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Meridian Corp

For the period ended Jun 30, 2025. Filed Aug 8, 2025.

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

Jun 30, 2025 · Filed Aug 8, 2025

MRBK$16.82+2.1%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements (Unaudited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)Summary of Significant Accounting Policies

Basis of Presentation

The Corporation’s unaudited consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial position and the results of operations for the interim periods presented have been included.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Amounts subject to significant estimates are items such as the allowance for credit losses, lending related commitments and the related unfunded commitment reserve, the fair value of financial instruments, other-than-temporary impairments of investment securities, and the valuations of goodwill, intangible assets, and servicing assets.

These unaudited consolidated financial statements should be read in conjunction with the Corporation’s filings with the SEC (including our Annual Report on Form 10-K for the year ended December 31, 2024), subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K that update or provide information in addition to the information included in Form 10-K and Form 10-Q filings, if any.

Certain prior period amounts have been reclassified to conform with current period presentation. Reclassifications had no effect on net income or stockholders’ equity. Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results for the year ending December 31, 2025 or for any other period.

Pronouncements Adopted/Effective during the six months ended June 30, 2025:

FASB ASU 2024-01 Stock Compensation - Scope Application of Profits Interest and Similar Awards

The amendments in this update improve the understandability of paragraph 718-10-15-3 apply to all entities that enter into share-based payments transactions and are effective for fiscal years beginning after December 15, 2024 and are to be applied on a prospective basis. The adoption of this amendment did not have a material impact on the Corporation's consolidated financial statements.

Pronouncements Not Yet Effective as of June 30, 2025:

FASB ASU No. 2023-06, "Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative".

This ASU amends the disclosure or presentation requirements related to various subtopics in the FASB ASC. The amendments in this ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC's regulations. For entities subject to the SEC's existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity.

FASB ASU 2023-09, “Income Taxes (Topic 740) Improvements to Income Tax Disclosures”

The amendments in this update address investor requests for more transparency about income tax information through improvements to annual income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments in this update are effective for our annual reporting period ended December 31, 2025 and are to be applied on a prospective basis. Early adoption is permitted. The Corporation is currently evaluating the impact on its annual disclosures.

FASB ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures"

This amendment requires enhanced disaggregation of certain expense categories within the income statement to provide more detailed information about the nature and function of expenses. The objective is to improve the transparency and usefulness of financial statements for users by offering greater insight into the components of operating expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026. These changes may be applied prospectively or retroactively. Early adoption is permitted. The Corporation is currently evaluating the impact on its disclosures.

FASB ASU 2025-01, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date"

This amendment addresses questions that were raised regarding the effective date of ASU 2024-03 for public business entities with non-calendar year ends. The amendment clarifies that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.

(2)Earnings per Common Share

Basic earnings per common share excludes dilution and is computed by dividing income available to common shareholders by the weighted-average common shares outstanding during the period reduced by unearned ESOP Plan shares and treasury shares. Diluted earnings per common share takes into account the potential dilution computed pursuant to the treasury stock method that could occur if stock options were exercised and converted into common stock, and if restricted stock awards were vested. The effects of stock options are excluded from the computation of diluted earnings per share in periods in which the effect would be anti-dilutive.

Three months endedJune 30,Six months endedJune 30,
(dollars in thousands, except per share data)2025202420252024
Numerator for earnings per share:
Net income available to common stockholders$5,592$3,326$7,991$6,002
Denominators for earnings per share:
Weighted average shares outstanding11,35211,24711,34211,246
Average unearned ESOP shares(124)(151)(127)(154)
Basic weighted averages shares outstanding11,22811,09611,21511,092
Dilutive effects of assumed exercises of stock options1645420086
Diluted weighted averages shares outstanding11,39211,15011,41511,178
Basic earnings per share$0.50$0.30$0.71$0.54
Diluted earnings per share$0.49$0.30$0.70$0.54
Antidilutive shares excluded from computation of average dilutive earnings per share534587357587

(3)Securities

The following tables presents the amortized cost, allowance for credit losses, and fair value of securities at the dates indicated:

June 30, 2025
(dollars in thousands)Amortized costGross unrealized gainsGross unrealized lossesAllowance for credit lossesFair value# of Securities in unrealized loss position
Securities available-for-sale:
U.S. asset backed securities$28,223$43$(324)$—$27,94216
U.S. government agency MBS23,741180(314)—23,60710
U.S. government agency CMO54,166209(1,874)—52,50139
State and municipal securities43,65982(4,930)—38,81132
U.S. Treasuries17,039—(1,107)—15,93216
Non-U.S. government agency CMO10,62134(285)—10,3709
Corporate bonds18,921430(612)—18,73913
Total securities available-for-sale$196,370$978$(9,446)$—$187,902135
(dollars in thousands)Amortized costGross unrecognized gainsGross unrecognized lossesAllowance for credit lossesFair value# of Securities in unrecognized loss position
Securities held to maturity:
State and municipal securities$32,642$2$(3,464)$—$29,18020
Total securities held-to-maturity$32,642$2$(3,464)$—$29,18020
December 31, 2024
(dollars in thousands)Amortized costGross unrealized gainsGross unrealized lossesAllowance for credit lossesFair value# of Securities in unrealized loss position
Securities available-for-sale:
U.S. asset backed securities$29,931$73$(160)$—$29,84412
U.S. government agency MBS21,39296(617)—20,87114
U.S. government agency CMO48,05123(2,461)—45,61342
State and municipal securities40,8541(4,159)—36,69631
U.S. Treasuries17,039—(1,589)—15,45016
Non-U.S. government agency CMO12,08259(412)—11,7299
Corporate bonds14,415448(762)—14,10115
Total securities available-for-sale$183,764$700$(10,160)$—$174,304139
(dollars in thousands)Amortized costGross unrecognized gainsGross unrecognized lossesAllowance for credit lossesFair value# of Securities in unrecognized loss position
Securities held to maturity:
State and municipal securities$33,771$7$(3,286)$—$30,49219
Total securities held-to-maturity$33,771$7$(3,286)$—$30,49219

Although the Corporation’s investment portfolio overall is in a net unrealized loss position at June 30, 2025, the temporary impairment in the above noted securities is primarily the result of changes in market interest rates subsequent to purchase and it is more likely than not that the Corporation will not be required to sell these securities prior to recovery to satisfy liquidity needs, and therefore, no securities warranted an ACL.

The following table shows the Corporation’s investment gross unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in continuous unrealized loss position at the dates indicated:

June 30, 2025
Less than 12 Months12 Months or moreTotal
(dollars in thousands)FairvalueUnrealized lossesFairvalueUnrealized lossesFairvalueUnrealized losses
Securities available-for-sale:
U.S. asset backed securities$15,525$(180)$6,379$(144)$21,904$(324)
U.S. government agency MBS3,439(29)7,232(285)10,671(314)
U.S. government agency CMO20,014(261)17,473(1,613)37,487(1,874)
State and municipal securities1,189(14)34,070(4,916)35,259(4,930)
U.S. Treasuries——15,932(1,107)15,932(1,107)
Non-U.S. government agency CMO1,293(52)4,943(233)6,236(285)
Corporate bonds928(4)6,842(608)7,770(612)
Total securities available-for-sale$42,388$(540)$92,871$(8,906)$135,259$(9,446)
Less than 12 Months · 12 Months or more · Total
(dollars in thousands)FairvalueUnrecognizedlossesFairvalueUnrecognizedlossesFairvalueUnrecognizedlosses
Securities held-to-maturity:
State and municipal securities$4,026$(219)$23,996$(3,245)$28,022$(3,464)
Total securities held-to-maturity$4,026$(219)$23,996$(3,245)$28,022$(3,464)
December 31, 2024
Less than 12 Months12 Months or moreTotal
(dollars in thousands)Fair valueUnrealized lossesFair valueUnrealized lossesFair valueUnrealized losses
Securities available-for-sale:
U.S. asset backed securities$12,708$(56)$3,568$(104)$16,276$(160)
U.S. government agency MBS5,773(183)9,050(434)14,823(617)
U.S. government agency CMO22,351(506)18,876(1,955)41,227(2,461)
State and municipal securities——35,199(4,159)35,199(4,159)
U.S. Treasuries——15,450(1,589)15,450(1,589)
Non-U.S. government agency CMO1,403(12)5,204(400)6,607(412)
Corporate bonds1,688(41)7,479(721)9,167(762)
Total securities available-for-sale$43,923$(798)$94,826$(9,362)$138,749$(10,160)
Less than 12 Months · 12 Months or more · Total
(dollars in thousands)FairvalueUnrecognizedlossesFairvalueUnrecognizedlossesFairvalueUnrecognizedlosses
Securities held-to-maturity:
State and municipal securities$1,048$(15)$27,271$(3,271)$28,319$(3,286)
Total securities held-to-maturity$1,048$(15)$27,271$(3,271)$28,319$(3,286)

As of June 30, 2025, substantially all of the Corporation’s available-for-sale investment securities were mortgage-backed securities or collateral mortgage obligations which were issued or guaranteed by U.S. government-sponsored entities and agencies. As of June 30, 2025 and December 31, 2024, there were no holdings of securities of any one issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders’ equity.

The amortized cost and carrying value of securities are shown below by contractual maturities at the dates indicated. Actual maturities may differ from contractual maturities as issuers may have the right to call or repay obligations with or without call or prepayment penalties.

June 30, 2025
Available-for-saleHeld-to-maturity
(dollars in thousands)Amortized costFair valueAmortized costFair value
Due in one year or less$—$—$—$—
Due after one year through five years21,62620,3291,0001,002
Due after five years through ten years23,96323,5277,7266,733
Due after ten years62,25357,56823,91621,445
Subtotal107,842101,42432,64229,180
Mortgage-related securities88,52886,478——
Total$196,370$187,902$32,642$29,180

There wereno sales of investment securities available for sale for the three and six months ended June 30, 2025 or June 30, 2024.

ACL on Securities AFS and HTM

We use credit ratings quarterly and the most recent financial information of securities' issuers annually to help evaluate the credit quality of our securities AFS and HTM portfolios on a quarterly basis. The securities portfolio consists primarily of U.S. government treasuries and U.S. government agency asset backed securities which have no probability of default. The remaining portfolio consists of highly rated municipal bonds, non-agency CMO, and corporate bonds that have a low probability of default.

For the three and six months ended June 30, 2025 and 2024, we had no significant ACL or provision expense and no charge-offs or recoveries on AFS or HTM securities.

Pledged Securities

As of June 30, 2025 and December 31, 2024, securities having a carrying value of $68.4 million and $43.3 million, respectively, were specifically pledged as collateral for public funds, the FRB discount window program, FHLB borrowings and other purposes. The FHLB has a blanket lien on non-pledged, mortgage-related loans and securities as part of the Corporation’s borrowing agreement with the FHLB.

(4)Loans and Other Finance Receivables

The following table presents loans and other finance receivables detailed by category at the dates indicated:

(dollars in thousands)June 30,2025December 31,2024
Real estate loans:
Commercial mortgage$855,465$823,976
Home equity lines and loans99,96390,721
Residential mortgage256,943252,565
Construction285,231259,553
Total real estate loans1,497,6021,426,815
Commercial and industrial404,011367,366
Small business loans144,655155,775
Consumer344349
Leases, net57,82275,987
Total loans and other finance receivables$2,104,434$2,026,292
Balances included in loans and other finance receivables, net of fees and costs:
Residential mortgage real estate loans accounted under fair value option, at fair value$14,541$14,501
Residential mortgage real estate loans accounted under fair value option, at amortized cost16,61216,543
Unearned lease income included in leases, net(6,213)(9,057)
Unamortized deferred loan origination costs, net of deferred fees3,8164,145

Fair Value Option for Residential Mortgage Real Estate Loans

Residential mortgage real estate loans that were originated by the Corporation and intended for sale in the secondary market to permanent investors, but were either repurchased or unsalable due to defect, and that the Corporation has the ability and intent to hold for the foreseeable future or until maturity or payoff are carried at fair value pursuant to the Corporation's election of the fair value option for these loans. The remaining loans, net of fees and costs are stated at their outstanding unpaid principal balances, net of deferred fees or costs, since the original intent for these loans was to hold them until payoff or maturity.

Nonaccrual and Past Due Loans and Other Finance Receivables

The following tables present an aging of the Corporation’s loans and other finance receivables at the dates indicated:

June 30, 2025
(dollars in thousands)30-59 days past due60-89 days past dueTotal past dueCurrentTotal accruingNonaccrualTotal loans and other finance receivables% Delinquent
Commercial mortgage$387$—$387$853,798$854,185$1,280$855,4650.19%
Home equity lines and loans71316788097,43998,3191,64499,9632.52
Residential mortgage (1)—392392247,086247,4789,465256,9433.84
Construction———276,249276,2498,982285,2313.15
Commercial and industrial———396,781396,7817,230404,0111.79
Small business loans (2)742—742124,502125,24419,411144,65513.93
Consumer———344344—344—
Leases, net34742377054,53055,3002,52257,8225.69%
Total$2,189$982$3,171$2,050,729$2,053,900$50,534$2,104,4342.55%

(1) Includes $14.5 million of loans at fair value of which $14.0 million are current, $0 are 30-89 days past due and $503 thousand are nonaccrual.

(2) Includes $10.0 million of loans within nonaccrual category that are guaranteed by the SBA.

December 31, 2024
(dollars in thousands)30-59 days past due60-89 days past dueTotal past dueCurrentTotal accruingNonaccrualTotal loans and other finance receivables% Delinquent
Commercial mortgage$1,290$—$1,290$821,877$823,167$809$823,9760.25%
Home equity lines and loans17615433088,67589,0051,71690,7212.26
Residential mortgage (1)3,259—3,259241,406244,6657,900252,5654.42
Construction1,000—1,000249,940250,9408,613259,5533.70
Commercial and industrial———355,400355,40011,966367,3663.26
Small business loans (2)1,351—1,351142,154143,50512,270155,7758.74
Consumer———349349—349—
Leases, net1,0464571,50372,63374,1361,85175,9874.41
Total$8,122$611$8,733$1,972,434$1,981,167$45,125$2,026,2922.66%

(1) Includes $14.5 million of loans at fair value of which $13.7 million are current, $473 thousand are 30-89 days past due and $340 thousand are nonaccrual.

(2) Includes $6.2 million of loans within nonaccrual category that are guaranteed by the SBA.

There wereno loans or other finance receivables in the table above as of June 30, 2025, andno loans or other finance receivables as of December 31, 2024, that were 90+days past due and still accruing interest.

Foreclosed and Repossessed Assets

At June 30, 2025 and December 31, 2024, there were 7 and 4 consumer mortgage loans, respectively, secured by residential real estate properties (included in loans, net of fees and costs on the Consolidated Balance Sheets) totaling $1.7 million and $1.3 million, respectively, for which formal foreclosure proceedings were in process.

During the three and six months ended June 30, 2025 the Corporation foreclosed on a commercial real estate property in partial satisfaction of a non-performing commercial loan relationship and repossessed a billboard asset from a separate commercial loan relationship. These assets were reclassified into OREO and other repossessed assets, respectively, on the balance sheet at June 30, 2025. The repossessed billboard was transferred into other repossessed assets with a value of $2.4 million, after consideration of estimated costs to sell, while the foreclosed real estate was transferred into OREO with a value of $719 thousand, after consideration of estimated costs to sell.

Risks and Uncertainties

Our commercial loans have been proactively managed in an effort to achieve a balanced portfolio with no unusual exposure to one industry. Additionally, most of our lending activity occurs within our primary market areas which are concentrated in southeastern Pennsylvania, Delaware, and Maryland as well as other contiguous markets and represents a geographic concentration. Commercial loans are generally viewed as having more inherent risk of default than residential real estate loans or other consumer loans. Also, the commercial loan balance per borrower is typically larger than that for residential real estate loans and consumer loans, implying higher potential losses on an individual loan basis.

Past Due and Nonaccrual Status

The following tables presents the amortized costs basis of loans and other finance receivables on nonaccrual status and 90 days or more past due and still accruing, net of fees and costs as of June 30, 2025 and December 31, 2024. As of these dates here were no loans or other finance receivables 90 days or more past due and still accruing.

June 30, 2025December 31, 2024
(dollars in thousands)Nonaccrual without ACLNonaccrual with ACLTotal nonaccrualNonaccrual without ACLNonaccrual with ACLTotal nonaccrual
Commercial mortgage$1,280$—$1,280$809$—$809
Home equity lines and loans1,644—1,6441,716—1,716
Residential mortgage8,6178489,4657,5183827,900
Construction3,4795,5038,9828,613—8,613
Commercial and industrial5,8821,3487,2309,1662,80011,966
Small business loans16,0403,37119,4118,1794,09112,270
Leases, net—2,5222,522—1,8511,851
Total$36,942$13,592$50,534$36,001$9,124$45,125

The decrease in commercial and industrial nonaccrual loans with ACL relates to the repossession of a billboard on a protracted commercial advertising loan relationship, combined with the foreclosure of a piece of real estate on another commercial loan, while the increase in nonaccrual SBA loans without ACL relates to additional risk rating downgrades leading to non-performing classification in the SBA loan portfolio.

Collateral-dependent Loans

The following tables presents the amortized cost basis of non-accruing collateral-dependent loans and other finance receivables by class as of June 30, 2025 and December 31, 2024 under the current expected credit loss model:

June 30, 2025December 31, 2024
(dollars in thousands)Real estateEquipment and otherTotalReal estateEquipment and otherTotal
Commercial mortgage$1,280$—$1,280$809$—$809
Home equity lines and loans1,644—1,6441,716—1,716
Residential mortgage9,465—9,4657,900—7,900
Construction8,982—8,9828,613—8,613
Commercial and industrial1,5265,7047,2301,34410,62211,966
Small business loans17,1362,27519,41110,1642,10612,270
Total$40,033$7,979$48,012$30,546$12,728$43,274

(5)Allowance for Credit Losses

The ACL is maintained at a level considered adequate to provide for estimated expected credit losses within the loan and other finance receivables portfolio over the contractual life of an instrument that considers our historical loss experience, current conditions and forecasts of future economic conditions as of the balance sheet date. Management’s periodic evaluation of the adequacy of the ACL is based on known and inherent risks in the portfolio, adverse situations that may affect the customer’s ability to repay, the estimated value of any underlying collateral, composition of the portfolio, current economic conditions and other relevant factors. This evaluation is subjective as it requires material estimates that may be susceptible to significant revisions as more information becomes available.

Roll-Forward of ACL by Portfolio Segment

The following tables provide the activity of our allowance for credit losses for the three and six months ended June 30, 2025 and June 30, 2024 under the CECL model in accordance with ASC 326:

Three Months Ended June 30, 2025
(dollars in thousands)Beginning BalanceCharge-offsRecoveriesProvision (recovery of provision) for credit lossesEnding balance
Commercial mortgage$3,382$—$—$29$3,411
Home equity lines and loans1,165—1981,264
Residential mortgage1,027—2681,097
Construction1,641——(60)1,581
Commercial and industrial2,765(858)111,7353,653
Small business loans8,611(2,152)31,3757,837
Consumer—(7)16—
Leases2,236(972)3623822,008
Total$20,827$(3,989)$380$3,633$20,851
Six Months Ended June 30, 2025
(dollars in thousands)Beginning BalanceCharge-offsRecoveriesProvision (recovery of provision) for credit lossesEnding balance
Commercial mortgage$3,469$—$—$(58)$3,411
Home equity lines and loans1,147—31141,264
Residential mortgage1,021—2741,097
Construction923(738)—1,3961,581
Commercial and industrial3,098(2,288)282,8153,653
Small business loans6,304(2,429)323,9307,837
Consumer—(7)25—
Leases2,476(1,525)4885692,008
Total$18,438$(6,987)$555$8,845$20,851
Three Months Ended June 30, 2024
(dollars in thousands)Beginning BalanceCharge-offsRecoveriesProvision (recovery of provision) for credit lossesEnding balance
Commercial mortgage$4,179$—$—$(503)$3,676
Home equity lines and loans958(86)262161,114
Residential mortgage1,177——(118)1,059
Construction583——8591
Commercial and industrial5,083(1,620)—1,3484,811
Small business loans7,805(1,392)641,0217,498
Consumer1—1(2)—
Leases3,385(1,254)1476762,954
Total$23,171$(4,352)$238$2,646$21,703
Six Months Ended June 30, 2024
(dollars in thousands)Beginning BalanceCharge-offsRecoveriesProvision (recovery of provision) for credit lossesEnding balance
Commercial mortgage$4,375$—$—$(699)$3,676
Home equity lines and loans998(86)271751,114
Residential mortgage1,020——391,059
Construction485——106591
Commercial and industrial4,518(1,828)22,1194,811
Small business loans7,005(1,479)671,9057,498
Consumer—(1)2(1)—
Leases3,706(3,402)2732,3772,954
Total$22,107$(6,796)$371$6,021$21,703

Reconciliation of Provision for Credit Losses

The following table provides a reconciliation of the provision for credit losses on the consolidated statements of income between the funded and unfunded components at the dates indicated:

Three Months Ended June 30,Six Months Ended June 30,
(dollars in thousands)2025202420252024
Provision for credit losses - funded loans$3,633$2,646$8,845$6,021
Provision (recovery) for credit losses - unfunded loans17034170(475)
Total provision for credit losses$3,803$2,680$9,015$5,546

Allowance Allocated by Portfolio Segment

The following tables detail the allocation of the ACL and the carrying value for loans and other finance receivables by portfolio segment based on the methodology used to evaluate the loans and other finance receivables at the dates indicated:

June 30, 2025
Allowance for credit lossesCarrying value
(dollars in thousands)Individually evaluatedCollectively evaluatedTotalIndividually evaluatedCollectively evaluatedTotal
Commercial mortgage$—$3,411$3,411$1,280$854,185$855,465
Home equity lines and loans—1,2641,2641,64498,31999,963
Residential mortgage851,0121,0978,962233,440242,402
Construction4021,1791,5818,982276,249285,231
Commercial and industrial7192,9343,6537,230396,781404,011
Small business loans2,0545,7837,83719,411125,244144,655
Consumer————344344
Leases, net—2,0082,008—57,82257,822
Total$3,260$17,591$20,851$47,509$2,042,384$2,089,893

(1) Excludes deferred fees and loans carried at fair value.

December 31, 2024
Allowance for credit lossesCarrying value
(dollars in thousands)Individually evaluatedCollectively evaluatedTotalIndividually evaluatedCollectively evaluatedTotal
Commercial mortgage$—$3,469$3,469$809$823,167$823,976
Home equity lines and loans—1,1471,1471,71689,00590,721
Residential mortgage299921,0217,560230,504238,064
Construction—9239238,613250,940259,553
Commercial and industrial8552,2433,09811,966355,400367,366
Small business loans1,8084,4966,30412,270143,505155,775
Consumer————349349
Leases, net—2,4762,476—75,98775,987
Total$2,692$15,746$18,438$42,934$1,968,857$2,011,791

(1) Excludes deferred fees and loans carried at fair value.

Credit Quality Indicators

As part of the process of determining the ACL to the different segments of the loan and other finance receivables portfolio, Management considers certain credit quality indicators. For the commercial mortgage, construction and commercial and industrial loan segments, periodic reviews of the individual loans are performed by Management. The results of these reviews are reflected in the risk grade assigned. These internally assigned grades are as follows:

Pass – Considered to be satisfactory with no indications of deterioration.

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

Substandard – Classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful – Classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Loan balances classified as doubtful have been reduced by partial charge-offs and are carried at their net realizable values.

The following tables detail the carrying value of loans and other finance receivables by portfolio segment based on year of origination and the credit quality indicators used to determine the allowance for credit losses at the dates indicated:

June 30, 2025 · Revolving Loans Converted to Term Loans · Revolving Loans · Total
Term Loans and Other Finance Receivables
(dollars in thousands) · 2025 · 2024 · 2023 · 2022 · 2021 · Prior
Commercial mortgage
Pass/Watch$59,205$118,611$103,625$156,475$139,673$252,071$186$—$829,846
Special Mention——3,43912,377—1,186——17,002
Substandard——2001,310—7,107——8,617
Total$59,205$118,611$107,264$170,162$139,673$260,364$186$—$855,465
Year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Construction
Pass/Watch$34,189$123,269$40,863$25,350$3,613$10,621$—$26,894$264,799
Special Mention—2111,185—————1,396
Substandard———10,3652,5993,101—2,97119,036
Total$34,189$123,480$42,048$35,715$6,212$13,722$—$29,865$285,231
Year-to-date gross charge-offs$—$—$—$—$—$—$—$(738)$(738)
Commercial and industrial
Pass/Watch$48,249$71,417$18,967$16,009$10,326$25,265$—$184,661$374,894
Special Mention——8502,6904,019——1,7199,278
Substandard————1,3489,513—8,97819,839
Total$48,249$71,417$19,817$18,699$15,693$34,778$—$195,358$404,011
Year-to-date gross charge-offs$—$(758)$(160)$(23)$(264)$—$—$(1,083)$(2,288)
Small business loans
Pass/Watch$25,788$21,940$20,307$17,966$13,197$10,033$—$10,717$119,948
Special Mention—915786——56——1,757
Substandard—1,6412,08977410,0554,533—3,85822,950
Total$25,788$24,496$23,182$18,740$23,252$14,622$—$14,575$144,655
Year-to-date gross charge-offs$—$—$(241)$(233)$(692)$(907)$—$(356)$(2,429)
Total by risk rating
Pass/Watch$167,431$335,237$183,762$215,800$166,809$297,990$186$222,272$1,589,487
Special Mention—1,1266,26015,0674,0191,242—1,71929,433
Substandard—1,6412,28912,44914,00224,254—15,80770,442
Total$167,431$338,004$192,311$243,316$184,830$323,486$186$239,798$1,689,362
Total year-to-date gross charge-offs$—$(758)$(401)$(256)$(956)$(907)$—$(2,177)$(5,455)
December 31, 2024 · Revolving Loans Converted to Term Loans · Revolving Loans · Total
Term Loans and Other Finance Receivables
(dollars in thousands) · 2024 · 2023 · 2022 · 2021 · 2020 · Prior
Commercial mortgage
Pass/Watch$118,289$99,971$162,831$140,046$92,705$184,157$511$189$798,699
Special Mention—3,47111,25897247767667—17,182
Substandard—20030—4,6813,184——8,095
Total$118,289$103,642$174,119$141,018$97,433$188,108$1,178$189$823,976
Year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Construction
Pass/Watch$89,417$61,040$38,315$10,935$7,015$4,229$123$34,613$245,687
Special Mention1601,1852,948—————4,293
Substandard——1,2771,6055162,608—3,5679,573
Total$89,577$62,225$42,540$12,540$7,531$6,837$123$38,180$259,553
Year-to-date gross charge-offs$—$—$—$—$—$—$—$—$—
Commercial and industrial
Pass/Watch$81,352$23,658$16,844$15,634$8,499$23,220$—$162,980$332,187
Special Mention—8502,599438———2,4556,342
Substandard—1153,8132,365—9,978—12,56628,837
Total$81,352$24,623$23,256$18,437$8,499$33,198$—$178,001$367,366
Year-to-date gross charge-offs$(351)$(1,136)$(41)$—$—$(1,324)$—$(3,515)$(6,367)
Small business loans
Pass/Watch$35,720$23,714$24,446$22,800$6,699$6,226$—$13,818$133,423
Special Mention—4255072,3351,332———4,599
Substandard—1,8041,2948,4814,085——2,08917,753
Total$35,720$25,943$26,247$33,616$12,116$6,226$—$15,907$155,775
Year-to-date gross charge-offs$—$(118)$(1,986)$(1,064)$(352)$—$—$(780)$(4,300)
Total by risk rating
Pass/Watch$324,778$208,383$242,436$189,415$114,918$217,832$634$211,600$1,509,996
Special Mention1605,93117,3123,7451,3797676672,45532,416
Substandard—2,1196,41412,4519,28215,770—18,22264,258
Total$324,938$216,433$266,162$205,611$125,579$234,369$1,301$232,277$1,606,670
Total year-to-date gross charge-offs$(351)$(1,254)$(2,027)$(1,064)$(352)$(1,324)$—$(4,295)$(10,667)

The Corporation had no loans with a risk rating of Doubtful included within recorded investment in loans and leases held for investment at June 30, 2025 and December 31, 2024.

In addition to credit quality indicators as shown in the above tables, allowance allocations for home equity lines and loans, residential mortgages, consumer loans and leases are also applied based on their year of origination and performance status at the dates indicated:

June 30, 2025 · Revolving Loans · Total
Term Loans and Other Finance Receivables
(dollars in thousands) · 2025 · 2024 · 2023 · 2022 · 2021 · Prior
Home equity lines and loans
Performing$736$702$251$611$209$3,473$92,337$98,319
Nonperforming————913421,2111,644
Total$736$702$251$611$300$3,815$93,548$99,963
Year-to-date gross charge-offs$—$—$—$—$—$—$—$—
Residential mortgage (1)
Performing$14,612$12,558$39,200$136,417$16,421$14,232$—$233,440
Nonperforming—1284613,2767464,351—8,962
Total$14,612$12,686$39,661$139,693$17,167$18,583$—$242,402
Year-to-date gross charge-offs$—$—$—$—$—$—$—$—
Consumer
Performing$11$13$27$17$—$232$44$344
Nonperforming————————
Total$11$13$27$17$—$232$44$344
Year-to-date gross charge-offs$—$—$—$—$—$—$(7)$(7)
Leases, net
Performing$1,461$372$13,022$27,001$11,361$2,083$—$55,300
Nonperforming——4281,44557376—2,522
Total$1,461$372$13,450$28,446$11,934$2,159$—$57,822
Year-to-date gross charge-offs$—$—$(43)$(845)$(606)$(31)$—$(1,525)
Total by Payment Performance
Performing$16,820$13,645$52,500$164,046$27,991$20,020$92,381$387,403
Nonperforming—1288894,7211,4104,7691,21113,128
Total$16,820$13,773$53,389$168,767$29,401$24,789$93,592$400,531
Total year-to-date gross charge-offs$—$—$(43)$(845)$(606)$(31)$(7)$(1,532)
(1) Excludes $14.5 million of loans at fair value.
December 31, 2024 · Revolving Loans · Total
Term Loans and Other Finance Receivables
(dollars in thousands) · 2024 · 2023 · 2022 · 2021 · 2020 · Prior
Home equity lines and loans
Performing$705$332$620$211$328$3,313$83,016$88,525
Nonperforming———91—3421,7632,196
Total$705$332$620$302$328$3,655$84,779$90,721
Year-to-date gross charge-offs$—$—$—$—$—$—$(86)$(86)
Residential mortgage (1)
Performing$13,878$43,860$140,953$16,761$6,808$8,245$—$230,505
Nonperforming1292532,3237523573,745—7,559
Total$14,007$44,113$143,276$17,513$7,165$11,990$—$238,064
Year-to-date gross charge-offs$—$—$—$—$—$—$—$—
Consumer
Performing$14$32$22$—$—$241$40$349
Nonperforming————————
Total$14$32$22$—$—$241$40$349
Year-to-date gross charge-offs$—$—$—$—$—$—$(5)$(5)
Leases, net
Performing$741$15,594$36,229$17,253$4,326$—$—$74,143
Nonperforming—298945493108——1,844
Total$741$15,892$37,174$17,746$4,434$—$—$75,987
Year-to-date gross charge-offs$—$(968)$(3,606)$(1,077)$(265)$—$—$(5,916)
Total by Payment Performance
Performing$15,338$59,818$177,824$34,225$11,462$11,799$83,056$393,522
Nonperforming1295513,2681,3364654,0871,76311,599
Total$15,467$60,369$181,092$35,561$11,927$15,886$84,819$405,121
Total year-to-date gross charge-offs$—$(968)$(3,606)$(1,077)$(265)$—$(91)$(6,007)

(1) Excludes $14.5 million of fair value loans.

Modifications to Borrowers Experiencing Financial Difficulty

An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the ACL on loans and other finance receivables, a change to the allowance for credit losses is generally not recorded upon modification. However, when principal forgiveness is provided, the amortized cost basis of the asset is written off against the ACL. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the ACL.

The following presents, by class, information regarding accruing and nonaccrual modifications to borrowers experiencing financial difficulty during the three and six months ended June 30, 2025 and 2024.

Three Months Ended June 30, 2025Three Months Ended June 30, 2024
NumberAmortized Cost Basis% of Total Class of Financing ReceivableRelated ReserveNumberAmortized Cost Basis% of Total Class of Financing ReceivableRelated Reserve
(dollars in thousands)
Accruing Modifications to Borrowers Experiencing Financial Difficulty:
Small business loans1$4610.3%$——$——%$—
Construction29,0963.2%————%—
Commercial & industrial28500.2%—31,4020.4%—
Total5$10,407$—3$1,402$—
Nonaccrual Modifications to Borrowers Experiencing Financial Difficulty:
Small business loans—$——%$—1$1,1950.8%$15
Commercial & industrial———%—41,6050.5%—
Leases188451.5%————%—
Residential mortgage29110.4%————%—
Total20$1,756$—5$2,800$15
Six Months Ended June 30, 2025Six Months Ended June 30, 2024
NumberAmortized Cost Basis% of Total Class of Financing ReceivableRelated ReserveNumberAmortized Cost Basis% of Total Class of Financing ReceivableRelated Reserve
(dollars in thousands)
Accruing Modifications to Borrowers Experiencing Financial Difficulty:
Small business loans4$2,4091.7%$—1$1650.1%$—
Construction410,4923.7%————%—
Commercial mortgage19590.1%————%—
Commercial & industrial31,9270.5%—52,5920.7%—
Total12$15,787$—6$2,757$—
Nonaccrual Modifications to Borrowers Experiencing Financial Difficulty:
Small business loans1$5510.4%$4341$1,1950.8%$15
Construction12,9711.0%402———%—
Commercial & industrial———%—41,6050.5%—
Leases188451.5%————%—
Residential mortgage29110.4%————%—
Total22$5,278$8365$2,800$15

The following presents, by class, information regarding accruing and nonaccrual modifications to borrowers experiencing financial difficulty during the three and six months ended June 30, 2025 and 2024.

Three Months Ended June 30, 2025Three Months Ended June 30, 2024
NumberFinancial EffectNumberFinancial Effect
Accruing Modifications to Borrowers Experiencing Financial Difficulty:
Small business loans1Extend maturity date—
Construction2Extend maturity date—
Commercial & industrial2Extend maturity date3Extend maturity date and payment concession
Total53
Nonaccrual Modifications to Borrowers Experiencing Financial Difficulty:
Small business loans—1Extend maturity date and allow additional lender funding
Commercial & industrial—4Extend maturity date
Leases18Extend maturity date—
Residential mortgage2Extend maturity date—
Total205
Six Months Ended June 30, 2025Six Months Ended June 30, 2024
NumberFinancial EffectNumberFinancial Effect
Accruing Modifications to Borrowers Experiencing Financial Difficulty:
Small business loans4Extend maturity date1Extend maturity date
Construction4Extend maturity date—
Commercial mortgage1Extend maturity date and allow additional lender funding—
Commercial & industrial3Extend maturity date5Extend maturity date and allow additional lender funding
Total126
Nonaccrual Modifications to Borrowers Experiencing Financial Difficulty:
Small business loans1Extend maturity date1Extend maturity date
Construction1Extend maturity date—
Commercial & industrial—4Extend maturity date and allow additional lender funding
Leases18Extend maturity date—
Residential mortgage2Extend maturity date—
Total225

There were 25 and 8 modifications granted to borrowers experiencing financial difficulty during the three months ended June 30, 2025 and June 30, 2024, respectively. There were 34 and 11 modifications granted to borrowers experiencing financial difficulty for the six months ended June 30, 2025 and June 30, 2024, respectively.

The increase period over period in assistance provided to borrowers experiencing financial difficulty continues to be seen in small business loans, leases, and residential loans and to a lesser degree construction and commercial mortgage loans. The primary factor for the financial difficulty generally comes from higher interest rates (small business loans) or higher rates for longer periods (which for construction, caused the borrower to go through their interest reserve quicker).

There were zero loans that had payment defaults during the six months ended June 30, 2025, respectively, andzero during the six months ended June 30, 2024, that were modified in the 12 months before default to borrowers experiencing financial difficulty. There were $2.3 million in commitments to lend additional funds to the borrowers experiencing financial difficulty that had modifications during the six months ended June 30, 2025 andno commitments to lend additional funds to such borrowers during the six months ended June 30, 2024.

The following presents, by class of loans, the amortized cost and performance status of accruing and nonaccrual modified loans to borrowers experiencing financial difficulty that have been modified in the last 12 months as of June 30, 2025 and 2024.

June 30, 2025
Current30-59 days past due60-89 days past due90+ days past due and still accruingNonaccrual loans and leasesTotal
(dollars in thousands)
Small business loans$2,409$—$—$—$551$2,960
Construction10,492———2,97113,463
Commercial mortgage959————959
Commercial & industrial1,927————1,927
Leases————845845
Residential mortgage————911911
Total$15,787$—$—$—$5,278$21,065
June 30, 2024
Current30-59 days past due60-89 days past due90+ days past due and still accruingNonaccrual loans and leasesTotal
(dollars in thousands)
Small business loans$165$—$—$—$1,195$1,360
Commercial & industrial2,592———1,6054,197
Total$2,757$—$—$—$2,800$5,557

(6)Short-Term Borrowings and Long-Term Debt

The Corporation’s short-term borrowings generally consist of federal funds purchased and short-term borrowings extended under agreements with the FHLB or other correspondent banks. The Corporation has 4 unsecured borrowing facilities with correspondent banks for up to $56 million in total. Federal funds purchased generally represent one-day borrowings. The Corporation had $0 and $0 in Federal funds purchased at June 30, 2025 and December 31, 2024. The Corporation also has a facility with the Federal Reserve Bank discount window of $5 million. This facility is fully secured by investment securities and pledged loans. There wereno borrowings under this at June 30, 2025 and December 31, 2024. The Holding Company has a revolving line of credit with ACBB of $5 million that is used to fund operating activities of the Corporation.

The following table presents short-term borrowings at the dates indicated:

(dollars in thousands)MaturitydateInterestrateJune 30,2025December 31,2024
FHLB Open Repo Plus Weekly6/15/20264.71%$89,999$75,205
ACBB Holding Company Revolving LOC7/25/20257.75%4,7005,000
FHLB Mid-term Repo Fixed10/14/20255.16%9,4929,492
FHLB Mid-term Repo Fixed12/22/20254.23%8,9358,935
Total Short-Term Borrowings$113,126$98,632

The following table presents long-term borrowings at the dates indicated:

(dollars in thousands)MaturitydateInterestrateJune 30,2025December 31,2024
FHLB Mid-term Repo Fixed5/20/20274.70%$10,594$10,594
FHLB Mid-term Repo Fixed7/14/20264.57%15,24515,245
Total Long-Term Borrowings$25,839$25,839

The FHLB has also issued $187.5 million of letters of credit to the Corporation for the benefit of the Corporation’s public deposit funds and loan customers. These letters of credit expire throughout the remainder of 2025.

The Corporation has a maximum borrowing capacity with the FHLB of $710.4 million as of June 30, 2025 and $699.3 million as of December 31, 2024. All advances and letters of credit from the FHLB are secured by a blanket lien on non-pledged, mortgage-related loans and securities as part of the Corporation’s borrowing agreement with the FHLB.

(7)Servicing Assets

The Corporation sells certain residential mortgage loans and the guaranteed portion of certain SBA loans to third parties and retains servicing rights and receives servicing fees. All such transfers are accounted for as sales. When the Corporation sells a residential mortgage loan, it does not retain any portion of that loan and its continuing involvement in such transfers is limited to certain servicing responsibilities. While the Corporation may retain a portion of certain sold SBA loans, its continuing involvement in the portion of the loan that was sold is limited to certain servicing responsibilities. When the contractual servicing fees on loans sold with servicing retained are expected to be more than adequate compensation to a servicer for performing the servicing, a capitalized servicing asset is recognized.

Residential Mortgage Loans

The related MSR asset is amortized over the period of the estimated future net servicing life of the underlying assets. MSRs are evaluated quarterly for impairment based upon the fair value of the rights as compared to their amortized cost. Impairment is recognized on the income statement to the extent the fair value is less than the capitalized amount of the MSR. The Corporation serviced $9 million and $122 million of residential mortgage loans as of June 30, 2025 and December 31, 2024, respectively. During the three and six months ended June 30, 2025, the Corporation recognized servicing fee income of $50 thousand and $124 thousand, compared to $578 thousand and $1.2 million, during the three and six months ended June 30, 2024.

Changes in the MSR balance are summarized as follows:

Three months endedJune 30,Six months endedJune 30,
(dollars in thousands)2025202420252024
Balance at beginning of the period$1,079$8,314$1,124$8,622
Servicing rights capitalized822832
Amortization of servicing rights(37)(310)(82)(628)
Sale of servicing assets(979)—(979)—
Balance at end of the period$71$8,026$71$8,026

The decrease in MSR balance in the table above from June 30, 2024 to June 30, 2025 was the result of the Corporation's sale of residential mortgage loan servicing rights during the fourth quarter of 2024, as well as during the first six months of 2025. During the fourth quarter of 2024 the Corporation sold approximately $6.6 million of residential mortgage loan servicing rights associated with $777.2 million of serviced loans. During the six months ended June 30, 2025 the Corporation sold approximately $979 thousand of residential mortgage loan servicing rights associated with $110.2 million of serviced loans.

The Corporation uses assumptions and estimates in determining the fair value of MSRs. These assumptions include prepayment speeds and discount rates. The assumptions used in the valuation were based on input from buyers, brokers and other qualified personnel, as well as market knowledge. At June 30, 2025, the key assumptions used to determine the fair value of the Corporation’s MSRs included a lifetime constant prepayment rate equal to 9.03% and a discount rate equal to 9.50%. At December 31, 2024, the key assumptions used to determine the fair value of the Corporation’s MSRs included a lifetime constant prepayment rate equal to 10.97% and a discount rate equal to 9.50%.

The sensitivity of the current fair value of the residential mortgage servicing rights to immediate 10% and 20% adverse changes in key economic assumptions are included in the following table.

(dollars in thousands)June 30,2025December 31,2024
Fair value of residential mortgage servicing rights$98$1,494
Weighted average life (months)4743
Prepayment speed9.03%10.97%
Impact on fair value:
10% adverse change$(4)$(63)
20% adverse change(8)(121)
Discount rate9.50%9.50%
Impact on fair value:
10% adverse change$(4)$(53)
20% adverse change(7)(102)

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of an adverse variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments), which may magnify or counteract the effect of the change.

SBA Loans

SBA loan servicing assets are amortized over the period of the estimated future net servicing life of the underlying assets. SBA loan servicing assets are evaluated quarterly for impairment based upon the fair value of the rights as compared to their amortized cost. Impairment is recognized on the income statement to the extent the fair value is less than the capitalized amount of the SBA loan servicing asset. The Corporation serviced $281.2 million and $246.7 million of SBA loans, as of June 30, 2025 and December 31, 2024, respectively.

Changes in the SBA loan servicing asset balance are summarized as follows:

Three months endedJune 30,Six months endedJune 30,
(dollars in thousands)2025202420252024
Balance at beginning of the period$3,205$3,259$3,258$3,127
Servicing rights capitalized657256885453
Amortization of servicing rights(280)(219)(590)(460)
Change in valuation allowance51934195
Balance at end of the period$3,587$3,315$3,587$3,315

Activity in the valuation allowance for SBA loan servicing assets was as follows:

Three months endedJune 30,Six months endedJune 30,
(dollars in thousands)2025202420252024
Valuation allowance, beginning of period$(45)$(92)$(74)$(268)
Recovery51934195
Valuation allowance, end of period$(40)$(73)$(40)$(73)

The Corporation uses assumptions and estimates in determining the fair value of SBA loan servicing rights. These assumptions include prepayment speeds, discount rates, and other assumptions. The assumptions used in the valuation were based on input from buyers, brokers and other qualified personnel, as well as market knowledge. At June 30, 2025, the key assumptions used to determine the fair value of the Corporation’s SBA loan servicing rights included a lifetime constant prepayment rate equal to 17.28% and a discount rate equal to 13.66%. At December 31, 2024, the key assumptions used to determine the fair value of the Corporation’s SBA loan servicing rights included a lifetime constant prepayment rate equal to 17.18% and a discount rate equal to 13.40%.

The sensitivity of the current fair value of the SBA loan servicing rights to immediate 10% and 20% adverse changes in key economic assumptions are included in the following table.

(dollars in thousands)June 30,2025December 31,2024
Fair value of SBA loan servicing rights$4,145$3,670
Weighted average life (years)3.23.5
Prepayment speed17.28%17.18%
Impact on fair value:
10% adverse change$(166)$(166)
20% adverse change(320)(317)
Discount rate13.66%13.40%
Impact on fair value:
10% adverse change$(81)$(81)
20% adverse change(159)(159)

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. As indicated, changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of an adverse variation in a particular assumption on the fair value of the SBA servicing rights is calculated without changing any other assumption; while in reality, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments), which may magnify or counteract the effect of the change.

(8)Fair Value Measurements and Disclosures

The Corporation uses fair value measurements to record fair value adjustments to certain assets and liabilities. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a 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 no quoted market prices for the Corporation’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.

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation techniques 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.

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

Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

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.

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis.

Securities

The fair value of securities available-for-sale (carried at fair value) and held to maturity (carried at amortized cost) are determined by matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices.

Mortgage Loans Held for Sale

The fair value of loans held for sale is based on secondary market prices.

Mortgage Loans Held for Investment

The fair value of mortgage loans held for investment is based on the price secondary markets are currently offering for similar loans using observable market data.

Derivative Financial Instruments

The fair values of forward commitments and interest rate swaps are based on market pricing and therefore are considered Level 2. Derivatives classified as Level 3 consist of interest rate lock commitments related to mortgage loan commitments. The determination of fair value includes assumptions related to the likelihood that a commitment will ultimately result in a closed loan, which is a significant unobservable assumption. A significant increase or decrease in the external market price would result in a significantly higher or lower fair value measurement.

The following table presents the fair value of financial assets measured at fair value on a recurring basis by level within the fair value hierarchy at the dates indicated:

June 30, 2025
(dollars in thousands)TotalLevel 1Level 2Level 3
Assets
Securities available for sale:
U.S. asset backed securities$27,942$—$27,942$—
U.S. government agency MBS23,607—23,607—
U.S. government agency CMO52,501—52,501—
State and municipal securities38,811—38,811—
U.S. Treasuries15,93215,932——
Non-U.S. government agency CMO10,370—10,370
Corporate bonds18,739—18,739—
Equity investments2,130—2,130—
Mortgage loans held for sale44,078—44,078—
Mortgage loans held for investment14,541—14,541—
Interest rate lock commitments346——346
Customer derivatives - interest rate swaps2,190—2,190—
Fair Value Hedge7—7—
Total$251,194$15,932$234,916$346
Liabilities
Interest rate lock commitments$39$—$—$39
Forward commitments111——111
Customer derivatives - interest rate swaps2,226—2,226—
Risk Participation Agreements14—14—
Interest rate swaps295—295—
Total$2,685$—$2,535$150
December 31, 2024
(dollars in thousands)TotalLevel 1Level 2Level 3
Assets
Securities available for sale:
U.S. asset backed securities$29,844$—$29,844$—
U.S. government agency MBS20,871—20,871—
U.S. government agency CMO45,613—45,613—
State and municipal securities36,696—36,696—
U.S. Treasuries15,45015,450——
Non-U.S. government agency CMO11,729—11,729—
Corporate bonds14,101—14,101—
Equity investments2,086—2,086—
Mortgage loans held for sale32,413—32,413—
Mortgage loans held for investment14,501—14,501—
Interest rate lock commitments216——216
Forward commitments30—30—
Customer derivatives - interest rate swaps2,755—2,755—
Fair Value Hedge3—3—
Interest rate swaps9—9—
Total$226,317$15,450$210,651$216
Liabilities
Interest rate lock commitments$35$—$—$35
Forward commitments2,745—2,745—
Customer derivatives - interest rate swaps91—91—
Risk Participation Agreements61—61—
Total$2,932$—$2,897$35

The following table presents assets measured at fair value on a nonrecurring basis at the dates indicated:

(dollars in thousands)June 30,2025December 31,2024
Mortgage servicing rights$71$1,124
SBA loan servicing rights3,5873,258
Individually evaluated loans (1)
Commercial and industrial6291,944
Construction5,101—
Small business loans1,3172,284
Total$10,705$8,610

(1) Individually evaluated loans are those in which the Corporation has measured impairment generally based on the fair value of the loan’s collateral. The increase in individually evaluated commercial and industrial loans noted above was due to reassessing how we evaluate the impairment on a loan relationship to now be based on the fair value of collateral.

The following table details the valuation techniques for Level 3 individually evaluated loans.

(dollars in thousands)Fair ValueValuation TechniqueSignificant Unobservable InputRange of Inputs
June 30, 2025$7,047Appraisal of collateralManagement adjustments on appraisals for property type and recent activity2%-33% discount
December 31, 20244,228Appraisal of collateralManagement adjustments on appraisals for property type and recent activity2%-33% discount

Below is management’s estimate of the fair value of all financial instruments, whether carried at cost or fair value on the Corporation’s balance sheet. The following information should not be interpreted as an estimate of the fair value of the entire Corporation since a fair value calculation is only provided for a limited portion of the Corporation’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Corporation’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair value of the Corporation’s financial instruments:

Cash and Cash Equivalents

The carrying amounts reported in the balance sheet for cash and short-term instruments approximate those assets’ fair values.

Loans Receivable

The fair value of loans receivable is estimated using discounted cash flow analyses, using market rates at the balance sheet date that reflect the credit and interest rate-risk inherent in the loans. Projected future cash flows are calculated based upon contractual maturity or call dates, projected repayments and prepayments of principal. Generally, for variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair value below is reflective of an exit price.

Servicing Assets

The Corporation estimates the fair value of mortgage servicing rights and SBA loan servicing rights using discounted cash flow models that calculate the present value of estimated future net servicing income. The model uses readily available prepayment speed assumptions for the interest rates of the portfolios serviced. These servicing rights are classified within Level 3 in the fair value hierarchy based upon management’s assessment of the inputs. The Corporation reviews the servicing rights portfolios on a quarterly basis for impairment.

Individually Evaluated Loans

Individually evaluated loans are those in which the Corporation has measured impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third party appraisals of the properties, or discounted cash flows based upon the expected proceeds. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business. These assets are included as Level 3 fair values, based upon the lowest level of input that is significant to the fair value measurements. Individually evaluated loans are evaluated on a quarterly basis for additional impairment and adjusted in accordance with the ACL policy.

Accrued Interest Receivable and Payable

The carrying amount of accrued interest receivable and accrued interest payable approximates its fair value.

Deposit Liabilities

The fair values disclosed for demand deposits (e.g., interest and noninterest checking, passbook savings and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered in the market on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Short-Term Borrowings

The carrying amounts of short-term borrowings approximate their fair values.

Long-Term Debt

Fair values of FHLB advances and the acquisition purchase note payable are estimated using discounted cash flow analysis, based on quoted prices for new FHLB advances with similar credit risk characteristics, terms and remaining maturity. These prices obtained from this active market represent a market value that is deemed to represent the transfer price if the liability were assumed by a third party.

Subordinated Debt

Fair values of junior subordinated debt are estimated using discounted cash flow analysis, based on market rates currently offered on such debt with similar credit risk characteristics, terms and remaining maturity.

Off-Balance Sheet Financial Instruments

Off-balance sheet instruments are primarily comprised of loan commitments, which are generally priced at market at the time of funding. Fees on commitments to extend credit and stand-by letters of credit are deemed to be immaterial and these instruments are expected to be settled at face value or expire unused. It is impractical to assign any fair value to these instruments and as a result they are not included in the table below. Fair values assigned to the notional value of interest rate lock commitments and forward sale contracts are based on market quotes.

Derivative Financial Instruments

The fair value of forward commitments and interest rate swaps is based on market pricing and therefore are considered Level 2. Derivatives classified as Level 3 consist of interest rate lock commitments related to mortgage loan commitments. The determination of fair value includes assumptions related to the likelihood that a commitment will ultimately result in a closed loan, which is a significant unobservable assumption. A significant increase or decrease in the external market price would result in a significantly higher or lower fair value measurement.

The following table presents the estimated fair values of the Corporation’s financial instruments at the dates indicated:

Fair ValueHierarchy Level · June 30, 2025 · December 31, 2024
(dollars in thousands) · Carryingamount · Fair value · Carryingamount · Fair value
Financial assets:
Cash and cash equivalentsLevel 1$50,174$50,174$27,462$27,462
Mortgage loans held for saleLevel 244,07844,07832,41332,413
Loans and other finance receivables, net of ACLLevel 32,093,7092,041,5812,015,9361,967,986
Mortgage loans held for investmentLevel 214,54114,54114,50114,501
Financial liabilities:
DepositsLevel 2$2,110,374$2,131,800$2,005,368$2,014,200
BorrowingsLevel 2138,965139,600124,471133,200
Subordinated debenturesLevel 249,79248,90149,74348,572

The following table includes a rollforward of interest rate lock commitments for which the Corporation utilized Level 3 inputs to determine fair value on a recurring basis for the periods indicated.

Three months endedJune 30,Six months endedJune 30,
(dollars in thousands)2025202420252024
Balance at beginning of the period$364$288$216$214
Increase in value(18)163130237
Balance at end of the period$346$451$346$451

The following table details the valuation techniques for Level 3 interest rate lock commitments.

(dollars in thousands)Fair ValueValuation TechniqueSignificant Unobservable InputRange of InputsWeighted Average
June 30, 2025$346Market comparable pricingPull through1 - 99%87.39%
December 31, 2024216Market comparable pricingPull through1 - 99%83.27%

(9)Derivative Financial Instruments

Risk Management Objective of Using Derivatives

The Corporation is exposed to certain risk arising from both its business operations and economic conditions. The Corporation principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Corporation manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Corporation enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Corporation’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Corporation’s known or expected cash receipts and its known or expected cash payments principally related to the Corporation’s loan portfolio.

Interest Rate Swaps

The Corporation uses interest rate swap agreements to modify interest rate characteristics from variable to fixed or fixed to variable in order to reduce the impact of interest rate changes on future net interest income. The Corporation’s credit exposure on interest rate swaps includes changes in fair value and any collateral that is held by a third party.

In June 2023 the Corporation entered into three interest rate swaps classified as cash flow hedges with notional amounts of $25 million each, to hedge the interest payments paid on short term borrowings. Under the terms of thethree swap agreements, the Corporation pays average fixed rates of 4.070%,4.027% and 4.117%, and receives variable rates in return indexed to SOFR. The swaps mature between May, June, and December 2026. The Corporation performed an assessment of the hedge for effectiveness at the inception of the hedge and performs an assessment on a recurring basis and determined that the derivative currently is and is expected to be highly effective in offsetting changes in cash flows of the hedged item. For the three and six months ended June 30, 2025, approximately $8 thousand and $181 thousand, net of tax, is recorded in total comprehensive income as an unrealized gain and an unrealized loss, respectively, while for the three and six months ended June 30, 2024, approximately $133 thousand and $896 thousand, net of tax, is recorded in total comprehensive income as unrealized gains. These amounts could differ from amounts actually recognized due to changes in interest rates, hedge de-designations and the addition of other hedges subsequent to June 30, 2025. At June 30, 2025 and

December 31, 2024, the combined notional amount of the interest rate swaps was $75 million and $75 million, respectively, and the fair value was a liability of $295 thousand and $52 thousand, respectively.

In August 2024 the Corporation entered into an interest rate swap classified as a fair value hedge with a notional amount of $40 million, to hedge the interest payments received on a pool of residential mortgage loans held in portfolio. Under the terms of the swap agreement, the Corporation pays an average fixed rate of 3.60% and receives a variable rate in return indexed to SOFR. The swap matures August 2027. The Corporation performed an assessment of the hedge for effectiveness at the inception of the hedge and performs an assessment on a recurring basis and determined that the derivative currently is and is expected to be highly effective in offsetting changes in fair value of the hedged item. For the three and six months ended June 30, 2025, approximately $5 thousand and $4 thousand, respectively, net of tax, is recorded as a fair values adjustment. These amounts could differ from amounts actually recognized due to changes in interest rates, hedge de-designations and the addition of other hedges subsequent to June 30, 2025.

Mortgage Banking Derivatives

In connection with its mortgage banking activities, the Corporation enters into commitments to originate certain fixed rate residential mortgage loans for customers, also referred to as interest rate locks. In addition, the Corporation may enter into forward commitments for the future sales or purchases of mortgage-backed securities to or from third-party counterparties to hedge the effect of changes in interest rates on the values of both the interest rate locks and mortgage loans held for sale. Forward sales commitments may also be in the form of commitments to sell individual mortgage loans or interest rate locks at a fixed price at a future date. The amount necessary to settle each interest rate lock is based on the price that secondary market investors would pay for loans with similar characteristics, including interest rate and term, as of the date fair value is measured. Interest rate lock commitments and forward commitments are recorded within other assets/liabilities on the consolidated balance sheets, with changes in fair values during the period recorded within net change in the fair value of derivative instruments on the consolidated statements of income.

Customer Derivatives

Derivatives not designated as hedges are not speculative and result from a service the Corporation provides to certain customers to swap a fixed rate product for a variable rate product, or vice versa. The Corporation executes interest rate derivatives with commercial banking customers to facilitate their respective risk management strategies. Those interest rate derivatives are simultaneously hedged by offsetting derivatives that the Corporation executes with a third party, such that the Corporation minimizes its net interest rate risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings.

The following table presents a summary of notional amounts and fair values of derivative financial instruments at the dates indicated:

June 30, 2025 · December 31, 2024
(dollars in thousands)Balance Sheet Line ItemNotional AmountAsset (Liability) Fair ValueNotional AmountAsset (Liability) Fair Value
Interest Rate Lock Commitments
Positive fair valuesOther assets$52,373$346$35,820$216
Negative fair valuesOther liabilities9,216(39)9,049(35)
Total$61,589$307$44,869$181
Forward Commitments
Positive fair valuesOther assets$—$—$4,250$30
Negative fair valuesOther liabilities13,250(111)500—
Total$13,250$(111)$4,750$30
Customer Derivatives - Interest Rate Swaps
Positive fair valuesOther assets$55,023$2,190$47,676$2,755
Negative fair valuesOther liabilities55,023(2,226)47,676(2,745)
Total$110,046$(36)$95,352$10
Customer Derivatives - Risk Participation Agreements
Positive fair valuesOther assets$—$—$—$—
Negative fair valuesOther liabilities9,067(14)7,382(91)
Total$9,067$(14)$7,382$(91)
Fair Value Hedge
Positive fair valuesOther assets$40,000$7$40,000$3
Negative fair valuesOther liabilities————
Total$40,000$7$40,000$3
Interest Rate Swaps
Positive fair valuesOther assets$—$—$25,000$9
Negative fair valuesOther liabilities75,000(295)50,000(61)
Total$75,000$(295)$75,000$(52)
Total derivative financial instruments$308,952$(142)$267,353$81

Interest rate lock commitments are considered Level 3 in the fair value hierarchy, while the forward commitments and interest rate swaps are considered Level 2 in the fair value hierarchy.

The following table presents a summary of the net change in the fair value of derivative instruments:

Three months endedJune 30,Six months endedJune 30,
(dollars in thousands)2025202420252024
Interest Rate Lock Commitments$24$195$126$202
Forward Commitments(110)2(141)43
Customer Derivatives - Interest Rate Swaps(13)5(46)26
Customer Derivatives - Risk Participation Agreements(3)11087
Net change in the fair value of derivative instruments$(102)$203$47$278

Net realized gains on derivative hedging activities were $16 thousand and $37 thousand, for the three and six months ended June 30, 2025, and net realized losses of $63 thousand and $82 thousand, for the three and six months ended June 30, 2024, and are included in non-interest income in the consolidated statements of income.

(10)Segments

ASC Topic 280 – Segment Reporting identifies operating segments as components of an enterprise which are evaluated regularly by the Corporation’s Chief Operating Decision Maker, our Chief Executive Officer, in deciding how to allocate resources and assess performance. The Corporation has applied the aggregation criterion set forth in this codification to the results of its operations.

Our Banking segment (“Bank”) consists of commercial and retail banking. The Banking segment generates interest income from its lending and investing activities and is dependent on the gathering of lower cost deposits from its branch network or borrowed funds from other sources for funding its loans, resulting in the generation of net interest income. The Banking segment also derives revenues from other sources including gains on the sale of available for sale investment securities, service charges on deposit accounts, cash sweep fees, overdraft fees, BOLI income, title insurance fees, and other less significant non-interest income.

Meridian Wealth (“Wealth”), a registered investment advisor and wholly-owned subsidiary of the Bank, provides a comprehensive array of wealth management services and products and the trusted guidance to help its clients and our banking customers prepare for the future. The unit generates non-interest income through advisory fees.

Meridian’s mortgage banking segment (“Mortgage”) consists of 8 loan production offices throughout suburban Philadelphia and Maryland. The Mortgage segment originates 1 – 4 family residential mortgages and sells nearly all of its production to third party investors. The unit generates net interest income on the loans it originates and holds temporarily, then earns fee income (primarily gain on sales) at the time of the sale. The unit also recognizes income from document preparation fees, changes in portfolio pipeline fair values and net hedging gains (losses), if any.

The table below summarizes income and expenses, directly attributable to each business line, which have been included in the statement of operations. Total assets for each segment is also provided.

Segment Information
Three Months Ended June 30, 2025Three Months Ended June 30, 2024
(dollars in thousands)BankWealthMortgageTotalBankWealthMortgageTotal
Interest income$40,723$—$488$41,211$37,891$—$574$38,465
Interest expense19,698(63)41720,05221,107(36)54821,619
Net interest income21,025637121,15916,784362616,846
Provision for credit losses3,803——3,8032,680——2,680
Net interest income after provision17,222637117,35614,104362614,166
Non-interest Income:
Mortgage banking income32—5,7305,76267—5,3535,420
Wealth management income—1,492—1,492—1,444—1,444
SBA loan income1,988——1,988785——785
Gain on sale of MSRs84—383467————
Net change in fair values(15)—2742596—144150
Net gain (loss) on hedging activity——1616——(63)(63)
Other940—3641,304815—6931,508
Non-interest income3,0291,4926,76711,2881,6731,4446,1279,244
Non-interest expense:
Salaries and employee benefits8,3436534,18313,1796,7245374,17611,437
Occupancy and equipment72733071,037740304601,230
Professional fees1,01951941,16489691241,029
Data processing and software1,292433711,7061,079463811,506
Advertising and promotion1,053991251,27779083116989
Pennsylvania bank shares tax2645—2692695—274
Other2,351972772,7252,108943512,553
Non-interest expense15,0499515,35721,35712,6068045,60819,018
Income before income taxes$5,202$604$1,481$7,287$3,171$676$545$4,392
Total Assets$2,440,256$11,885$58,797$2,510,938$2,248,950$10,347$92,287$2,351,584
Segment Information
Six Months Ended June 30, 2025Six Months Ended June 30, 2024
(Dollars in thousands)BankWealthMortgageTotalBankWealthMortgageTotal
Interest income$79,558$—$821$80,379$74,794$—$886$75,680
Interest expense38,828(73)68939,44441,418(30)83742,225
Net interest income40,7307313240,93533,376304933,455
Provision for credit losses9,015——9,0155,546——5,546
Net interest income after provision31,7157313231,92027,830304927,909
Non-interest Income:
Mortgage banking income50—9,1059,155155—8,8999,054
Wealth management income—3,027—3,02712,760—2,761
SBA loan income2,736——2,7361,771——1,771
Gain on sale of MSRs32—383415————
Net change in fair values62—61868034—1448
Net loss on hedging activity——3737——(82)(82)
Other2,062—5002,5621,589—2,0873,676
Non-interest income4,9423,02710,64318,6123,5502,76010,91817,228
Non-interest expense:
Salaries and employee benefits15,3931,2137,95824,56413,3331,1097,56822,010
Occupancy and equipment1,521108442,3751,473639272,463
Professional fees1,696621691,9271,656178542,527
Data processing and software2,357867423,1852,311806473,038
Advertising and promotion1,6451922192,0561,3601652121,737
Pennsylvania bank shares tax5299—53853810—548
Other4,6681965915,4553,9981926794,869
Non-interest expense27,8091,76810,52340,10024,6691,63610,88737,192
Income before income taxes$8,848$1,332$252$10,432$6,711$1,154$80$7,945
Total Assets$2,440,256$11,885$58,797$2,510,938$2,248,950$10,347$92,287$2,351,584
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