (“Old Common Stock”), into 170 shares of Class B Common Stock (the “Reclassification”). The Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware also changed the number of authorized shares of Preferred Stock from 100,000 to 10,000,000.

As of December 31, 2025 and December 31, 2024, the Company hadno shares of Preferred Stock issued or outstanding.

Note 3. Securities & Allowance for Securities Credit Losses

The Company invests in a variety of debt securities, principally obligations of the U.S. government and federal agencies, mortgage-backed securities, state and municipal agencies, and corporations. As of December 31, 2025 and December 31, 2024, all debt securities were classified as held to maturity (“HTM”) or available for sale (“AFS”).

Management considers the appropriateness of the accounting treatment applied to the Company’s debt securities portfolio on an ongoing basis. During a prior year, certain AFS bonds were transferred to the HTM portfolio. Bonds selected for transfer included U.S. government and federal agencies, corporate bonds, and state and municipal bonds. The unrealized loss at the time of transfer is being amortized monthly over the remaining lives of the debt securities with an increase to the carrying value of the debt securities and a decrease to the related accumulated other comprehensive loss, which is included in the stockholders’ equity section of the consolidated balance sheets.

The following tables summarize the amortized cost, gross unrealized gains and losses, fair value and allowance for credit losses of AFS and HTM debt securities at December 31, 2025 and December 31, 2024 (dollars in thousands):

There were no holdings of any municipal or corporate debt issuer that equaled or exceeded 10.0% of stockholders’ equity at December 31, 2025 and December 31, 2024.

There wereno securities pledged as collateral to secure any borrowing source at December 31, 2025 and December 31, 2024.

Proceeds from calls, maturities, paydowns and sales of debt securities AFS totaled $386.1 million for the twelve months ended December 31, 2025 and $187.6 million for the twelve months ended December 31, 2024. Proceeds from sales, calls, maturities, and paydowns of debt securities HTM totaled $43.8 million and $7.4 million for the twelve month periods ended December 31, 2025 and 2024, respectively.

During the twelve months ended December 31, 2025, the Bank hadno sales of AFS securities. One AFS security was disposed of through a tender offered by the security’s issuer. The proceeds received approximated the security’s amortized cost, and the transaction did not result in a material gain or loss.3

During the twelve months ended December 31, 2024, the Bank sold an AFS bond that was charged off during a prior year for $210 thousand. The proceeds were recorded as a recapture of credit loss. Because this sale did not result in a realized gain or loss on sale of securities, it is excluded from the related tables below.

The proceeds, gross realized gains and losses from sales of debt securities during the twelve months ended December 31, 2024 were as follows (dollars in thousands):

Management classifies bonds as HTM only when the Company has the ability and intent to hold the bond to maturity, and certain sales or transfers of HTM could call into question management’s ability or intent to hold the remaining HTM bond portfolio to maturity, thereby “tainting” the entire portfolio and triggering a reclassification of the entire portfolio to AFS. However, there are limited situations, including evidence of deterioration in the issuer’s creditworthiness, in which the Company could sell an HTM bond without tainting the remaining HTM portfolio. During 2024, the Company soldtwo HTM bonds from a single issuer due to significant documented deterioration of the issuer’s creditworthiness evidenced by the downgrading of the issuer’s public credit rating. The sales are included in the tables above. Under these circumstances, the sales did not taint the HTM portfolio.

The amortized cost and fair value of debt securities by contractual maturity at December 31, 2025 is as follows (dollars in thousands):

Expected maturities may differ from contractual maturities if issuers have the right to call or repay obligations with or without prepayment penalties.

3 Immaterial gains and losses are defined as those less than one thousand dollars.

The following table shows the gross unrealized losses and fair values of the Company’s AFS debt securities with unrealized losses aggregated by investment category and length of time that individual debt securities have been in a continuous unrealized loss position at December 31, 2025 and December 31, 2024 (dollars in thousands):

In the AFS portfolio at December 31, 2025,18 out of 73 debt securities of the U.S. government and federal agencies,10 out of 15 mortgage-backed securities,38 out of 127 corporate bonds, and 204 out of 316 state and municipal securities were in an unrealized loss position. All of the Company’s investment portfolio was evaluated under the monitoring process described in Note 1, “Organization and Summary of Accounting Policies” and all investments were deemed investment grade. All of the unrealized losses are attributed to changes in market interest rates, and are not a result of deterioration of creditworthiness among any of the issuers.

Of the total AFS and HTM portfolio at December 31, 2025 and December 31, 2024,595 and 776 debt securities had unrealized losses with aggregate impairment of 1.7% and 4.3%, respectively, of the Company’s amortized cost basis. These unrealized losses related principally to interest rate movements and not the creditworthiness of the issuers. In analyzing an issuer’s financial condition, management considers whether the debt securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports. Credit loss allowances for the AFS and HTM portfolios are described in the following sections.

Allowance for Credit Losses—AFS Securities

Management evaluates debt securities to determine whether the unrealized loss is due to credit-related factors or non-credit-related factors. This analysis occurs on a quarterly basis. Consideration is given to the extent to which fair value is less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for full recovery of its amortized cost. If the assessment reveals that a credit loss exists, the present value of the expected cash flows of the security is compared to the amortized cost basis of the security. If the present value of future cash flows expected to be collected is less than the amortized cost, an allowance for the credit loss is recorded. The loss is limited by the amount that the amortized cost exceeds fair value.

As of the reporting date, the Company did not intend to sell any of the AFS debt securities, did not expect to be required to sell these debt securities, and expected to recover the entire amortized cost basis of all of the debt securities.

The Company didnot record an ACL on AFS debt securities at December 31, 2025 and December 31, 2024. The Company has evaluated these debt securities for credit-related impairment at the reporting date and concluded that no impairment existed. In analyzing an issuer’s financial condition, management considers whether the debt securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, industry analysts’ reports, and correlations between fair value changes and interest rate changes among instruments that are not credit sensitive. All AFS debt securities were current with no debt securities past due or on non-accrual as of December 31, 2025 and December 31, 2024. The Company considers the unrealized losses on the debt securities as of December 31, 2025 and December 31, 2024 to be related to fluctuations in market conditions, primarily interest rates, and is not reflective of deterioration in credit.

At December 31, 2025, there wasno allowance for credit losses, and there were no provisions, write offs, or recoveries on AFS debt securities recorded during the year.

The table below presents a roll forward by major security type of the allowance for credit losses on AFS debt securities for the twelve months ended December 31, 2024 (dollars in thousands):

At December 31, 2024, there wasno allowance for credit losses on AFS debt securities recorded. During the twelve months ended December 31, 2024, the Bank received proceeds totaling $210 thousand for a bond that was fully charged off during 2023, and recorded a recovery of credit loss.

Credit Quality Indicators and Allowance for Credit Losses - HTM Securities

The Company evaluates the credit risk of its HTM debt securities on a quarterly basis. The Company estimates expected credit losses on HTM debt securities using an instrument-level process described in Note 1, “Organization and Summary of Significant Accounting Policies.” The primary indicators of credit quality for the Company’s HTM portfolio are security type, time remaining to maturity, and credit rating. Credit ratings may be influenced by a number of factors including obligor cash flows, geography, seniority and others. The HTM portfolio includes debt securities issued by the U.S. Treasury and agencies of the federal government, and mortgage-backed securities issued by government agencies. These types of investments carry implicit or explicit backing of the U.S. Treasury, and therefore are deemed to carry no credit risk for purposes of the ACL evaluation.

The following table presents the amortized cost of HTM debt securities as of December 31, 2025 and December 31, 2024 by security type and credit rating (dollars in thousands):

The following tables summarize the change in the allowance for credit losses on HTM debt securities for the twelve months ended December 31, 2025 and 2024 (dollars in thousands):

At December 31, 2025 and December 31, 2024, the Company had no HTM debt securities that were 30 days or more past due as to principal and interest payments. The Company hadno HTM debt securities classified as non-accrual as of December 31, 2025 and December 31, 2024.

Equity Securities

The Company reported a fair value gain of $17 thousand in its equity security holding during the twelve month period ended December 31, 2025 and fair value loss of $5 thousand for the twelve month period ended December 31, 2024. The gain and loss were reflected in the “other income” component of noninterest income on the consolidated statements of income.

Note 4. Loans and Allowance for Loan Credit Losses

A summary of the composition of the loan portfolio at December 31, 2025 and December 31, 2024 is as follows (dollars in thousands):

Overdrafts totaling $58 thousand and $27 thousand at December 31, 2025 and December 31, 2024, respectively, were reclassified from deposits to loans.

The totals above include deferred costs (net of deferred fees) of $518 thousand at December 31, 2025 and $519 thousand at December 31, 2024.

The following tables present the activity in the allowance for credit losses by portfolio segment for the twelve months ended December 31, 2025 and 2024 (dollars in thousands):

There were no nonaccrual loans, loans 90 days past due and still accruing, or past due for 30 or more days as of December 31, 2025 and December 31, 2024.

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’s loan risk grading system and ongoing monitoring process is discussed in Note 1, “Organization and Summary of Accounting Policies.”

The following table presents the outstanding balance of the loan portfolio, by year of origination, loan classification, and credit quality, as of December 31, 2025 and December 31, 2024 (dollars in thousands):

Collateral Dependent Loans

FASB ASC Topic 326 describes a collateral-dependent asset as a financial asset for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower, based on management’s assessment, is experiencing financial difficulty as of the reporting date. Whether the underlying collateral is expected to be a substantial source of repayment for an asset depends on the availability, reliability, and capacity of sources other than the collateral to repay the debt. Collateral-dependent loans are individually evaluated for expected credit losses as of the reporting date, and they are removed from their respective pools of collectively evaluated assets. Expected credit losses for these types of assets are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs. There were no collateral-dependent loans that were individually evaluated for purposes of determining the allowance for credit loss under FASB ASC Topic 326 as of December 31, 2025 and December 31, 2024.

Modifications to Borrowers Experiencing Financial Difficulty

The Company may modify loans to borrowers in financial distress by providing principal forgiveness, term extension, and other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit losses. There were no loan modifications provided to borrowers exhibiting financial distress during the twelve months ended December 31, 2025 and 2024, and there were no such prior modifications in existence during the periods reported. During the reported periods, there were no payment defaults from any such loans during the twelve months preceding the modification because no such modifications were in existence during the periods.

Related Party Loan Transactions

Officers, directors and their affiliates had loans outstanding with the Company of $8.4 million and $8.6 million as of December 31, 2025 and December 31, 2024, respectively. During 2025, total principal payments and payoffs were $1.7 million. The remaining increase in the credit outstanding of $1.5 million, relates to a new loan to a related party. These transactions occurred in the ordinary course of business on substantially the same terms as those prevailing at the time for comparable transactions with unrelated persons.

Note 5. Premises and Equipment

A summary of the cost and accumulated depreciation of premises and equipment follows (dollars in thousands):

For December 31, 2025 and 2024, depreciation expense was $470 thousand and $494 thousand, respectively.

Note 6. Deposits

Remaining maturities on certificates of deposit are as follows (dollars in thousands):

The Bank heldno deposits classified as brokered as of December 31, 2025 and December 31, 2024. To achieve full insurance from the FDIC, some of the Bank’s depositors have enrolled in the ICS® program offered by the Bank through the IntraFi® network. When accounts are enrolled in this service, the Bank must elect, for each account, whether it will receive reciprocal deposit balance or sell the deposit balance. Reciprocal deposits through ICS®held on the consolidated balance sheets were $106.7 million and $130.3 million, as of December 31, 2025 and December 31, 2024 respectively. Total ICS®One-Way Sell® deposits of $359.9 million and $63.3 million as of December 31, 2025, and December 31, 2024, respectively, were sold to the network and therefore excluded from the Company’s consolidated balance sheets. The Bank receives fee income for the deposits that are sold, which is reported under deposit placement services income on the consolidated statements of income.

As of December 31, 2025, no clients maintained an individual deposit balance exceeding 5.0% of total deposits. As of December 31, 2024, two clients each maintained an individual deposit balance exceeding 5.0% of total deposits. The combined total deposit balance related to these clients was $202.6 million, accounting for 16.2% of total deposits.

Deposits from related parties held by the Company amounted to $1.8 million as of December 31, 2025 and $2.0 million as of December 31, 2024.

Note 7. Borrowings

Available Lines of Credit

The Bank maintains eligibility for a secured line of credit with the FHLB. To establish credit availability, the Bank will typically pledge eligible 1-4 family residential real estate loans from its loan portfolio as collateral. As of December 31, 2025 and 2024, the Bank had not pledged any collateral to the FHLB. Consequently, no credit availability was established, and no outstanding borrowings were recorded.

The Bank also maintains eligibility for a secured line of credit with the FRB, and will typically pledge investment securities to establish credit availability. At December 31, 2025 and December 31, 2024, the Bank had not pledged any collateral to the FRB. Consequently, no credit availability was established, and no outstanding borrowings were recorded.

Subsequent to year-end, the Company entered into a $15.0 million revolving credit facility as described in Note 16, “Subsequent Events.”

Short-Term Borrowing Facilities

As of December 31, 2025 and 2024, the Company hadno outstanding short-term borrowings. The Bank maintains access to unsecured federal funds purchase lines of credit with:

•Pacific Coast Bankers’ Bank: $50.0 million, maturing June 30, 2026,

•First National Bankers’ Bank: $10.0 million, maturing June 30, 2026, and

•Community Bankers’ Bank: $8.0 million, matured March 4, 2026 and subsequently renewed for a one year period to March 2, 2027.

These federal funds lines renew annually, and balances may remain outstanding for periods ranging from 10 to 90 consecutive days. The use of these credit facilities is contingent upon compliance with specified financial conditions and covenants.

As of December 31, 2025 and December 31, 2024, the Bank hadno outstanding balances under these federal funds purchase lines.

Note 8. Income Taxes

All income before taxes was earned in the United States. The provision for income taxes charged to operations for the years ended December 31, 2025 and 2024, consists of the following components (dollars in thousands):

The difference between the Company’s reported income tax expense and the amount computed by multiplying the statutory rate are as follows (dollars in thousands):

Other items influencing income tax expense encompass permanent differences, which include, but are not limited to, interest income from tax-exempt bonds, non-deductible interest expenses in accordance with the Tax Equity and Fiscal Responsibility Act (TEFRA), dues associated with lobbying activities, as well as expenditures related to meals and entertainment.

The Company files an income tax return in the U.S. federal jurisdiction and the State of Florida, and is subject to the bank franchise tax in the Commonwealth of Virginia and state franchise taxes in the State of Delaware. With few exceptions, the Company is no longer subject to federal or state tax examinations for years prior to 2022.

The Company paid income taxes to the following jurisdictions during the years ended December 31, 2025 and 2024 (dollars in thousands):

There were no income tax refunds received during the years ended December 31, 2025 and 2024.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are presented below (dollars in thousands):

Net deferred tax assets are reported as other assets on the consolidated balance sheets.

Note 9. Financial Instruments with Off-Balance Sheet Risk

The Company is party to credit related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its clients. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments.

At December 31, 2025 and 2024, the contractual amounts of financial instruments with off-balance commitments are as follows (dollars in thousands):

Commitments to grant loans are agreements to extend loans to clients provided the clients are in compliance with terms and conditions outlined in the respective loan documents. These commitments often come with specific expiration dates or other termination conditions, such as maturity dates, and may necessitate the payment of fees. Notably, lines of credit commitments might expire without being utilized, implying that the total commitment amounts do not accurately forecast future cash outflows. For collateral requirements, the Bank determines the necessity and amount based on an analysis of the borrower.

Unfunded commitments under credit card lines are related to business credit cards and represent potential future extensions of credit to current clients. These commitments, which are revolving in nature, allow cardholders to access credit up to a pre-approved limit without additional underwriting at the time of each transaction. Unlike traditional term loans, business credit card commitments may be partially or fully drawn at the discretion of the cardholder, and the outstanding balance fluctuates based on usage and repayment. The Bank evaluates the creditworthiness of business credit card holders at origination and may periodically reassess risk exposure. The Bank offers both secured and unsecured cards and aims to mitigate associated credit risk through monitoring, transaction limits, and credit reviews.

Unfunded commitments under lines of credit represent potential future credit extensions under existing lines of credit. Commercial lines of credit typically feature maturity dates within one year and do not automatically renew. Conversely, consumer revolving lines of credit and home equity lines, offer draw periods ranging from three to ten years, respectively, also without automatic renewal. These lines of credit are discretionary, with actual funding potentially falling short of the full commitment amount.

Standby letters of credit are conditional commitments by the Bank, serving as guarantees of a client’s performance to a third party. These instruments are typically utilized to facilitate both public and private borrowing arrangements. Almost all letters of credit issued are set to expire within one year, subject to automatic renewal unless terminated by the Bank in accordance with the terms of the agreement. The credit risk associated with issuing letters of credit mirrors that of extending traditional loan facilities to clients, with collateral being secured as deemed necessary by the Bank.

For information regarding the arrangement related to the ICS® network and related off-balance sheet One-Way Sell® deposits, see Note 6, “Deposits.”

Note 10. Regulatory Capital Requirements

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, financial institutions must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. A financial institution’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

The final rules implementing Basel Committee on Banking Supervision’s Capital guidelines for U.S. banks require the Bank to hold a capital conservation buffer of 2.5% above the adequately capitalized risk-based capital ratios. Although the capital conservation buffer is not part of regulatory minimum risk-based capital requirements, it does determine the minimums that must be met to avoid limitation on paying dividends, engaging in share repurchases, and paying discretionary bonuses if capital levels fall below the buffer amount. The Bank has made the one-time AOCI opt-out election available to non-advanced approach institutions under 12 C.F.R. § 3.22(b)(2). Accordingly, all components of the Bank’s AOCI, including net unrealized gain or loss on AFS securities, are excluded from the computation of regulatory capital.

To be categorized as well capitalized under the OCC’s regulatory framework for prompt corrective action, the Bank must maintain minimum risk-based capital and leverage ratios as set forth in the table below. The Bank currently satisfies the requirement under the OCC’s capital regulation to be “well capitalized.”

The following tables set forth the capital position and analysis for the Company and Bank (dollars in thousands). Because total assets on a consolidated basis are less than $3.0 billion, the Company is not subject to the consolidated capital requirements imposed by federal regulations. However, the Company elects to include those ratios for this report. Minimum capital ratios below include the capital conservation buffer.

After proceeds from the Company’s IPO are depleted, the Company’s principal source of funds for dividend payments is dividends received from the Bank. Banking regulations limit the amount of dividends that may be paid without prior approval of regulatory agencies. As of December 31, 2025, approximately $53.3 million of retained earnings was available for dividend declaration without regulatory approval.

Note 11. Employee Benefit Plans

401(k) Plan

The Company has a 401(k) Plan whereby all employees are eligible to participate in the plan upon meeting age and length of service requirements. Employees may contribute portions of their compensation subject to limits based on federal tax laws. The Company makes matching contributions to the plan. For 2025 and 2024, expense attributable to the plan amounted to $523 thousand and $471 thousand, respectively. The 401(k) expense is reported as salaries and employee benefits on the consolidated statements of income.

Long-Term Cash Incentive Plan

The Company maintains a long-term cash incentive compensation plan under which awarded participants are entitled to receive cash payments equivalent to the increase in Retained Earnings Per Share (“REPS”), as defined in the plan, with a vesting period determined by the grant date and extending over five orseven years. As of December 31, 2025 and December 31, 2024, the accrued liability for obligations under this plan was $4.0 million and $3.2 million, respectively. For the years 2025 and 2024, expenses attributable to the plan amounted to $1.2 million and $1.6 million, respectively.

On September 10, 2024, the Board of Directors adopted the Amended and Restated Long-Term Cash Incentive Plan, which became effective immediately. Under this plan, all awards granted in 2024 or later vest over five years, reflecting a change from the previous plan, under which awards granted prior to 2024 vest over seven years.

The accrued liability for vested and unvested awards is reported under accrued expenses and other liabilities on the consolidated balance sheets, while plan-related expenses are recognized in salaries and employee benefits in the consolidated statements of income.

Note 12. Fair Value Measurements

Determination of Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value measurements and disclosure topic specifies a hierarchy of valuation techniques based on whether the inputs to these valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. U.S. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs.

Fair Value Hierarchy

U.S. GAAP establishes a fair value hierarchy which categorizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:

Level 1 - Valuation is based on quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 - Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 - Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires significant management judgment or estimation.

An asset or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

Securities Available for Sale and Equity Securities

Debt securities AFS and equity securities are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data (Level 2). If the inputs used to provide the evaluation for certain securities are unobservable and/or there is little, if any, market activity then the security would fall to the lowest level of the hierarchy (Level 3).

The Company’s investment portfolio is valued using fair value measurements that are considered to be Level 1 or Level 2 but may also use Level 3 measurements if required by the composition of the portfolio. The Bank has contracted with a securities portfolio accounting service provider for valuation of its securities portfolio. Most security types are priced using the securities accounting provider’s internally developed pricing software which appraises securities from an online real-time database. Subscription pricing services such as ICE Data Services and Bloomberg Valuation Services may be used to supplement the internal pricing system for security types where the underlying collateral, cash flow projections or trade data is not readily available. If Level 1 or Level 2 inputs are not available, the software may rely upon a discounted cash flow analysis based on the net present value of a security’s projected cash flow to arrive at fair market value. Valuations for direct obligations of the U.S. Treasury, exchange listed stock and preferred stock are obtained from on-line real-time databases.

The securities accounting service provider utilizes proprietary valuation matrices for valuing all municipal securities. The initial curves for determining the price, movement, and yield relationships within the municipal matrices are derived from industry benchmark curves or sourced from a municipal trading desk. The securities are further broken down according to issuer, credit support, state of issuance and rating to incorporate additional spreads to the industry benchmark curves.

The following table presents the balances of financial assets measured at fair value on a recurring basis (dollars in thousands):

Assets Measured at Fair Value on a Non-recurring Basis

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

Collateral Dependent Loans

Individually evaluated loans are analyzed to determine whether they are collateral dependent. Any individually evaluated loans, which are deemed to be collateral dependent, with an allocation to the ACL are measured at fair value on a non-recurring basis. Any fair value adjustments are recorded in the period incurred as provision for credit losses on the consolidated statements of income.

The measurement of loss associated with collateral dependent loans can be based on either the observable market price of the loan or fair value of the collateral. Fair value is measured based on the value of the collateral securing the loans. Collateral may be in the form of real estate or business assets including equipment, inventory, and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined utilizing a market valuation approach based on an appraisal conducted by an independent, licensed appraiser outside of the Company using observable market data (Level 2). However, if the collateral is a house or building in the process of construction or if an appraisal of the real estate property using an income approach or is over two years old, then the fair value is considered Level 3. The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable business’s financial statements if not considered significant using observable market data. Likewise, values for inventory and accounts receivables collateral are based on financial statement balances or aging reports (Level 3). Any fair value adjustments are recorded in the period incurred as a provision for loan credit losses on the consolidated statements of income. There were no collateral dependent loans, and therefore no recorded reserve as of December 31, 2025 and December 31, 2024.

Other Real Estate Owned

Other real estate owned (“OREO”) is measured at fair value less costs to sell. Valuation of OREO is determined using current appraisals from independent parties, a Level 2 input. If current appraisals cannot be obtained, or if declines in value are identified after a recent appraisal is received, appraisal values may be discounted, resulting in a Level 3 estimate. If the Company markets the property with a realtor, estimated selling costs reduce the fair value, resulting in a valuation based on Level 3 inputs. Fair value adjustments are recorded in the period incurred and expensed against current earnings. The Bank held no OREO at December 31, 2025 and December 31, 2024.

Loans Held for Sale

Loans held for sale are carried at the lower of cost or fair value. These loans currently consist of 1-4 family residential loans originated for sale in the secondary market. Fair value is based on the price secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). As such, the Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale at December 31, 2025 or December 31, 2024.

There wereno assets measured at fair value on a nonrecurring basis at December 31, 2025 and December 31, 2024.

Fair Value of Financial Instruments

The following tables present the carrying value and estimated fair value including the level within the fair value hierarchy of the Company’s financial instruments as of December 31, 2025 and December 31, 2024 (dollars in thousands):

Note 13. Accumulated Other Comprehensive Loss

The following table presents the changes in each component in accumulated other comprehensive loss, net of tax for the years ended December 31, 2025 and 2024 (dollars in thousands):

There were no amounts reclassified out of accumulated other comprehensive loss for the year ending December 31, 2025.

The following table presents the amounts reclassified out of accumulated other comprehensive loss, net of tax for the year ending December 31, 2024 (dollars in thousands):

Note 14. Earnings Per Share

The Company’s stock is comprised oftwo classes: Class A Common Stock and Class B Common Stock. Except in regard to voting and conversion rights, the rights of Class A Common Stock and Class B Common Stock are identical, and the classes rank equally and share ratably with regard to all other matters. Each share of Class B Common Stock is convertible at any time intoone share of Class A Common Stock. Because Class A Common Stock and Class B Common Stock share in earnings equally, any potential conversions of Class B Common Stock to Class A Common Stock do not have a dilutive impact.

On October 3, 2024,26,876 existing shares of Old Common Stock held by the company’s pre-IPO investors were reclassified into 4,568,920 shares of Class B Common Stock. In connection with the IPO, the Company issued 1,850,000 shares of Class A Common Stock on October 7, 2024 and 142,897 shares of Class A Common Stock on November 1, 2024. Additional information regarding the stock Reclassification and the IPO is described in Note 2, “Capital Structure.”

When declared by the Company’s Board of Directors, holders of Class A Common Stock and Class B Common Stock are entitled to receive dividends equally and ratably on a per-share basis. The Company did not pay dividends to any stockholder during the years ended December 31, 2025 or 2024.

Under the two-class method, earnings available to common stockholders are allocated ratably on a per-share basis between Class A Common Stock and Class B Common Stock. The table below provides a reconciliation of the combined Class A and Class B Common Stock numerators and denominators of the earnings per share computations (dollars in thousands, except per share data). The number of basic and diluted shares are the same because there are no potentially dilutive instruments.

4 To arrive at undistributed earnings per share, undistributed net income is first pro rated between Class A and Class B Common shares. The resulting pro-rated, undistributed net income for each class is then divided by the weighted average shares for each class.

Note 15. Condensed Financial Statements of Parent Company

Financial information pertaining only to Chain Bridge Bancorp, Inc. is as follows (dollars in thousands):

Note 16. Subsequent Events

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. The Company evaluated subsequent events through March 20, 2026.

On February 20, 2026, the Company entered into a $15.0 million unsecured revolving credit facility with a correspondent bank. The facility matures on February 20, 2027 and may be extended for up totwo additionalone-year periods at the Company’s option, subject to compliance with the agreement’s terms. Borrowings under the facility bear interest at a variable rate based on 1.30% plus the greater of 1-Month Term SOFR or 1.00%. The agreement includes customary financial and negative covenants applicable to the Company and its bank subsidiary. Because the facility was executed after December 31, 2025, no amounts related to this agreement are reflected in the accompanying consolidated financial statements. As of the date of issuance of these consolidated financial statements, no amounts were outstanding under the facility.

The Company did not identify any other subsequent events that would have required adjustment to or disclosure in the financial statements.