CCFN 10-Q Quarterly Report June 30, 2025 | Alphaminr
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CCFN 10-Q Quarter ended June 30, 2025

Balance Sheet
Cash Flow
Income Statement
Debt

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________to________________

Commission file No. 000-19028

MUNCY COLUMBIA FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

PENNSYLVANIA 23-2254643
(State or other jurisdiction of
incorporation or organization) 		(I.R.S. Employer
Identification No.)

232 East Street , Bloomsburg , Pennsylvania 17815
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (570) 784-4400

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
None None None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:

Common stock, $1.25 par value, 3,534,998 shares outstanding as of August 8, 2025.

Muncy Columbia Financial Corporation

Index to Quarterly Report on Form 10-Q

Page
Number
Part I. Financial Information 3
Item 1. Financial Statements (unaudited) 3
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Comprehensive Income 5
Consolidated Statements of Changes in Stockholders’ Equity 6
Consolidated Statements of Cash Flows 7
Notes to Unaudited Consolidated Financial Statements 8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23
Item 3. Quantitative and Qualitative Disclosure About Market Risk 41
Item 4. Controls and Procedures 41
Part II. Other Information 42
Item 1. Legal Proceedings 42
Item 1A. Risk Factors 42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 42
Item 3. Defaults Upon Senior Securities 42
Item 4. Mine Safety Disclosures 42
Item 5. Other Information 42
Item 6. Exhibits 42
Signatures 43

2

PART I Financial Information

Item 1. Financial Statements

Muncy Columbia Financial Corporation

Consolidated Balance Sheets

(In Thousands, Except Share and Per Share Data) (Unaudited) June 30,
2025 		December 31,
2024
ASSETS
Cash and due from banks $ 15,472 $ 11,200
Interest-bearing deposits in other banks 25,240 6,180
Total cash and cash equivalents 40,712 17,380
Available-for-sale debt securities, at fair value 292,764 323,248
Marketable equity securities, at fair value 1,335 1,355
Restricted investment in bank stocks, at cost 5,703 7,095
Loans held for sale 2,719 1,691
Loans receivable 1,157,072 1,125,937
Allowance for credit losses ( 10,167 ) ( 9,858 )
Loans, net 1,146,905 1,116,079
Premises and equipment, net 26,789 26,484
Foreclosed assets held for sale 70 70
Accrued interest receivable 5,063 4,850
Bank-owned life insurance 41,461 40,953
Investment in limited partnerships 4,719 5,092
Deferred tax asset, net 8,208 10,012
Goodwill 25,609 25,609
Other intangible assets, net 9,044 10,047
Other assets 5,114 5,993
TOTAL ASSETS $ 1,616,215 $ 1,595,958
LIABILITIES
Interest-bearing deposits $ 1,088,383 $ 1,032,729
Noninterest-bearing deposits 272,680 259,700
Total deposits 1,361,063 1,292,429
Short-term borrowings 18,121 68,388
Long-term borrowings 45,451 55,536
Accrued interest payable 1,778 1,857
Other liabilities 13,527 11,338
TOTAL LIABILITIES 1,439,940 1,429,548
STOCKHOLDERS’ EQUITY
Common stock, par value $ 1.25 per share; 15,000,000 shares authorized;
issued 3,843,723 and outstanding 3,534,998 at June 30, 2025;
issued 3,841,438 and outstanding 3,532,713 at December 31, 2024 		4,805 4,802
Additional paid-in capital 83,636 83,543
Retained earnings 108,434 103,268
Accumulated other comprehensive loss ( 9,293 ) ( 13,896 )
Treasury stock, at cost; 308,725 shares at June 30, 2025 and December 31, 2024 ( 11,307 ) ( 11,307 )
TOTAL STOCKHOLDERS’ EQUITY 176,275 166,410
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,616,215 $ 1,595,958

See accompanying notes to the unaudited consolidated financial statements.

3

Muncy Columbia Financial Corporation

Consolidated Statements of Income

For the Three Months Ended For the Six Months Ended
June 30, June 30,
(In Thousands, Except Share and Per Share Data) (Unaudited) 2025 2024 2025 2024
INTEREST AND DIVIDEND INCOME
Interest and fees on loans:
Taxable $ 18,805 $ 17,741 $ 37,089 $ 34,997
Tax-exempt 420 332 818 685
Interest and dividends on investment securities:
Taxable 1,311 1,020 2,408 2,181
Tax-exempt 860 836 1,720 1,666
Dividend and other interest income 165 204 333 427
Deposits in other banks 101 62 135 128
TOTAL INTEREST AND DIVIDEND INCOME 21,662 20,195 42,503 40,084
INTEREST EXPENSE
Deposits 6,037 5,610 11,838 10,220
Short-term borrowings 252 1,427 795 3,924
Long-term borrowings 565 798 1,194 1,645
TOTAL INTEREST EXPENSE 6,854 7,835 13,827 15,789
NET INTEREST INCOME 14,808 12,360 28,676 24,295
PROVISION FOR CREDIT LOSSES 254 29 364 119
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 14,554 12,331 28,312 24,176
NON-INTEREST INCOME
Service charges and fees 709 667 1,431 1,282
Interchange fees 673 687 1,296 1,306
Gain on sale of loans 71 93 154 169
Earnings on bank-owned life insurance 233 229 464 456
Brokerage 252 192 485 416
Trust 280 204 518 410
Gains (losses) on marketable equity securities 14 ( 38 ) ( 20 ) ( 155 )
Realized losses on available-for-sale debt securities, net ( 426 )
-
( 426 ) ( 8 )
Other non-interest income 431 385 780 1,075
TOTAL NON-INTEREST INCOME 2,237 2,419 4,682 4,951
NON-INTEREST EXPENSE
Salaries and employee benefits 4,984 4,640 11,304 9,442
Occupancy 640 581 1,360 1,199
Furniture and equipment 460 384 886 790
Pennsylvania shares tax 301 230 602 440
Professional fees 414 319 862 776
Director’s fees 165 105 318 239
Federal deposit insurance 217 188 435 408
Data processing and telecommunications 1,078 904 1,917 1,824
Automated teller machine and interchange 101 106 365 368
Merger-related expenses
-
201
-
297
Amortization of intangibles 511 549 1,021 1,098
Other non-interest expense 985 987 1,877 1,959
TOTAL NON-INTEREST EXPENSE 9,856 9,194 20,947 18,840
INCOME BEFORE INCOME TAX PROVISION 6,935 5,556 12,047 10,287
INCOME TAX PROVISION 1,167 849 1,934 1,544
NET INCOME $ 5,768 $ 4,707 $ 10,113 $ 8,743
EARNINGS PER SHARE - BASIC AND DILUTED $ 1.63 $ 1.32 $ 2.86 $ 2.45
WEIGHTED AVERAGE SHARES OUTSTANDING 3,533,977 3,572,345 3,533,356 3,571,344

See accompanying notes to the unaudited consolidated financial statements.

4

Muncy Columbia Financial Corporation

Consolidated Statements of Comprehensive Income

For the Three Months Ended For the Six Months Ended
June 30, June 30,
(In Thousands) (Unaudited) 2025 2024 2025 2024
Net Income $ 5,768 $ 4,707 $ 10,113 $ 8,743
Other comprehensive income (loss):
Unrealized holding gains (losses) on available-for-sale debt securities 2,639 ( 519 ) 5,400 ( 2,412 )
Tax effect ( 555 ) 109 ( 1,134 ) 506
Net realized losses included in net income 426
-
426 8
Tax effect ( 89 )
-
( 89 ) ( 2 )
Other comprehensive income (loss), net 2,421 ( 410 ) 4,603 ( 1,900 )
Comprehensive income $ 8,189 $ 4,297 $ 14,716 $ 6,843

See accompanying notes to the unaudited consolidated financial statements.

5

Muncy Columbia Financial Corporation

Consolidated Statements of Changes in Stockholders’ Equity

(In Thousands Except Share and Per Share Data) Common Stock Additional
Paid-In 		Retained Accumulated Other
Comprehensive 		Treasury Total
Stockholders’
(Unaudited) Shares Amount Capital Earnings Loss Stock Equity
For the three months ended:
Balance, March 31, 2025 3,842,691 $ 4,804 $ 83,594 $ 106,023 $ ( 11,714 ) $ ( 11,307 ) $ 171,400
Net income -
-
-
5,768
-
-
5,768
Other comprehensive income -
-
-
-
2,421
-
2,421
Common stock issuance under employee stock purchase plan 1,032 1 37
-
-
-
38
Recognition of employee stock purchase plan expense -
-
5
-
-
-
5
Cash dividends ($ 0.95 per share) -
-
-
( 3,357 )
-
-
( 3,357 )
Balance, June 30, 2025 3,843,723 $ 4,805 $ 83,636 $ 108,434 $ ( 9,293 ) $ ( 11,307 ) $ 176,275
Balance, March 31, 2024 3,836,988 $ 4,796 $ 83,403 $ 92,980 $ ( 16,526 ) $ ( 9,790 ) $ 154,863
Net income -
-
4,707
-
-
4,707
Other comprehensive loss -
-
-
-
( 410 )
-
( 410 )
Common stock issuance under employee stock purchase plan 1,739 2 46
-
-
-
48
Recognition of employee stock purchase plan expense -
-
6
-
-
-
6
Cash dividends ($ 0.44 per share) -
-
-
( 1,573 )
-
-
( 1,573 )
Balance, June 30, 2024 3,838,727 $ 4,798 $ 83,455 $ 96,114 $ ( 16,936 ) $ ( 9,790 ) $ 157,641
For the six months ended:
Balance, December 31, 2024 3,841,438 $ 4,802 $ 83,543 $ 103,268 $ ( 13,896 ) $ ( 11,307 ) $ 166,410
Net income -
-
-
10,113
-
-
10,113
Other comprehensive income -
-
-
-
4,603
-
4,603
Common stock issuance under employee stock purchase plan 2,285 3 83
-
-
-
86
Recognition of employee stock purchase plan expense -
-
10
-
-
-
10
Cash dividends ($ 1.40 per share) -
-
-
( 4,947 )
-
-
( 4,947 )
Balance, June 30, 2025 3,843,723 $ 4,805 $ 83,636 $ 108,434 $ ( 9,293 ) $ ( 11,307 ) $ 176,275
Balance, December 31, 2023 3,834,976 $ 4,794 $ 83,343 $ 90,514 $ ( 15,036 ) $ ( 9,790 ) $ 153,825
Net income -
-
-
8,743
-
-
8,743
Other comprehensive loss -
-
-
-
( 1,900 )
-
( 1,900 )
Common stock issuance under employee stock purchase plan 3,751 4 100
-
-
-
104
Recognition of employee stock purchase plan expense -
-
12
-
-
-
12
Cash dividends ($ 0.88 per share) -
-
-
( 3,143 )
-
-
( 3,143 )
Balance, June 30, 2024 3,838,727 $ 4,798 $ 83,455 $ 96,114 $ ( 16,936 ) $ ( 9,790 ) $ 157,641

See accompanying notes to the unaudited consolidated financial statements.

6

Muncy Columbia Financial Corporation

Consolidated Statements of Cash Flows

For the Six Months Ended
June 30,
(In Thousands) (Unaudited) 2025 2024
OPERATING ACTIVITIES
Net Income $ 10,113 $ 8,743
Adjustments to reconcile net income to net cash   provided by operating activities:
Provision for credit losses 364 119
Depreciation and amortization of premises and equipment 739 755
Accretion of loan fair value adjustments, net ( 4,936 ) ( 5,516 )
Amortization of deposit fair value adjustments, net 169 817
Losses on marketable equity securities 20 155
Realized losses on available-for-sale debt securities, net 426 8
Accretion of investment securities, net ( 500 ) ( 346 )
Losses on disposal of premises and equipment, net 59 -
Gain on sale of foreclosed assets held for sale, net ( 10 ) -
Deferred income taxes 581 1,621
Gain on sale of loans ( 154 ) ( 169 )
Earnings on bank-owned life insurance ( 464 ) ( 456 )
Proceeds from sale of mortgage loans 6,322 6,201
Originations of mortgage loans held for resale ( 7,196 ) ( 6,420 )
Amortization of intangibles 1,021 1,098
Amortization of  investment in limited partnerships 373 363
Decrease (increase) in accrued interest receivable and other assets 666 ( 671 )
Increase in accrued interest payable and other liabilities 2,110 1,842
Other, net 141 142
Net cash provided by operating activities 9,844 8,286
INVESTING ACTIVITIES
Available-for-sale debt securities:
Purchases ( 37,240 ) -
Proceeds from sales 29,574 50,311
Proceeds from paydowns, calls and maturities 44,050 26,117
Proceeds from maturities of interest-bearing time deposits - 740
Purchase of bank-owned life insurance ( 44 ) ( 44 )
Proceeds from redemption of restricted investment in bank stocks 4,268 6,415
Purchase of restricted investment in bank stocks ( 2,876 ) ( 4,085 )
Net increase in loans ( 26,324 ) ( 26,944 )
Proceeds from sale of foreclosed assets held for sale 80 -
Acquisition of customer relationship intangibles ( 18 ) ( 354 )
Acquisition of premises and equipment ( 1,094 ) ( 197 )
Net cash provided by investing activities 10,376 51,959
FINANCING ACTIVITIES
Net increase in deposits 68,465 114,141
Net decrease in short-term borrowings ( 50,267 ) ( 163,246 )
Repayment of long-term borrowings ( 10,225 ) ( 5,002 )
Proceeds from issuance of common stock 86 104
Cash dividends paid ( 4,947 ) ( 3,143 )
Net cash provided by (used for) financing activities 3,112 ( 57,146 )
NET INCREASE IN CASH AND CASH EQUIVALENTS 23,332 3,099
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 17,380 18,377
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 40,712 $ 21,476
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid $ 13,906 $ 15,848
Income taxes paid 300 -
Loans transferred to foreclosed assets held for sale 70 165

See accompanying notes to the unaudited consolidated financial statements.

7

MUNCY COLUMBIA FINANCIAL CORPORATION

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1 . SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Muncy Columbia Financial Corporation (the “Corporation”) and its wholly-owned subsidiary, Journey Bank (the “Bank”). All significant inter-company balances and transactions have been eliminated in consolidation.

BASIS OF PRESENTATION

The consolidated financial information included herein, except the consolidated balance sheet dated December 31, 2024, is unaudited. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete consolidated financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included. Prior period amounts have been reclassified when necessary to conform to the current period’s presentation. Such reclassifications did not have an impact on the operating results or financial position of the Corporation. 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.

These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Corporation’s audited financial statements, included in the Annual Report filed on Form 10-K as of and for the year ended December 31, 2024.

SEGMENT REPORTING

Management has determined that the Corporation has one reportable segment, “Community Banking.” All of the Corporation’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Corporation supports the others.

The Corporation’s chief operating decision maker is the Chief Executive Officer. The Chief Executive Officer assesses performance for the Community Banking segment and decides how to allocate resources based on net income that is reported on the Consolidated Statements of Income. The measure of segment assets is reported on the Consolidated Balance Sheets as total assets. There have been no changes in the basis of segmentation or in the basis of measurement of segment profit or loss since the Annual Report filed on Form 10-K as of and for the year ended December 31, 2024.

RECENTLY ISSUED BUT NOT YET EFFECTIVE ACCOUNTING PRONOUNCEMENTS

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024. The ASU may be adopted on a prospective or retrospective basis and early adoption is permitted. The Corporation is currently evaluating the impact the new guidance will have on disclosures related to income taxes.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures , which requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures , which clarifies the effective date of ASU 2024-03, which is effective for public business entities for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Corporation is currently evaluating the impact the new guidance will have on relevant disclosures.

8

2. SECURITIES

The amortized cost, related estimated fair value, and unrealized gains and losses of available-for-sale debt securities were as follows at June 30, 2025 and December 31, 2024:

June 30, 2025
Gross Gross
Amortized Unrealized Unrealized Fair
(In Thousands) Cost Gains Losses Value
Obligation of U.S.Government Corporations and Agencies:
Mortgage-backed $ 157,133 $ 503 $ ( 10,812 ) $ 146,824
Collateralized mortgage obligations 6,248 428
-
6,676
Other 59,500
-
( 1,828 ) 57,672
Obligations of state and political subdivisions 81,368 887 ( 948 ) 81,307
Other debt securities 278 7
-
285
Total available-for-sale debt securities $ 304,527 $ 1,825 $ ( 13,588 ) $ 292,764

December 31, 2024
Gross Gross
Amortized Unrealized Unrealized Fair
(In Thousands) Cost Gains Losses Value
Obligation of U.S.Government Corporations and Agencies:
Mortgage-backed $ 128,631 $ 65 $ ( 14,989 ) $ 113,707
Collateralized mortgage obligations 6,752 294
-
7,046
Other 123,500
-
( 4,046 ) 119,454
Obligations of state and political subdivisions 81,680 1,666 ( 584 ) 82,762
Other debt securities 274 5
-
279
Total available-for-sale debt securities $ 340,837 $ 2,030 $ ( 19,619 ) $ 323,248

Securities available-for-sale with an aggregate fair value of $ 158,465,000 and $ 176,016,000 at June 30, 2025 and December 31, 2024, respectively, were pledged to secure public funds, trust funds, securities sold under agreements to repurchase and other balances as required by law.

The amortized cost and estimated fair value of investment securities, by expected maturity, are shown below at June 30, 2025. Expected maturities on debt securities will differ from contractual maturities, because some borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Amortized
(In Thousands) Cost Fair Value
Due in one year or less $ 24,495 $ 23,864
Due after one year to five years 42,796 41,648
Due after five years to ten years 28,891 28,899
Due after ten years 44,964 44,853
Sub-total 141,146 139,264
Mortgage-backed securities 157,133 146,824
Collateralized mortgage obligations 6,248 6,676
Total debt securities $ 304,527 $ 292,764

The Corporation’s mortgage-backed securities and collateralized mortgage obligations have stated maturities that may differ from actual maturities due to borrowers’ ability to prepay obligations. Cash flows from such investments are dependent upon the performance of the underlying mortgage loans and are generally influenced by the level of interest rates. In the table above, mortgage-backed securities and collateralized mortgage obligations are shown in one period.

9

The following table presents the gross proceeds received, and gross realized gains and losses, on sales of available-for-sale debt securities for the three and six months ended June 30, 2025 and 2024. Gains and losses realized on sales of available-for-sale debt securities are included in non-interest income in the Consolidated Statements of Income.

For the Three Months
Ended June 30, 		For the Six Months
Ended June 30,
(In Thousands) 2025 2024 2025 2024
Gross proceeds received on sales $ 29,574 $
-
$ 29,574 $ 50,311
Gross realized gains
-
-
-
595
Gross realized losses ( 426 )
-
( 426 ) ( 603 )

The following summary shows the gross unrealized losses and fair value, aggregated by investment category of those individual securities for which an allowance for credit losses has not been recorded that have been in a continuous unrealized loss position for less than or more than 12 months as of June 30, 2025 and December 31, 2024:

June 30, 2025
Less than Twelve Months Twelve Months or Greater Total
Gross Gross Gross
Fair Unrealized Fair Unrealized Fair Unrealized
(In Thousands) Value Losses Value Losses Value Losses
Obligations of U.S. Government Corporations and Agencies:
Mortgage-backed $ 5,588 $ ( 6 ) $ 93,715 $ ( 10,806 ) $ 99,303 $ ( 10,812 )
Other 100
-
57,672 ( 1,828 ) 57,772 ( 1,828 )
Obligations of state and political subdivisions 30,806 ( 782 ) 2,437 ( 166 ) 33,243 ( 948 )
Total $ 36,494 $ ( 788 ) $ 153,824 $ ( 12,800 ) $ 190,318 $ ( 13,588 )

December 31, 2024
Less than Twelve Months Twelve Months or Greater Total
Gross Gross Gross
Fair Unrealized Fair Unrealized Fair Unrealized
(In Thousands) Value Losses Value Losses Value Losses
Obligations of U.S. Government Corporations and Agencies:
Mortgage-backed $ 14,456 $ ( 332 ) $ 97,308 $ ( 14,657 ) $ 111,764 $ ( 14,989 )
Other
-
-
119,454 ( 4,046 ) 119,454 ( 4,046 )
Obligations of state and political subdivisions 31,646 ( 475 ) 3,138 ( 109 ) 34,784 ( 584 )
Total $ 46,102 $ ( 807 ) $ 219,900 $ ( 18,812 ) $ 266,002 $ ( 19,619 )

At June 30, 2025, the Corporation had a total of 95 debt securities that have been in a gross unrealized loss position for less than twelve months with depreciation of 2.2 % from the Corporation’s amortized cost basis.

At June 30, 2025, the Corporation had a total of 104 debt securities that have been in a gross unrealized loss position for greater than twelve months with depreciation of 8.4 % from the Corporation’s amortized cost basis.

At June 30, 2025, unrealized losses on debt securities have not been recognized into income because the issuers bonds are of high credit quality (rated BBB or higher), management does not intend to sell and it is likely that management will not be required to sell the securities prior to their anticipated recovery, and the decline in fair value is largely due to changes in interest rates and other market conditions. The fair value is expected to recover as the bonds approach maturity.

As of June 30, 2025 and December 31, 2024, no allowance for credit loss (“ACL”) was required for debt securities. The Bank does not have the intent to sell and does not believe it will be more likely than not to be required to sell any of these securities prior to a recovery of their fair value to amortized cost, which may be at maturity.

As of June 30, 2025, all debt securities were rated above investment grade. Based on the payment status, rating and management’s evaluation of these securities, no ACL was required for the debt securities as of June 30, 2025. As of June 30, 2025, the underlying issuers continue to make timely principal and interest payments on the securities.

10

Equity securities with a readily determinable fair value are stated at fair value with realized and unrealized gains and losses reported in income. At June 30, 2025 and December 31, 2024, the Corporation held $ 1,335,000 and $ 1,355,000 , respectively, in marketable equity securities recorded at fair value. The following is a summary of unrealized and realized gains and losses recognized in net income on marketable equity securities during the three and six months ended June 30, 2025 and 2024:

For the Three Months Ended For the Six Months Ended
June 30, June 30,
(In Thousands) 2025 2024 2025 2024
Net gains (losses) recognized during the period on marketable equity securities $ 14 $ ( 38 ) $ ( 20 ) $ ( 155 )
Less: Net gains (losses) recognized during the period on marketable equity securities sold during the period
-
-
-
-
Unrealized gains (losses) recognized during the period on marketable equity securities still held at the reporting date $ 14 $ ( 38 ) $ ( 20 ) $ ( 155 )

3. LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment to yield (interest income) over the life of the loan. Deferred fees and costs amounted to $ 770,000 at June 30, 2025 and $ 790,000 at December 31, 2024 and are netted against the outstanding unpaid principal balances.

The segments of the Corporation’s loan portfolio are disaggregated into classes that allow management to monitor risk and performance. The loan classes used are consistent with the internal reports evaluated by the Corporation’s management and Board of Directors to monitor risk and performance within the various segments of its loan portfolio.

Major classifications of loans at June 30, 2025 and December 31, 2024 consisted of:

(In Thousands) June 30,
2025 		December 31,
2024
Commercial and industrial $ 94,889 $ 93,445
Commercial real estate:
Commercial mortgages 339,074 325,882
Student housing 47,574 45,808
Residential real estate 657,082 638,952
Consumer and other 18,453 21,850
Gross loans $ 1,157,072 $ 1,125,937

Allowance for Credit Losses and Recorded Investment in Financial Receivables

The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Corporation has aligned our segmentation to internal loan reports. The Corporation has identified the following portfolio segments:

● Commercial and Industrial

● Commercial Real Estate

● Residential Real Estate

● Consumer and other

The following table presents the activity in the allowance for credit losses by portfolio segment for the three and six months ended June 30, 2025 and 2024:

For the Three Months Ended June 30, 2025
Commercial Commercial Residential
and Real Real Consumer
(In Thousands) Industrial Estate Estate and Other Total
Balance, March 31, 2025 $ 1,402 $ 6,409 $ 2,014 $ 160 $ 9,985
Provision (credit) for credit losses on loans (a) 34 ( 3 ) 193 32 256
Loans charged off
-
-
( 16 ) ( 60 ) ( 76 )
Recoveries 1 1
-
-
2
Balance, June 30, 2025 $ 1,437 $ 6,407 $ 2,191 $ 132 $ 10,167

11

For the Three Months Ended June 30, 2024
Commercial Commercial Residential
and Real Real Consumer
(In Thousands) Industrial Estate Estate and Other Total
Balance, March 31, 2024 $ 712 $ 7,166 $ 1,062 $ 411 $ 9,351
Provision (credit) for credit losses on loans (a) 86 ( 89 ) 92 ( 53 ) 36
Loans charged off ( 16 )
-
-
( 17 ) ( 33 )
Recoveries
-
-
3 5 8
Balance, June 30, 2024 $ 782 $ 7,077 $ 1,157 $ 346 $ 9,362

For the Six Months Ended June 30, 2025
Commercial Commercial Residential
and Real Real Consumer
(In Thousands) Industrial Estate Estate and Other Total
Balance, December 31, 2024 $ 931 $ 6,869 $ 1,850 $ 208 $ 9,858
Provision (credit) for credit losses on loans (a) 494 ( 465 ) 357 ( 20 ) 366
Loans charged off
-
-
( 16 ) ( 61 ) ( 77 )
Recoveries 12 3
-
5 20
Balance, June 30, 2025 $ 1,437 $ 6,407 $ 2,191 $ 132 $ 10,167

For the Six Months Ended June 30, 2024
Commercial Commercial Residential
and Real Real Consumer
(In Thousands) Industrial Estate Estate and Other Total
Balance, December 31, 2023 $ 801 $ 6,847 $ 1,474 $ 180 $ 9,302
(Credit) provision for credit losses on loans (a) ( 4 ) 230 ( 276 ) 187 137
Loans charged off ( 16 )
-
( 45 ) ( 28 ) ( 89 )
Recoveries 1
-
4 7 12
Balance, June 30, 2024 $ 782 $ 7,077 $ 1,157 $ 346 $ 9,362

(a) Amounts do not include the release of credit losses related to off-balance sheet credit exposures of $ 2,000 and $ 7,000 , respectively, for the three months ended June 30, 2025 and 2024, and $ 2,000 and $ 18,000 , respectively, for the six months ended June 30, 2025 and 2024.

The cumulative loss rate used as the basis for the estimate of credit losses is comprised of the Corporation’s historical loss experience. As of June 30, 2025, the Corporation expects that the markets in which it operates will experience no significant changes in economic conditions based primarily on housing indexes, interest rate stabilization, and a steady unemployment rate. Management adjusts historical loss experience as needed based upon economic expectations. No reversion adjustments were necessary, as the starting point for the Corporation’s estimate was a cumulative loss rate covering the expected contractual term of the loan portfolio.

For the three and six months ended June 30, 2025, the Corporation recorded a $ 256,000 and $ 366,000 provision for credit losses on loans, respectively, compared to $ 36 ,000 and $ 137 ,000, respectively, for the same periods in 2024. The provision amounts for the three and six months ended June 30, 2025 and 2024 primarily reflect an increase in volume in the loan portfolio, increases in non-accrual loans which impacted probability of default calculations and changes in qualitative factors related to the nature of the loan portfolio, volume and severity of past due loans, loan grade migration, changes in lending staff, changes in lending policies and procedures and forecasted economic conditions.

Historical credit loss experience is the basis for the estimation of expected credit losses. The Corporation applies historical loss rates to pools of loans with similar risk characteristics. After consideration of the historic loss calculation, management can apply qualitative adjustments to reflect the current conditions and reasonable and supportive forecasts not already captured in the historical loss information at the balance sheet date.

In accordance with Accounting Standards Codification (“ASC”) 326, the Corporation will evaluate individual loans for expected credit losses when those loans do not share similar risk characteristics with loans evaluated using a collective (pooled) basis. Loans will not be included in both collective and individual analysis. The individual analysis will establish a specific reserve for loans in scope.

12

Specific reserves are established based on the following three acceptable methods for measuring the ACL:1) the present value of expected future cash flows discounted at the loan’s original interest rate; 2) the loan’s observable market price; 3) the fair value of the collateral when the loan is collateral dependent. The method is selected on a loan-by-loan basis with the evaluation of the need and amount of a specific allocation of the allowance being made on a quarterly basis.

The need for an updated appraisal on collateral dependent loans is determined on a case-by-case basis. The useful life of an appraisal or evaluation will vary depending upon the circumstances of the property and the economic conditions in the marketplace. A new appraisal is not required if there is an existing appraisal which, along with other information, is sufficient to determine a reasonable value for the property and to support an appropriate and adequate allowance for credit losses. At a minimum, annual documented reevaluation of the property is completed by the Bank’s Chief Credit Officer to support the value of the property.

When receiving an appraisal associated with an existing real estate collateral dependent transaction, the Bank’s Chief Credit Officer must determine if there have been material changes to the underlying assumptions in the appraisal which affect the original estimate of value. Some of the factors that could cause material changes to reported values include:

● the passage of time;

● the volatility of the local market;

● the availability of financing;

● natural disasters;

● the inventory of competing properties;

● new improvements to, or lack of maintenance of, the subject property or competing properties upon physical inspection by the Bank;

● changes in underlying economic and market assumptions, such as material changes in current and projected vacancy, absorption rates, capitalization rates, lease terms, rental rates, sales prices, concessions, construction overruns and delays, zoning changes, etc.; and/or

● environmental contamination.

The value of the property is adjusted to appropriately reflect the above listed factors and the value is discounted to reflect the value impact of a forced distressed sale, any outstanding senior liens, any outstanding unpaid real estate taxes, transfer taxes and closing costs that would occur with sale of the real estate. If the Chief Credit Officer determines that a reasonable value cannot be derived based on the available information, a new appraisal is ordered. The determination of the need for a new appraisal rests with the Chief Credit Officer and not the originating account officer.

The following table summarizes the loan portfolio and allowance for credit losses as of June 30, 2025 and December 31, 2024:

June 30, 2025
Commercial Commercial Residential
and Real Real Consumer
(In Thousands) Industrial Estate Estate and Other Total
Loans:
Individually evaluated $
-
$ 12,583 $ 3,012 $
-
$ 15,595
Collectively evaluated 94,889 374,065 654,070 18,453 1,141,477
Total loans $ 94,889 $ 386,648 $ 657,082 $ 18,453 $ 1,157,072
Allowance for credit losses:
Individually evaluated $
-
$ 3,804 $ 175 $
-
$ 3,979
Collectively evaluated 1,437 2,603 2,016 132 6,188
Total allowance for credit losses $ 1,437 $ 6,407 $ 2,191 $ 132 $ 10,167

December 31, 2024
Commercial Commercial Residential
and Real Real Consumer
(In Thousands) Industrial Estate Estate and Other Total
Loans:
Individually evaluated $
-
$ 12,712 $ 2,046 $
-
$ 14,758
Collectively evaluated 93,445 358,978 636,906 21,850 1,111,179
Total loans $ 93,445 $ 371,690 $ 638,952 $ 21,850 $ 1,125,937
Allowance for credit losses:
Individually evaluated $
-
$ 4,011 $ 133 $
-
$ 4,144
Collectively evaluated 931 2,858 1,717 208 5,714
Total allowance for credit losses $ 931 $ 6,869 $ 1,850 $ 208 $ 9,858

13

As of June 30, 2025 and December 31, 2024, the amortized cost basis of individually evaluated loans that were deemed to be collateral dependent were $ 3,990,000 and $ 2,925,000 , respectively. As of June 30, 2025 and December 31, 2024, the amortized cost basis of collateral dependent loans classified as Residential Real Estate were $ 3,012 ,000 and $ 2,046 ,000, respectively, and were collateralized by residential real estate properties. As of June 30, 2025 and December 31, 2024, the amortized cost basis of collateral dependent loans classified as Commercial Real Estate were $ 978,000 and $ 879,000 , respectively, and were collateralized by commercial real estate properties.

Age Analysis of Past-Due Loans Receivable

The performance and credit quality of the loan portfolio is also monitored by analyzing the age of the loans receivable as determined by the length of time a recorded payment is past due. The following table presents the classes of the loan portfolio summarized by the past-due status as of June 30, 2025 and December 31, 2024:

June 30, 2025
30-59 60-89
Days Days 90+ Days Total Total
(In Thousands) Current Past Due Past Due Past Due Past Due Loans
Commercial and Industrial $ 93,476 $ 485 $ 114 $ 814 $ 1,413 $ 94,889
Commercial Real Estate 383,744 1,015 392 1,497 2,904 386,648
Residential Real Estate 642,958 5,620 4,531 3,973 14,124 657,082
Consumer and other 18,156 161 83 53 297 18,453
$ 1,138,334 $ 7,281 $ 5,120 $ 6,337 $ 18,738 $ 1,157,072

December 31, 2024
30-59 60-89
Days Days 90+ Days Total Total
(In Thousands) Current Past Due Past Due Past Due Past Due Loans
Commercial and Industrial $ 92,690 $ 43 $ 111 $ 601 $ 755 $ 93,445
Commercial Real Estate 367,171 2,139 1,115 1,265 4,519 371,690
Residential Real Estate 625,201 7,163 2,326 4,262 13,751 638,952
Consumer and other 21,532 123 128 67 318 21,850
$ 1,106,594 $ 9,468 $ 3,680 $ 6,195 $ 19,343 $ 1,125,937

Non-performing Loans

The following tables present the amortized cost basis of loans on nonaccrual status and loans past due over 90 days still accruing interest as of June 30, 2025 and December 31, 2024:

June 30, 2025
Nonaccrual Nonaccrual Loans Past
Due over
90 Days
with no with Total Still Total
(In Thousands) ACL ACL Nonaccrual Accruing Nonperforming
Commercial and Industrial $
-
$ 1,188 $ 1,188 $
-
$ 1,188
Commercial Real Estate 248 3,887 4,135
-
4,135
Residential Real Estate 1,800 6,496 8,296
-
8,296
Consumer and other
-
155 155
-
155
Total $ 2,048 $ 11,726 $ 13,774 $
-
$ 13,774

December 31, 2024
Nonaccrual Nonaccrual Loans Past
Due over
with no with Total Still Total
(In Thousands) ACL ACL Nonaccrual Accruing Nonperforming
Commercial and Industrial $
-
$ 734 $ 734 $
-
$ 734
Commercial Real Estate 139 2,069 2,208
-
2,208
Residential Real Estate 1,458 5,478 6,936
-
6,936
Consumer and other
-
169 169
-
169
Total $ 1,597 $ 8,450 $ 10,047 $
-
$ 10,047

14

Credit Quality Indicators

The Bank 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 Bank analyzes loans individually to classify the loans as to credit risk. This analysis includes non-homogeneous loans, such as commercial real estate, commercial construction, and commercial and industrial loans. This analysis is performed on a quarterly basis. The Bank uses the following definitions for risk ratings:

Pass. Loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral.

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

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have 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. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Based on the most recent analysis performed, the following table presents the amortized cost of loans by internal risk rating system as of June 30, 2025 and December 31, 2024:

June 30, 2025
Revolving
Loans
Term Loans Amortized Cost Basis by Origination Period Amortized
(In Thousands) 2025 2024 2023 2022 2021 Prior Cost Basis Total
Commercial and Industrial
Risk Rating
Pass $ 7,236 $ 11,880 $ 8,329 $ 12,675 $ 12,230 $ 21,962 $ 15,802 $ 90,114
Special Mention
-
-
-
-
-
-
25 25
Substandard
-
62 221 171 142 1,012 3,142 4,750
Doubtful
-
-
-
-
-
-
-
-
Total $ 7,236 $ 11,942 $ 8,550 $ 12,846 $ 12,372 $ 22,974 $ 18,969 $ 94,889
Year-to-date gross charge-offs $
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Commercial Real Estate
Risk Rating
Pass $ 32,085 $ 43,271 $ 52,062 $ 57,765 $ 58,032 $ 109,106 $ 17,446 $ 369,767
Special Mention
-
-
-
2,518
-
3,146 130 5,794
Substandard
-
-
1,082 2,079 2,353 4,902 671 11,087
Doubtful
-
-
-
-
-
-
-
-
Total $ 32,085 $ 43,271 $ 53,144 $ 62,362 $ 60,385 $ 117,154 $ 18,247 $ 386,648
Year-to-date gross charge-offs $
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-
Total
Risk Rating
Pass $ 39,321 $ 55,151 $ 60,391 $ 70,440 $ 70,262 $ 131,068 $ 33,248 $ 459,881
Special Mention
-
-
-
2,518
-
3,146 155 5,819
Substandard
-
62 1,303 2,250 2,495 5,914 3,813 15,837
Doubtful
-
-
-
-
-
-
-
-
Total $ 39,321 $ 55,213 $ 61,694 $ 75,208 $ 72,757 $ 140,128 $ 37,216 $ 481,537
Year-to-date gross charge-offs $
-
$
-
$
-
$
-
$
-
$
-
$
-
$
-

15

December 31, 2024
Revolving
Loans
Term Loans Amortized Cost Basis by Origination Period Amortized
(In Thousands) 2024 2023 2022 2021 2020 Prior Cost Basis Total
Commercial and Industrial
Risk Rating
Pass $ 13,008 $ 9,194 $ 13,658 $ 13,394 $ 7,057 $ 17,194 $ 14,898 $ 88,402
Special Mention
-
97 32 6 348 117 332 932
Substandard 103 174 171 164 91 505 2,902 4,111
Doubtful
-
-
-
-
-
-
-
-
Total $ 13,111 $ 9,465 $ 13,861 $ 13,564 $ 7,496 $ 17,816 $ 18,133 $ 93,445
Year-to-date gross charge-offs $
-
$
-
$ 47 $ 21 $ 14 $
-
$
-
$ 82
Commercial Real Estate
Risk Rating
Pass $ 44,854 $ 53,940 $ 59,313 $ 59,533 $ 20,624 $ 102,581 $ 15,025 $ 355,870
Special Mention
-
-
2,757
-
272 3,276 199 6,504
Substandard
-
389 1,250 2,396 521 4,064 696 9,316
Doubtful
-
-
-
-
-
-
-
-
Total $ 44,854 $ 54,329 $ 63,320 $ 61,930 $ 21,417 $ 109,921 $ 15,920 $ 371,690
Year-to-date gross charge-offs $
-
$
-
$ 64 $
-
$
-
$
-
$
-
$ 64
Total
Risk Rating
Pass $ 57,862 $ 63,134 $ 72,971 $ 72,927 $ 27,680 $ 119,775 $ 29,923 $ 444,272
Special Mention
-
97 2,789 6 620 3,393 532 7,436
Substandard 103 563 1,421 2,560 612 4,569 3,598 13,427
Doubtful
-
-
-
-
-
-
-
-
Total $ 57,965 $ 63,794 $ 77,181 $ 75,493 $ 28,913 $ 127,737 $ 34,053 $ 465,135
Year-to-date gross charge-offs $
-
$
-
$ 111 $ 21 $ 14 $
-
$
-
$ 146

16

The Bank monitors the credit risk profile by payment activity for residential real estate, consumer, and other loan classes. Loans past due 90 days or more and loans on nonaccrual status are considered non-performing. Non-performing loans are reviewed quarterly. The following table presents the amortized cost of residential real estate, and consumer and other loans based on payment activity as of June 30, 2025 and December 31, 2024:

June 30, 2025
Revolving
Loans
Term Loans Amortized Cost Basis by Origination Period Amortized
(In Thousands) 2025 2024 2023 2022 2021 Prior Cost Basis Total
Residential Real Estate
Payment Performance
Performing $ 46,648 $ 84,177 $ 76,489 $ 98,084 $ 74,155 $ 195,523 $ 73,710 $ 648,786
Nonperforming
-
414 538 827 1,857 3,331 1,329 8,296
Total $ 46,648 $ 84,591 $ 77,027 $ 98,911 $ 76,012 $ 198,854 $ 75,039 $ 657,082
Year-to-date gross charge-offs $
-
$
-
$
-
$
-
$ 16 $
-
$
-
$ 16
Consumer and Other
Payment Performance
Performing $ 1,556 $ 1,928 $ 2,601 $ 6,292 $ 892 $ 1,148 $ 3,881 $ 18,298
Nonperforming
-
-
38 11 10 28 68 155
Total $ 1,556 $ 1,928 $ 2,639 $ 6,303 $ 902 $ 1,176 $ 3,949 $ 18,453
Year-to-date gross charge-offs $
-
$ 4 $ 23 $ 9 $
-
$
-
$ 25 $ 61
Total
Payment Performance
Performing $ 48,204 $ 86,105 $ 79,090 $ 104,376 $ 75,047 $ 196,671 $ 77,591 $ 667,084
Nonperforming
-
414 576 838 1,867 3,359 1,397 8,451
Total $ 48,204 $ 86,519 $ 79,666 $ 105,214 $ 76,914 $ 200,030 $ 78,988 $ 675,535
Year-to-date gross charge-offs $
-
$ 4 $ 23 $ 9 $ 16 $
-
$ 25 $ 77

December 31, 2024
Revolving
Loans
Term Loans Amortized Cost Basis by Origination Period Amortized
(In Thousands) 2024 2023 2022 2021 2020 Prior Cost Basis Total
Residential Real Estate
Payment Performance
Performing $ 87,826 $ 81,836 $ 103,749 $ 77,766 $ 55,360 $ 153,775 $ 71,705 $ 632,017
Nonperforming 295 480 959 1,506 501 2,219 976 6,936
Total $ 88,121 $ 82,316 $ 104,708 $ 79,272 $ 55,861 $ 155,993 $ 72,681 $ 638,952
Year-to-date gross charge-offs $
-
$
-
$ 22 $
-
$
-
$ 46 $
-
$ 68
Consumer and Other
Payment Performance
Performing $ 2,893 $ 3,558 $ 8,322 $ 1,263 $ 490 $ 1,060 $ 4,096 $ 21,681
Nonperforming 21 25 63 8
-
9 42 169
Total $ 2,914 $ 3,584 $ 8,385 $ 1,270 $ 490 $ 1,069 $ 4,138 $ 21,850
Year-to-date gross charge-offs $ 3 $ 28 $ 21 $ 1 $ 8 $ 31 $
-
$ 92
Total
Payment Performance
Performing $ 90,719 $ 85,394 $ 112,071 $ 79,028 $ 55,851 $ 154,834 $ 75,800 $ 653,698
Nonperforming 316 505 1,022 1,514 501 2,228 1,018 7,105
Total $ 91,035 $ 85,899 $ 113,093 $ 80,542 $ 56,352 $ 157,063 $ 76,818 $ 660,802
Year-to-date gross charge-offs $ 3 $ 28 $ 43 $ 1 $ 8 $ 77 $
-
$ 160

17

Modifications to Borrowers Experiencing Financial Difficulty

Occasionally, the Bank may consider modifying loans to borrowers in financial distress by providing term extension, other-than-insignificant payment delay or interest rate reduction. In some cases, the Bank provides multiple types of concessions on one loan. Typically, one type of concession, such as an interest rate reduction, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as term extension, may be granted.

For the three and six months ended June 30, 2025 and 2024, other than restructurings resulting in a delay in payment that is insignificant, the Bank did not grant any loan modifications to borrowers experiencing financial difficulty.

The carrying amount of foreclosed residential real estate properties held as a result of obtaining physical possession were $ 70,000 at both June 30, 2025 and December 31, 2024. The recorded investment of consumer mortgage loans secured by residential real properties for which formal foreclosure proceedings were in process were $ 3,394,000 and $ 1,846,000 at June 30, 2025 and December 31, 2024, respectively.

Concentrations of Credit Risk

Most of the Corporation’s lending activity occurs within the Bank’s primary market area which encompasses Clinton, Columbia, Lycoming, Montour and Eastern Northumberland counties in Northcentral Pennsylvania. The majority of the Corporation’s loan portfolio consists of commercial and consumer real estate loans. As of June 30, 2025 and December 31, 2024, there were no concentrations of loans related to any single industry in excess of 10% of total loans.

4. DEPOSITS

Major classifications of deposits at June 30, 2025 and December 31, 2024 consisted of:

(In Thousands) June 30,
2025 		December 31,
2024
Demand deposits $ 272,680 $ 259,700
Interest-bearing demand deposits 422,415 380,801
Savings 194,816 194,958
Money market 104,677 108,263
Time deposits 366,475 348,707
Total deposits $ 1,361,063 $ 1,292,429

Time deposits of $ 250,000 or more amounted to $ 101,052,000 and $ 100,287,000 as of June 30, 2025 and December 31, 2024, respectively.

5. BORROWED FUNDS

Short-Term Borrowings

Short-term borrowings include repurchase agreements with customers and advances from the FHLB. As of June 30, 2025, the Bank was approved by the FHLB for borrowings of up to $ 585,379,000 of which $ 45,985,000 was outstanding in the form of advances and the FHLB had issued letters of credit on the Bank’s behalf totaling $ 15,000,000 against its borrowing capacity. Advances from the FHLB are secured by qualifying assets of the Bank. In addition to the outstanding balances noted below, the Bank also has additional unused lines of credit totaling $ 19,265,000 available from correspondent banks other than the FHLB. The outstanding balances and related information for short-term borrowings are summarized as follows as of June 30, 2025 and December 31, 2024:

June 30, 2025
(In Thousands) Ending
Balance 		Maximum
Month End
Balance 		Weighted
Average Rate
At Period End
Securities sold under agreements to repurchase $ 18,121 $ 39,810 3.93 %
Other short-term borrowings
-
22,210 4.71 %
Total $ 18,121 $ 62,020 3.93 %

December 31, 2024
(In Thousands) Ending
Balance 		Maximum
Month End
Balance 		Weighted
Average Rate
At Period End
Securities sold under agreements to repurchase $ 49,806 $ 185,680 3.76 %
Other short-term borrowings 18,582 34,000 4.71 %
Total $ 68,388 $ 219,680 4.02 %

18

The Corporation utilizes securities sold under agreements to repurchase to facilitate the needs of our customers and to facilitate secured short-term funding needs. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. We monitor collateral levels on a continuous basis. We may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents.

The remaining contractual maturity of repurchase agreements in the Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024 is presented in the following tables:

Remaining Contractual Maturity of the Agreements
Overnight and Up to 30 Greater than 90
(In Thousands) Continuous Days 30-90 Days Days Total
June 30, 2025
Securities sold under agreements to repurchase:
Obligation of U.S. Government Corporations and Agencies:
Mortgage-backed $ 12,696 $
-
$
-
$
-
$ 12,696
Collateralized mortgage obligations
-
-
-
-
-
Other
-
1,414 1,176 2,196 4,786
Obligation of state and political subdivisions 639
-
-
-
639
Total borrowings $ 13,335 $ 1,414 $ 1,176 $ 2,196 $ 18,121
Gross amount of recognized liabilities for repurchase agreements $ 18,121
Amounts related to agreements not included in offsetting disclosure above $
-

Remaining Contractual Maturity of the Agreements
Overnight and Up to 30 Greater than 90
(In Thousands) Continuous Days 30-90 Days Days Total
December 31, 2024
Securities sold under agreements to repurchase:
Obligation of U.S. Government Corporations and Agencies:
Mortgage-backed $ 37,385 $
-
$
-
$
-
$ 37,385
Collateralized mortgage obligations 628
-
-
-
628
Other 4,511 600
-
4,088 9,199
Obligation of state and political subdivisions 2,594
-
-
-
2,594
Total borrowings $ 45,118 $ 600 $
-
$ 4,088 $ 49,806
Gross amount of recognized liabilities for repurchase agreements $ 49,806
Amounts related to agreements not included in offsetting disclosure above $
-

The fair value of securities pledged to secure repurchase agreements may decline. The Corporation manages this risk by having a policy to pledge securities valued at 110 % of the gross outstanding balance of repurchase agreements. Securities sold under agreements to repurchase are secured by securities with a carrying amount of $ 21,257,000 and $ 60,099,000 at June 30, 2025 and December 31, 2024, respectively.

19

Long-Term Borrowings

Long-term FHLB borrowings consisted of the following at June 30, 2025 and December 31, 2024:

(In Thousands) June 30,
2025 		December 31, 2024
Loan maturing in 2025 with a rate of 4.92 % $ 5,000 $ 15,208
Loans maturing in 2026 with a weighted-average rate of 4.05 % 15,359 15,359
Loans maturing in 2027 with a weighted-average rate of 3.93 % 15,417 15,417
Loans maturing in 2028 with a weighted-average rate of 3.85 % 10,209 10,225
Total long-term FHLB borrowings; weighted-average rate of 4.06 % 45,985 56,209
Unamortized fair value adjustments ( 534 ) ( 673 )
Total long-term borrowings $ 45,451 $ 55,536

Note: Weighted-average rates are presented as of June 30, 2025.

6. FAIR VALUE MEASUREMENTS AND FAIR VALUES OF FINANCIAL INSTRUMENTS

The Corporation establishes a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring assets and liabilities at fair value. The standard describes three levels of inputs that may be used to measure fair values:

Level I: Quoted prices are available in active markets for identical assets or liabilities as of the reported date.

Level II: Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities include items for which quoted prices are available but traded less frequently, and items that are fair valued using other financial instruments of which can be directly observed.

Level III: Assets and liabilities that have little to no pricing observability as of the reported date. These items do not have two-way markets and are measured using management’s best estimate of fair value, where the inputs into the determination of fair value require significant management judgement or estimation.

This hierarchy requires the use of observable market data available.

The following table presents the assets reported on the Consolidated Balance Sheets at their fair value on a recurring basis as of June 30, 2025 and December 31, 2024, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

June 30, 2025
(In Thousands) Level I Level II Level  III Total
Obligation of US Government Corporations and Agencies
Mortgage-backed $
-
$ 146,824 $
-
$ 146,824
Collateralized mortgage obligations
-
6,676
-
6,676
Other
-
57,672
-
57,672
Obligations of state and political subdivisions
-
81,307
-
81,307
Other debt securities
-
285
-
285
Total available-for-sale debt securities $
-
$ 292,764 $
-
$ 292,764
Marketable equity securities $ 1,335 $
-
$
-
$ 1,335
Real estate loans held for sale $
-
$ 2,719 $
-
$ 2,719

December 31, 2024
(In Thousands) Level I Level II Level  III Total
Obligation of US Government Corporations and Agencies
Mortgage-backed $
-
$ 113,707 $
-
$ 113,707
Collateralized mortgage obligations
-
7,046
-
7,046
Other
-
119,454
-
119,454
Obligations of state and political subdivisions
-
82,762
-
82,762
Other debt securities
-
279
-
279
Total available-for-sale debt securities $
-
$ 323,248 $
-
$ 323,248
Marketable equity securities $ 1,355 $
-
$
-
$ 1,355
Real estate loans held for sale $
-
$ 1,691 $
-
$ 1,691

20

The fair values of equity securities classified as Level I are derived from quoted market prices in active markets; these assets consist entirely of stocks held in other banks. The fair values of all debt securities classified as Level II are obtained from nationally-recognized third-party pricing agencies. The fair values are derived primarily from cash flow models, which include assumptions for interest rates, credit losses, and prepayment speeds. The significant inputs utilized in the cash flow models are based on market data obtained from sources independent of the Corporation (observable inputs) and are therefore classified as Level II within the fair value hierarchy. The fair values of real estate loans held for sale classified as Level II are derived from observable pricing inputs for similar assets in active markets.

The following table presents the assets measured on a nonrecurring basis on the Consolidated Balance Sheets at their fair value as of June 30, 2025 and December 31, 2024, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

June 30, 2025
(In Thousands) Level I Level II Level  III Total
Assets Measured on a Non-recurring Basis:
Loans individually evaluated for credit loss $
-
$
-
$ 7,981 $ 7,981
Foreclosed assets held for sale
-
-
70 70
Total nonrecurring fair value measurements $
-
$
-
$ 8,051 $ 8,051

December 31, 2024
(In Thousands) Level I Level II Level  III Total
Assets Measured on a Non-recurring Basis:
Loans individually evaluated for credit loss $
-
$
-
$ 7,398 $ 7,398
Foreclosed assets held for sale
-
-
70 70
Total nonrecurring fair value measurements $
-
$
-
$ 7,468 $ 7,468

Loans are individually evaluated for credit loss when they do not share similar risk characteristics as similar loans within their loan pool. Foreclosed assets held for sale consist of real estate acquired by foreclosure. Loans individually evaluated for credit loss are reviewed and evaluated on at least a quarterly basis for individual reserve requirements and adjusted accordingly. The following table provides a listing of significant unobservable inputs used in the fair value measurement process for items valued utilizing level III techniques on a nonrecurring basis as of June 30, 2025 and December 31, 2024:

June 30, 2025
Quantitative Information about Level III Fair Value Measurements
(In Thousands) Fair Value Estimate Valuation Technique Unobservable Input Range Weighted Average
Loans individually evaluated for credit loss:
Commercial Real Estate $ 6,429 Discounted cash flows Charge-off rates 0 - 100 % 21.33 %
Commercial Real Estate 515 Sales comparison Discount to appraised value 25 - 31 % 25.97 %
Residential Real Estate 1,037 Sales comparison Discount to appraised value 21 - 48 % 30.06 %
Total loans individually evaluated for credit loss $ 7,981
Foreclosed assets held for sale:
Residential Real Estate $ 70 Sales comparison Discount to appraised value 44.00 % N/A

December 31, 2024
Quantitative Information about Level III Fair Value Measurements
(In Thousands) Fair Value Estimate Valuation Technique Unobservable Input Range Weighted Average
Loans individually evaluated for credit loss:
Commercial Real Estate $ 6,429 Discounted cash flows Charge-off rates 0 - 100 % 21.25 %
Commercial Real Estate 513 Sales comparison Discount to appraised value 26 - 31 % 26.44 %
Residential Real Estate 456 Sales comparison Discount to appraised value 21 - 41 % 29.40 %
Total loans individually evaluated for credit loss $ 7,398
Foreclosed assets held for sale:
Residential Real Estate $ 70 Sales comparison Discount to appraised value 30.69 % N/A

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At June 30, 2025 and December 31, 2024, the carrying values and fair values of financial instruments that are not recorded at fair value on the Consolidated Balance Sheets are presented in the table below:

June 30, 2025
Carrying
(In Thousands) Amount Fair Value Level I Level II Level III
Financial assets:
Cash and cash equivalents $ 40,712 $ 40,712 $ 40,712 $
-
$
-
Restricted investment in bank stocks, at cost 5,703 5,703
-
5,703
-
Loans, net 1,146,905 1,074,201
-
-
1,074,201
Accrued interest receivable 5,063 5,063
-
5,063
Mortgage servicing rights 1,626 2,001
-
-
2,001
Financial liabilities:
Interest-bearing deposits $ 1,088,383 $ 1,086,378 $
-
$ 721,907 $ 364,471
Noninterest-bearing deposits 272,680 272,680
-
272,680
-
Short-term borrowings 18,121 18,121
-
18,121
-
Long-term borrowings 45,451 45,308
-
-
45,308
Accrued interest payable 1,778 1,778
-
1,778
-

December 31, 2024
Carrying
(In Thousands) Amount Fair Value Level I Level II Level III
Financial assets:
Cash and cash equivalents $ 17,380 $ 17,380 $ 17,380 $
-
$
-
Restricted investment in bank stocks, at cost 7,095 7,095
-
7,095
-
Loans, net 1,116,079 1,042,090
-
-
1,042,090
Accrued interest receivable 4,850 4,850
-
4,850
Mortgage servicing rights 1,756 2,041
-
-
2,041
Financial liabilities:
Interest-bearing deposits $ 1,032,729 $ 1,031,198 $
-
$ 684,022 $ 347,176
Noninterest-bearing deposits 259,700 259,700
-
259,700
-
Short-term borrowings 68,388 68,388
-
68,388
-
Long-term borrowings 55,536 55,032
-
-
55,032
Accrued interest payable 1,857 1,857
-
1,857
-

Fair value is defined as a financial instrument which could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale. If a quoted market price is available for a financial instrument, the estimated fair value would be calculated based upon the market price per trading unit of the instrument, but focuses on the exit price of the asset and liability.

If no readily available market exists, the fair value estimates for financial instruments should be based upon management’s judgment regarding current economic conditions, interest rate risk, expected cash flows, future estimate losses, and other factors as determined through various option pricing formulas. As many of these assumptions result from judgments made by management based upon estimates that are inherently uncertain, the resulting estimated fair values may not be indicative of the amount realizable in the sale of a particular financial instrument. In addition, changes in assumptions on which the estimate fair values are based may have a significant impact on the resulting estimated fair values.

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Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, represents an overview of the financial condition and results of operations of the Corporation and should be read in conjunction with the more detailed and comprehensive disclosures included in the Annual Report on Form 10-K for the year ended December 31, 2024. In addition, please read this section in conjunction with the unaudited consolidated financial statements and notes to the unaudited consolidated financial statements contained in Item 1, “Financial Statements” of Part I to this Quarterly Report on Form 10-Q.

The Corporation is in the business of providing customary retail, commercial banking and financial services to individuals, businesses and local governments through its 22 branch offices operated by Journey Bank, the Corporation’s wholly-owned subsidiary. The Corporation’s 22 branch offices are operated in Clinton, Columbia, Lycoming, Montour and Northumberland counties in Northcentral Pennsylvania.

CAUTIONARY STATEMENT

Certain statements in this section and elsewhere in this Quarterly Report on Form 10-Q, other periodic reports filed by us under the Securities Exchange Act of 1934, as amended, and any other written or oral statements made by or on behalf of us may include “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 which reflect our current views with respect to future events and financial performance. Such forward looking statements are based on general assumptions and are subject to various risks, uncertainties, and other factors that may cause actual results to differ materially from the views, beliefs and projections expressed in such statements. These risks, uncertainties and other factors include, but are not limited to:

● Our business and financial results are affected by business and economic conditions, both generally and specifically in the mostly Northcentral Pennsylvania market in which we operate.

● Changes in interest rates and valuations in the debt, equity and other financial markets.

● Disruptions in the liquidity and other functioning of financial markets, including such disruptions in the market for real estate and other assets commonly securing financial products.

● Actions by the Federal Reserve Board and other government agencies, including those that impact money supply and market interest rates.

● Changes in our customers’ and suppliers’ performance in general and their creditworthiness in particular.

● Changes in customer preferences and behavior, whether as a result of changing business and economic conditions or other factors.

● A continuation of recent turbulence in significant segments of the United States and global financial markets, particularly if it worsens, could impact our performance, both directly by affecting our revenues and the value of our assets and liabilities and indirectly by affecting our customers and suppliers and the economy generally.

● Our business and financial performance could be impacted as the financial industry restructures in the current environment by changes in the competitive landscape.

● Given current economic and financial market conditions, our forward-looking statements are subject to the risk that these conditions will be substantially different than we are currently expecting.

● Legal and regulatory developments could have an impact on our ability to operate our businesses or our financial condition or results of operations or our competitive position or reputation. Reputational impacts, in turn, could affect matters such as business generation and retention, our ability to attract and retain management, liquidity and funding. These legal and regulatory developments could include: (a) the unfavorable resolution of legal proceedings or regulatory and other governmental inquiries; (b) increased litigation risk from recent regulatory and other governmental developments; (c) the results of the regulatory examination process, and regulators’ future use of supervisory and enforcement tools; (d) legislative and regulatory reforms, including changes to laws and regulations involving tax, pension, education and mortgage lending, the protection of confidential customer information, and other aspects of the financial institution industry; (e) the potential impact of new broad-based tariffs which may cause economic uncertainty and in turn influence profitability and asset quality; and (f) changes in accounting policies and principles.

● Our business and operating results are affected by our ability to identify and effectively manage risks inherent in our businesses, including, where appropriate, through the effective use of third-party insurance and capital management techniques.

● Our ability to anticipate and respond to technological changes can have an impact on our ability to respond to customer needs and to meet competitive demands.

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● Our ability to implement our business initiatives and strategies could affect our financial performance over the next several years.

● Competition can have an impact on customer acquisition, growth and retention, as well as on our credit spreads and product pricing, which can affect market share, deposits and revenues.

● Our business and operating results can also be affected by widespread natural disasters, terrorist activities or international hostilities, either as a result of the impact on the economy and capital and other financial markets generally or on us or on our customers and suppliers.

The words “believe,” “expect,” “anticipate,” “project” and similar expressions signify forward looking statements. Readers are cautioned not to place undue reliance on any forward looking statements made by or on behalf of us. Any such statement speaks only as of the date the statement was made. We undertake no obligation to update or revise any forward looking statements.

The following discussion and analysis should be read in conjunction with the detailed information and consolidated financial statements, including notes thereto, included elsewhere in this report. Our consolidated financial condition and results of operations are essentially those of our subsidiary, Journey Bank. Therefore, the analysis that follows is directed to the performance of the Bank.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Corporation’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and conform to general practices within the banking industry. In the preparation of its financial statements, the Corporation is required to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. The Corporation’s critical accounting policies are fundamental to understanding this MD&A and are more fully described in Note 1 (“Summary of Significant Accounting Policies”) within the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 .

The Corporation defines its critical accounting policies in accordance with U.S. GAAP. U.S. GAAP requires the Corporation to make subjective estimates and judgments about matters that are uncertain and are likely to have a material impact on its financial condition and results of operations, as well as the specific manner in which those principles are applied. Application of assumptions different than those used by the Corporation could result in material changes in the Corporation’s financial position or results of operations. The Corporation believes its policies governing the determination of the allowance for credit losses, the fair value of available-for-sale debt securities and the fair values of assets acquired and liabilities assumed in business combinations are critical accounting policies. The Corporation’s management has reviewed and approved these critical accounting policies and has discussed these policies with its Audit Committee. The Corporation believes the critical accounting policies used in the preparation of its financial statements that require significant estimates and judgments are as follows:

Allowance for Credit Losses (ACL) – Loans

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 326, Financial Instruments – Credit Losses , provides guidance on the accounting for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASC 326 requires consideration of a broad range of reasonable and supportable information to form credit loss estimates in an effort to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit. Commonly referred to as Current Expected Credit Losses (“CECL”), ASC 326 requires a financial asset (or a group of financial assets) to be measured at an amortized cost basis and presented at the net amount expected to be collected. ASC 326 affects financial assets and net investment in leases that are not accounted for at fair value through net income, including such financial assets as loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash.

Management evaluates the credit quality of the Corporation’s loan portfolio on an ongoing basis and performs a formal review of the adequacy of the ACL on a quarterly basis. The ACL is established through a provision for credit losses charged to earnings and is maintained at a level that management considers to be an estimate of the lifetime expected credit losses of the portfolio as of the evaluation date. Loans, or portions of loans, determined by management to be uncollectible are charged off against the ACL, while recoveries of amounts previously charged off are credited to the ACL.

Determining the amount of the ACL is considered a critical accounting estimate because it requires significant judgment and the use of estimates related to the amount and timing of expected future cash flows, estimated losses on pools of homogeneous loans based on historical loss experience and reasonable and supportable forecasts, as well as consideration of current economic trends and conditions, all of which may be susceptible to significant change. Banking regulators, as an integral part of their examination of the Corporation, also review the ACL, and may require, based on information available to them at the time of their examination, that certain loan balances be charged off or require that adjustments be made to the ACL. Additionally, the ACL is determined, in part, by the composition and size of the loan portfolio.

24

The ACL consists of two components, a specific component and a general component. The specific component relates to loans that are individually analyzed for impairment. For such loans, an allowance is established when the discounted cash flows, collateral value or observable market price of the loan is lower than the carrying value of that loan. The general component covers all other loans and is based on historical loss experience as adjusted for qualitative factors. The general reserve component of the ACL is based on pools of performing loans segregated by loan segment. Historical loss factors are applied based on historical losses in each risk rating category to determine the appropriate reserve related to those loans.

Although the Corporation’s management uses the best information available, the level of the ACL remains an estimate which is subject to significant judgment and short-term change which could have a significant impact on the Corporation’s financial condition or results of operations. From January 1, 2025 to June 30, 2025, the level of the ACL increased from $9.9 million to $10.2 million and the ACL to total loans remained consistent at 0.88%. The Corporation’s ACL is highly sensitive to the methods, assumptions and estimates underlying its calculation. See Note 3 “Loans and Allowance for Credit Losses” within the Corporation’s Notes to the Unaudited Consolidated Financial Statements which are included in Part I of this Quarterly Report on Form 10-Q for additional qualitative and quantitative information about the Corporation’s ACL.

Fair Value of Available-For-Sale Debt Securities

Another material estimate is the calculation of fair values of the Corporation’s debt securities. For the Corporation’s debt securities, the Corporation receives estimated fair values from an independent valuation service, or from brokers. In developing fair values, the valuation service and the brokers compare securities that have similar maturities, coupon rates, and credit ratings. Estimated fair values of debt securities may vary among brokers and other valuation services.

Business Combinations

Business combinations are accounted for by applying the acquisition method. As of acquisition date, the identifiable assets acquired and liabilities assumed are measured at fair value and recognized separately from goodwill. Results of operations of the acquired entity are included in the consolidated statement of income from the date of acquisition. The calculation of intangible assets including core deposits and the fair value of loans are based on significant judgements. Core deposit intangibles are calculated using a discounted cash flow model based on various factors including discount rate, attrition rate, interest rate, cost of alternative funds and net maintenance costs. Core deposit intangibles are amortized over the expected life of each acquired cored deposit type, discounted at a long-term market oriented after-tax rate of return. Loans acquired in connection with acquisitions are recorded at their acquisition-date fair value. Determining the fair value of the acquired loans involves estimating the principal and interest cash flows expected to be collected on the loans and discounting those cash flows at a market rate of interest. Management considers a number of factors in evaluating the acquisition-date fair value including the remaining life of the acquired loans, delinquency status, estimated prepayments, payment options and other loan features, internal risk grade, estimated value of the underlying collateral and interest rate environment.

FINANCIAL CONDITION

Total assets at June 30, 2025, were $1.616 billion, an increase of $20.3 million, or 1.3% from $1.596 billion at December 31, 2024. The change in total assets primarily reflects increases in cash and cash equivalents and loans receivable, partially offset by a decrease in available-for-sale debt securities. Cash and cash equivalents increased $23.3 million and gross loans receivable increased $31.1 million. Available-for-sale debt securities decreased $30.5 million. Total liabilities at June 30, 2025, were $1.440 billion, an increase of $10.4 million, or 0.7% from $1.430 billion at December 31, 2024. Deposit balances increased by $68.6 million, short-term borrowings decreased $50.3 million and long-term borrowings decreased $10.1 million since December 31, 2024.

Total average assets increased 1.9% from $1.579 billion for the three months ended June 30, 2024, to $1.609 billion for the three months ended June 30, 2025. Average earning assets were $1.501 billion for the three months ended June 30, 2025 and $1.483 billion for the three months ended June 30, 2024. Average interest-bearing liabilities were $1.147 billion for the three months ended June 30, 2025 and $1.150 billion for the three months ended June 30, 2024.

Total average assets increased 1.3% from $1.585 billion for the six months ended June 30, 2024, to $1.605 billion for the six months ended June 30, 2025. Average earning assets were $1.500 billion for the six months ended June 30, 2025 and $1.488 billion for the six months ended June 30, 2024. Average interest-bearing liabilities were $1.150 billion for the six months ended June 30, 2025 and $1.161 billion for the six months ended June 30, 2024.

Cash and cash equivalents increased $23.3 million or 134.2% from $17.4 million at December 31, 2024 to $40.7 million at June 30, 2025. This increase is primarily related to increased correspondent bank balances resulting from cash flows from available-for-sale debt securities activity during the six months ended June 30, 2025.

Gross loans receivable not held for sale increased $31.1 million or 2.8% to $1.157 billion at June 30, 2025 from $1.126 billion at December 31, 2024. This increase is related to strong loan demand during the six months ended June 30, 2025.

25

Available-for-sale debt securities decreased $30.5 million to $292.8 million at June 30, 2025 from $323.2 million at December 31, 2024. The Corporation received proceeds from sales, paydowns, calls and maturities of available-for-sale debt securities of $73.6 million during the six months ended June 30, 2025. Partially offsetting this activity were purchases of $37.2 million and an increase in fair value of available-for-sale debt securities of $5.4 million for the six months ended June 30, 2025.

Interest-bearing deposits increased $55.7 million to $1.088 billion at June 30, 2025 from $1.033 billion at December 31, 2024. Noninterest-bearing deposits increased 5.0% from $259.7 million at December 31, 2024 to $272.7 million at June 30, 2025. The increase in total deposits during the six months ended June 30, 2025 was a result of strong organic deposit growth in combination with a strategic initiative to reposition customer repurchase agreements, which are classified as short-term borrowings, into core deposit accounts.

Short-term borrowings decreased $50.3 million to $18.1 million at June 30, 2025 from $68.4 million at December 31, 2024. This change was primarily related to the migration of customer repurchase agreements described above as well as a paydown in short-term FHLB borrowings during the six months ended June 30, 2025.

Long-term borrowings were $45.5 million at June 30, 2025 compared to $55.5 million at December 31, 2024. This decrease is primarily related to $10.2 million in repayments on long-term borrowings during the six months ended June 30, 2025.

Total stockholder’s equity increased by $9.9 million, or 5.9%, from $166.4 million at December 31, 2024, to $176.3 million at June 30, 2025. This increase is primarily attributable to earnings, net of cash dividends, along with a decrease in accumulated other comprehensive loss due to changes in the fair values of available-for-sale debt securities. Accumulated other comprehensive loss amounted to $9.3 million as of June 30, 2025 and $13.9 million as of December 31, 2024.

The loan-to-deposit ratio is a key measurement of liquidity. Our loan-to-deposit ratio decreased from 86.4% as of December 31, 2024 to 84.3% as of June 30, 2025 due to the asset/liability mix changes noted above, and remains within internal policy limits.

It is our opinion that the asset/liability mix and the interest rate risk associated with the balance sheet are within manageable parameters. Constant monitoring using asset/liability reports and interest rate risk scenarios are in place along with quarterly asset/liability management meetings on the committee level by the Bank’s Board of Directors. Additionally, the Bank’s Asset/Liability Committee meets quarterly with an investment consultant and works with independent third parties regularly to review key assumptions and other metrics used in the modeling software.

Securities

The Corporation’s investment securities portfolio provides a source of liquidity needed to meet expected loan demand and interest income to increase profitability. Additionally, the investment securities portfolio is used to meet pledging requirements to secure public deposits, customer repurchase agreements and for other purposes. Debt securities are classified as either available-for-sale or held-to-maturity at the time of purchase based on management’s intent. Available-for-sale securities are carried at fair value, with unrealized holding gains and losses reported as a component of stockholders’ equity in accumulated other comprehensive income (loss), net of tax, while held-to-maturity securities are carried at amortized cost. At June 30, 2025 and December 31, 2024, all debt securities were classified as available-for-sale. Equity securities with readily determinable fair values are carried at fair value, with gains and losses due to fluctuations in market value included in the Consolidated Statements of Income. Securities with limited marketability and/or restrictions, such as FHLB of Pittsburgh stock, are carried at cost. Decisions to purchase or sell investment securities are based upon management’s current assessment of long and short-term economic and financial conditions, including the interest rate environment and asset/liability management, liquidity and tax-planning strategies.

At June 30, 2025, the investment portfolio was comprised principally of available-for-sale debt securities including, fixed-rate, taxable and tax-exempt obligations of state and political subdivisions and fixed-rate and floating-rate securities issued by U.S. government or U.S. government-sponsored agencies, which include agencies, mortgage-backed securities and collateralized mortgage obligations, or CMOs. Additionally, the Corporation holds equity investments in the stock of certain publicly traded bank holding companies. Except for U.S. government and government-sponsored agencies, there were no securities of any individual issuer that exceeded 10.0% of stockholders’ equity as of June 30, 2025.

The majority of the Corporation’s debt securities are fixed-rate instruments and inherently subject to interest rate risk, as the value of fixed-rate securities fluctuates with changes in interest rates. Generally, a security’s value reacts inversely with changes in interest rates. Available-for-sale securities are carried at fair value, with unrealized gains or losses reported in the accumulated other comprehensive income or loss component of stockholder’s equity, net of deferred income taxes. At June 30, 2025, the Corporation reported a net unrealized loss, included in accumulated other comprehensive loss, of $9.3 million, net of deferred income taxes of $2.5 million, a decrease of $4.6 million compared to the net unrealized holding loss of $13.9 million, net of deferred income taxes of $3.7 million, at December 31, 2024. Any future changes in interest rates could result in changes in the fair value of the Corporation’s securities portfolio and capital position. However, accumulated other comprehensive income and loss related to available-for-sale debt securities is excluded from regulatory capital and does not have an impact on the Corporation’s regulatory capital ratios.

26

The following table presents the carrying value of available-for-sale debt securities, at fair value at June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024
Amortized Fair Amortized Fair
(In Thousands) Cost Value Cost Value
AVAILABLE-FOR-SALE DEBT SECURITIES:
Obligation of U.S.Government Corporations and Agencies:
Mortgage-backed $ 157,133 $ 146,824 $ 128,631 $ 113,707
Collateralized mortgage obligations 6,248 6,676 6,752 7,046
Other 59,500 57,672 123,500 119,454
Obligations of state and political subdivisions 81,368 81,307 81,680 82,762
Other debt securities 278 285 274 279
Total available-for-sale debt securities $ 304,527 $ 292,764 $ 340,837 $ 323,248
Aggregate Unrealized Loss $ (11,763 ) $ (17,589 )
Aggregate Unrealized Loss as a % of Amortized Cost (3.9 %) (5.2 %)

The following table presents the weighted-average yields on available-for-sale debt securities by major category and maturity period at June 30, 2025. Yields are calculated on the basis of the amortized cost and weighted for the scheduled maturity of each security. Because mortgage-backed securities and collateralized mortgage obligations are not due at a single maturity date, they are not included in the maturity categories in the following summary.

Within One- Five- After
One Five Ten Ten
(Dollars In Thousands) Year Yield Years Yield Years Yield Years Yield Total Yield
AVAILABLE-FOR-SALE DEBT SECURITIES:
Obligation of U.S. Government Corporations and Agencies:
Other $ 23,000 1.00 % $ 36,500 1.54 % $ - - $ - - $ 59,500 1.33 %
Obligations of state and political subdivisions 1,395 5.06 % 6,206 3.86 % 29,649 4.35 % 44,118 4.55 % 81,368 4.43 %
Other debt securities 100 5.24 % 90 5.78 % 88 5.00 % - - 278 5.34 %
Sub-total $ 24,495 1.64 % $ 42,796 2.08 % $ 29,737 4.63 % $ 44,118 4.55 % $ 141,146 3.31 %
Mortgage-backed securities 157,133 2.75 %
Collateralized mortgage obligations 6,248 5.45 %
Total $ 304,527 2.98 %

Marketable Equity Securities

At June 30, 2025 and and December 31, 2024, the Corporation held $1.3 and $1.4 million, respectively, in equity securities recorded at fair value. The following is a summary of unrealized and realized gains and losses recognized in net income on equity securities during the three and six months ended June 30, 2025 and 2024:

For the Three Months For the Six Months
Ended June 30, Ended June 30,
(In Thousands) 2025 2024 2025 2024
Net gains (losses) recognized during the period on marketable equity securities $ 14 $ (38 ) $ (20 ) $ (155 )
Less: Net gains (losses) recognized during the period on marketable equity securities sold during the period - - - -
Unrealized gains (losses) recognized during the period on marketable equity securities still held at the reporting date $ 14 $ (38 ) $ (20 ) $ (155 )

See Note 2 within the Corporation’s Notes to the Unaudited Consolidated Financial Statements which are included in this Quarterly Report on Form 10-Q for more information regarding Corporation’s investment portfolio as of June 30, 2025.

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Loans

Gross loans receivable increased 2.8% from $1.126 billion at December 31, 2024 to $1.157 billion at June 30, 2025. The percentage distribution in the loan portfolio is shown in the tables below:

June 30, 2025 December 31, 2024
(In Thousands) Amount % Amount %
Commercial and industrial $ 94,889 8.2 % $ 93,445 8.3 %
Commercial real estate:
Commercial mortgages 339,074 29.3 % 325,882 28.9 %
Student housing 47,574 4.1 % 45,808 4.1 %
Residential real estate 657,082 56.8 % 638,952 56.7 %
Consumer and other 18,453 1.6 % 21,850 1.9 %
Gross loans $ 1,157,072 100.0 % $ 1,125,937 100.0 %

Loan concentrations are considered to exist when there are amounts loaned to a number of borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. Our lending activity is heavily concentrated in the geographic market areas we serve. This geographic concentration subjects our loan portfolio to the general economic conditions within the state. The risks created by this concentration have been considered by management and are monitored on an ongoing basis. As of June 30, 2025 and December 31, 2024, there were no concentrations of loans exceeding 10% of total loans other than the categories of loans disclosed in the table above. We believe our loan portfolio is diversified relative to industry concentrations across the various loan portfolio categories.

Banking regulators have established guidelines of less than 100% of tier 1 capital plus allowance for credit losses in construction lending and less than 300% of tier 1 capital plus allowance for credit losses in commercial real estate lending that management monitors as part of the risk management process. The construction concentration ratio is a percentage of the outstanding construction and land development loans to total tier 1 capital plus allowance for credit losses. The commercial real estate concentration ratio is a percentage of the outstanding balance of non-owner occupied commercial real estate, multifamily, and construction and land development loans to tier 1 capital plus allowance for credit losses. At June 30, 2025 and December 31, 2024, the Bank’s exposure to commercial real estate was well below these guidelines.

As of June 30, 2025, commercial real estate loans totaled $386.7 million or 33.4% of total gross loans. Of this amount commercial mortgage loans represented $339.1 million or 29.3% of total gross loans and student housing loans represented $47.6 million or 4.1% of total gross loans. The following table presents the distribution of commercial mortgage loans and related percentage of the total loan portfolio as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024
(In Thousands) Amount % Amount %
Commercial real estate:
Commercial mortgages:
Commercial construction $ 24,114 2.1 % $ 24,664 2.2 %
Multifamily 73,677 6.4 % 74,463 6.6 %
Owner occupied nonfarm nonresidential 110,420 9.5 % 101,697 9.0 %
Non-owner occupied nonfarm nonresidential 91,076 7.9 % 83,882 7.4 %
Other commercial 39,787 3.4 % 41,176 3.7 %
Student housing 47,574 4.1 % 45,808 4.1 %
Total commercial real estate $ 386,648 33.4 % $ 371,690 33.0 %

The following table presents the maturity distribution and interest rate information of the loan portfolio by major category as of June 30, 2025:

As of June 30, 2025
Fixed-Rate Loans Variable- or Adjustable-Rate Loans All Loans
1 Year 1-5 5-15 >15 1 Year 1-5 5-15 >15
(In Thousands) or Less Years Years Years Total or Less Years Years Years Total Total
Commercial and industrial $ 6,011 $ 19,514 $ 14,056 $ 238 $ 39,819 $ 14,161 $ 3,370 $ 22,806 $ 14,733 $ 55,070 $ 94,889
Commercial real estate:
Commercial mortgages 3,774 4,483 15,883 11,937 36,077 13,296 7,120 67,823 214,758 302,997 339,074
Student housing 1,996 - 2,041 - 4,037 1,685 5,425 15,437 20,990 43,537 47,574
Residential real estate 7,105 9,034 58,465 42,827 117,431 14,319 4,614 51,531 469,187 539,651 657,082
Consumer and other 1,230 5,575 2,120 353 9,278 80 268 3,177 5,650 9,175 18,453
Total $ 20,116 $ 38,606 $ 92,565 $ 55,355 $ 206,642 $ 43,541 $ 20,797 $ 160,774 $ 725,318 $ 950,430 $ 1,157,072

See Note 3 within the Corporation’s Notes to the Unaudited Consolidated Financial Statements which are included in this Quarterly Report on Form 10-Q for more information regarding the Corporation’s loan portfolio as of June 30, 2025.

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Asset Quality

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the amount of unpaid principal, net of deferred loan fees and costs, and reduced by the allowance for credit losses. The allowance for credit losses is established through a provision for credit losses charged to earnings.

The Corporation has established and consistently applies loan policies and procedures designed to foster sound underwriting and credit monitoring practices. Credit risk is managed through the efforts of loan officers, the Chief Credit Officer, the loan review function, as well as oversight from the Board of Directors. Management continually evaluates its credit risk management practices to ensure problems in the loan portfolio are addressed in a timely manner, although, as is the case with any financial institution, a certain degree of credit risk is dependent in part on local and general economic conditions that are beyond management’s control. Under the Corporation’s risk rating system, loans are rated pass, special mention, substandard, doubtful, or loss, with all categories reviewed regularly as part of the risk management practices.

Non-performing loans are monitored on an ongoing basis as part of the Corporation’s loan review process. Additionally, work-outs for non-performing loans and foreclosed assets held for sale are actively monitored through the Bank’s Credit Department. A potential loss on a non-performing asset is generally determined by comparing the outstanding loan balance to the fair market value of the pledged collateral, less estimated cost to sell.

Management actively manages non-performing loans in an effort to mitigate loss to the Corporation by working with customers to develop strategies to resolve borrower difficulties, through sale or liquidation of collateral, foreclosure and other appropriate means. In addition, management monitors employment and economic conditions within its market area, as weakening of conditions could result in real estate devaluations and an increase in loan delinquencies, which could negatively impact asset quality and cause an increase in the provision for credit losses.

The following table presents information about non-performing assets, as of June 30, 2025 and December 31, 2024:

Non-performing Assets

June 30, December 31,
(dollars in thousands) 2025 2024
Non-accrual loans $ 13,774 $ 10,047
Loans past due 90 days or more and still accruing - -
Total non-performing loans 13,774 10,047
Foreclosed assets held for sale 70 70
Total non-performing assets $ 13,844 $ 10,117
Non-performing loans as a percentage of total loans, gross 1.19 % 0.89 %
Non-performing assets as a percentage of total assets 0.86 % 0.63 %
Allowance for credit losses as a percentage of total loans, gross 0.88 % 0.88 %
Allowance for credit losses to non-performing assets 73.44 % 97.44 %

Total non-performing assets amounted to $13,844,000, or 0.86% of total assets at June 30, 2025, as compared to $10,117,000, or 0.63% of total assets at December 31, 2024. For the six months ended June 30, 2025, the Corporation experienced increases in non-accrual loans in all major loan classifications, however, the most significant increases were in commercial real estate and residential real estate loans which increased $1.9 million and $1.4 million, respectively.

Residential real estate non-accrual loans are generally related to a homogenous population of well secured loans collateralized by 1-4 family residential properties. With respect to commercial real estate non-accrual loans, the Corporation has experienced a limited number of large commercial relationships that have required significant monitoring and workout efforts. As a result, these relationships may significantly impact the total amount of allowance required on individual loans and may significantly impact the provision for credit losses and the amount of total charge-offs reported in any one period.

Management believes it has been conservative in its decisions concerning identification of loans requiring individual evaluation for credit loss, estimates of loss, and nonaccrual status; however, the actual losses realized from these relationships could vary materially from the allowances calculated as of June 30, 2025. Management continues to closely monitor its loan relationships for credit losses and will adjust its estimates of loss and decisions concerning nonaccrual status, if appropriate.

Allowance for Credit Losses

The allowance for credit losses was $10.2 million at June 30, 2025, compared to $9.9 million at December 31, 2024. The allowance equaled 0.88% of total loans, net of unearned fees and costs and unamortized fair value adjustments, at June 30, 2025 and December 31, 2024. The allowance for credit losses is analyzed quarterly and reviewed by the Corporation’s Board of Directors. Regular loan meetings with the Corporation’s Board of Directors reviewed new loans over specified thresholds. Delinquent loans, loan exceptions and certain large loans are addressed by the full Board no less than monthly to determine compliance with policies.

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The following tables present the allocation of the allowance for credit losses as of June 30, 2025 and December 31, 2024:

June 30, 2025 December 31, 2024
(dollars in thousands) Allowance for Credit Losses Percent of Allowance Percent of Loans to Gross Loans Allowance for Credit Losses Percent of Allowance Percent of Loans to Gross Loans
Commercial and industrial $ 1,437 14.1 % 8.2 % $ 931 9.4 % 8.3 %
Commercial real estate 6,407 63.0 % 33.4 % 6,869 69.7 % 33.0 %
Residential real estate 2,191 21.6 % 56.8 % 1,850 18.8 % 56.7 %
Consumer and other 132 1.3 % 1.6 % 208 2.1 % 1.9 %
Total $ 10,167 100.0 % 100.0 % $ 9,858 100.0 % 100.0 %

The most significant changes in the allowance for credit losses on an individual segment basis from December 31, 2024 to June 30, 2025 include an increase in commercial and industrial loans from $931,000, or 9.4% of the total allowance, at December 31, 2024 to $1,437,000, or 14.1% of the total allowance, at June 30, 2025, as well a decrease in commercial real estate loans from $6,869,000, or 69.7% of the total allowance, at December 31, 2024 to $6,407,000, or 63.0% of the total allowance, at June 30, 2025. The increase for commercial and industrial loans includes the impact of increases in non-accrual loans which impacted probability of default calculations and changes in qualitative factors related to the nature of the loan portfolio, volume and severity of past due loans, loan grade migration, changes in lending staff, changes in lending policies and procedures and forecasted economic conditions. The decrease for commercial real estate loans includes the impact of lower individually evaluated allowances related to student housing loans due to a decrease in loan balances as well as an increase in the volume of collateral dependent loans with no allowance required due to higher overall nonperforming commercial real estate loan balances at June 30, 2025.

See Note 3 within the Corporation’s Notes to the Unaudited Consolidated Financial Statements which are included in this Quarterly Report on Form 10-Q for more information regarding the Corporation’s allowance for credit losses as of June 30, 2025.

Deposits

Deposits are the primary source of funds for the Corporation’s lending and investing activities. The Corporation provides a range of deposit services to businesses and individuals, including noninterest-bearing checking accounts, interest-bearing checking accounts, savings accounts, money market accounts and time deposits. These accounts generally earn interest at rates the Corporation establishes based on market factors and the anticipated amount and timing of funding needs. The establishment or continuity of a core deposit relationship can be a factor in loan pricing decisions. While the Corporation’s primary focus is on establishing customer relationships to attract core deposits, at times, the Corporation may use brokered deposits and other wholesale deposits to supplement its funding sources. As of June 30, 2025, the Corporation held no brokered deposits.

The following tables summarize the average balances outstanding and average interest rates for each major category of deposits for the three and six months ended June 30, 2025 and 2024, respectively:

For the Three Months Ended
June 30, 2025 June 30, 2024
Average Average Average Average Balance Change
(In Thousands) Balance Rate Balance Rate Amount %
Non-interest bearing $ 272,897 - % $ 262,331 - % $ 10,566 4.0 %
Savings 196,194 0.03 200,228 0.03 (4,034 ) (2.0 )
Interest-bearing demand deposits 411,546 2.27 315,705 2.04 95,841 30.4
Money market deposits 103,661 1.92 111,772 2.11 (8,111 ) (7.3 )
Time deposits 362,047 3.54 337,968 4.06 24,079 7.1
Total deposits $ 1,346,345 1.80 % $ 1,228,004 1.84 % $ 118,341 9.6 %

For the Six Months Ended
June 30, 2025 June 30, 2024
Average Average Average Average Balance Change
(In Thousands) Balance Rate Balance Rate Amount %
Non-interest bearing $ 268,679 - % $ 258,230 - % $ 10,449 4.0 %
Savings 194,920 0.03 201,616 0.03 (6,696 ) (3.3 )
Interest-bearing demand deposits 402,655 2.24 286,748 1.68 115,907 40.4
Money market deposits 103,631 1.88 107,934 2.00 (4,303 ) (4.0 )
Time deposits 358,362 3.59 335,922 4.02 22,440 6.7
Total deposits $ 1,328,247 1.80 % $ 1,190,450 1.73 % $ 137,797 11.6 %

The Corporation believes its deposit product offerings are properly structured to attract and retain core low-cost deposit relationships. The average cost of interest-bearing deposits for the three and six months ended June 30, 2025 was 2.26% and 2.25%, respectively. The average cost of interest-bearing deposits for the three and six months ended June 30, 2024 was 2.34% and 2.20%, respectively.

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At June 30, 2025, estimated uninsured deposits, or the portion of deposit accounts which exceeded the Federal Deposit Corporation insurance limit, totaled $359.4 million. Of this amount, $143.9 million was collateralized by securities pledged by the Corporation or letters of credit issued through the Federal Home Loan Bank of Pittsburgh. Time deposits of $250,000 or more totaled approximately $101.1 million at June 30, 2025.

See Note 4 within the Corporation’s Notes to the Unaudited Consolidated Financial Statements which are included in this Quarterly Report on Form 10-Q for more information regarding the Corporation’s deposits as of June 30, 2025.

Borrowings

Short-term borrowings consist primarily of securities sold under agreements to repurchase and periodic overnight or short-term Federal Home Loan Bank advances. Average short-term borrowings amounted to 2.2% and 10.3% of total interest-bearing liabilities for the three months ended June 30, 2025 and 2024, respectively, and 3.4% and 13.8% of total interest-bearing liabilities for the six months ended June 30, 2025 and 2024, respectively. These changes were primarily related to the migration of customer repurchase agreements as well as a paydown in short-term FHLB borrowings during 2024 and 2025.

Long-term borrowings consist of advances due to the FHLB - Pittsburgh. Under terms of a blanket agreement, the loans are secured by certain qualifying assets of the Bank which consist principally of first mortgage loans. The carrying value of these collateralized items was $846.2 million at June 30, 2025. The Bank has lines of credit with the Federal Reserve Bank Discount Window, FHLB – Pittsburgh, and Atlantic Community Bankers Bank in the aggregate amount of $604.6 million at June 30, 2025. The unused portion of these lines of credit was $541.3 million at June 30, 2025.

See Note 5 within the Corporation’s Notes to the Unaudited Consolidated Financial Statements which are included in this Quarterly Report on Form 10-Q for more information regarding the Corporation’s borrowings as of June 30, 2025.

Capital Resources

Management believes, as of June 30, 2025, that Journey Bank meets all capital adequacy requirements to which it is subject. Management annually performs stress testing on its regulatory capital levels and expects Journey Bank to maintain capital levels that exceed the regulatory standards for well-capitalized institutions for the next 12 months and for the foreseeable future.

Future dividend payments and repurchases of common stock will depend upon maintenance of a strong financial condition, future earnings and capital and regulatory requirements. In addition, Journey Bank is subject to restrictions on the amount of dividends that may be paid without approval of banking regulatory authorities. Further, although Muncy Columbia Financial Corporation is not subject to the specific consolidated capital requirements, its ability to pay dividends, repurchase stock or engage in other activities may be limited by the Federal Reserve if it fails to hold sufficient capital commensurate with its overall risk profile.

The following table reflects the Bank’s actual capital amounts and ratios at June 30, 2025 and December 31, 2024:

Journey Bank Minimum Required For Capital Adequacy Purposes Minimum Required For Capital Adequacy Purposes with Conservation Buffer Minimum Required To Be Well Capitalized Under Prompt Corrective Action Regulations
(Dollars in Thousands) Amount Ratio Ratio Ratio Ratio
June 30, 2025
Total capital (to risk-weighted assets) $ 159,263 16.33 % 8.00 % 10.50 % 10.00 %
Tier I capital (to risk-weighted assets) 149,542 15.33 % 6.00 % 8.50 % 8.00 %
Tier I common equity (to risk-weighted assets) 149,542 15.33 % 4.50 % 7.00 % 6.50 %
Tier I capital (to average assets) 149,542 9.43 % 4.00 % 4.00 % 5.00 %
Total risk-weighted assets 975,502
Total average assets 1,585,433

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Journey Bank Minimum Required For Capital Adequacy Purposes Minimum Required For Capital Adequacy Purposes with Conservation Buffer Minimum Required To Be Well Capitalized Under Prompt Corrective Action Regulations
(Dollars in Thousands) Amount Ratio Ratio Ratio Ratio
December 31, 2024
Total capital (to risk-weighted assets) $ 152,703 16.03 % 8.00 % 10.50 % 10.00 %
Tier I capital (to risk-weighted assets) 143,417 15.06 % 6.00 % 8.50 % 8.00 %
Tier I common equity (to risk-weighted assets) 143,417 15.06 % 4.50 % 7.00 % 6.50 %
Tier I capital (to average assets) 143,417 9.10 % 4.00 % 4.00 % 5.00 %
Total risk-weighted assets 952,452
Total average assets 1,576,746

RESULTS OF OPERATIONS

Net income for the three months ended June 30, 2025 was $5,768,000, or $1.63 per share, compared to $4,707,000, or $1.32 per share, for the three months ended June 30, 2024. Net income for the six months ended June 30, 2025 was $10,113,000, or $2.86 per share compared to $8,743,000, or $2.45 per share for the same period in 2024. The increase in net income for the three and six months ended June 30, 2025, compared to the same periods in 2024, was primarily attributable to a significant increase in net interest income, partially offset by an increase in non-interest expense.

Net interest income increased $2.4 million, or 19.8% to $14.8 million for the three months ended June 30, 2025, from $12.4 million for the same period in 2024. Non-interest income was $2.2 million for the three months ended June 30, 2025, a decrease of $0.2 million, or 7.5%, from $2.4 million for the same period in 2024, which primarily related to realized losses on available-for-sale debt securities, net, partially offset by increases in brokerage income, trust income and gains on marketable equity securities. Non-interest expense was $9.9 million for the three months ended June 30, 2025, an increase of $0.7 million, or 7.2%, from $9.2 million for the same period in 2024, which was primarily related to increases in salaries and employee benefits and data processing and telecommunications expenses, partially offset by a decrease in merger-related expenses.

For the three and six months ended June 30, 2025, the annualized return on average assets was 1.44% and 1.27%, respectively, compared to 1.20% and 1.11%, respectively, for the comparable periods of 2024. The annualized return on average equity was 13.33% and 11.85%, respectively, for the three and six months ended June 30, 2025, compared to 12.28% and 11.40%, respectively, for the comparable periods of 2024. For the three-months ended June 30, 2025 the Corporation declared and paid dividends to holders of common stock of $0.95 per share, which includes the impact of a special one-time cash dividend of $0.50 per share, as compared to $0.44 for the same period of 2024. For the six-months ended June 30, 2025 the Corporation declared and paid dividends to holders of common stock of $1.40 per share, as compared to $0.88 for the same period of 2024.

Net Interest Income

Net interest income is the difference between (i) interest income, interest and fees on interest-earning assets, and (ii) interest expense, interest paid on deposits and borrowed funds. Net interest income represents the largest component of the Corporation’s operating income and, as such, is the primary determinant of profitability. Net interest income is impacted by variations in the volume, rate and composition of earning assets and interest-bearing liabilities, changes in general market interest rates and the level of non-performing assets. Interest income is shown on a fully tax-equivalent basis using the corporate statutory tax rate of 21.0% in 2025 and 2024.

Tax-equivalent net interest income increased $2.5 million, or 19.6%, to $15.1 million for the three months ended June 30, 2025 compared to $12.6 million for the same period in 2024. The increase in tax-equivalent net interest income was due to an increase in tax-equivalent interest income reflecting higher earning asset volumes and yields, along with a decrease in interest expense which resulted primarily from a significant decrease in average borrowings coupled with a decrease in the average rate paid on total interest-bearing liabilities. Tax-equivalent net interest margin, a key measurement used in the banking industry to measure income from earning assets relative to the cost to fund those assets, is calculated by dividing tax-equivalent net interest income by average interest-earning assets. The Corporation’s tax-equivalent net interest margin increased 61 basis points to 4.04% for the three months ended June 30, 2025 compared to 3.43% for the same period of 2024, which was largely caused by increases in yields on earning assets along with a decrease in total in cost of funds. Additionally, interest rate spread, the difference between the average yield on interest-earning assets, shown on a fully tax-equivalent basis, and the average cost of interest-bearing liabilities, increased 66 basis points to 3.47% for the three months ended June 30, 2025 compared to 2.81% for the same period in 2024.

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Tax-equivalent interest income increased $1.5 million, or 7.3%, to $22.0 million for the three months ended June 30, 2025 from $20.5 million for the same period in 2024, which was largely caused by growth in average earning assets, coupled with an increase in the tax-equivalent yield on average earning assets. Average earning assets increased $18.5 million, or 1.2%, to $1.501 billion for the three months ended June 30, 2025 from $1.483 billion for the same period in 2024, resulting in a corresponding increase to tax-equivalent interest income of $0.7 million. Specifically, average loans increased $51.6 million, or 4.6%, to $1.161 billion for the three months ended June 30, 2025 from $1.110 billion for the same period in 2024, which reflected strong organic loan growth. Total investment securities averaged $330.4 million for the three months ended June 30, 2025, a decrease of $37.8 million, or 10.3%, compared to $368.2 million for the same period in 2024, which contributed to a net decrease of $0.2 million in tax-equivalent interest income. The tax-equivalent yield on earning assets increased 32 basis points to 5.87% for the three months ended June 30, 2025 from 5.55% for the same period in 2024, which resulted in a corresponding increase in tax-equivalent interest income of $0.8 million. The Corporation’s tax-equivalent yield on loans increased 9 basis points to 6.67% for the three months ended June 30, 2025 compared to 6.58% for the same period in 2024, resulting in a corresponding increase in tax-equivalent interest income of $0.3 million, due primarily to the origination of new loans at higher yields and the continued repricing of existing variable rate loans in the Corporation’s portfolio. Meanwhile, the tax-equivalent yield on investment securities increased 62 basis points to 3.08% for the three months ended June 30, 2025 from 2.46% for the same period in 2024 and caused a corresponding increase to tax-equivalent interest income of $0.4 million.

Interest expense decreased $0.9 million, or 12.5%, to $6.9 million for the three months ended June 30, 2025 from $7.8 million for the same period in 2024, which was primarily from a significant decrease in average borrowings, coupled with a lower overall cost of funds. Average borrowed funds, which is largely comprised of customer repurchase agreements and FHLB of Pittsburgh advances, averaged $73.1 million for the three months ended June 30, 2025, a decrease of $111.3 million from $184.4 million for the same period in 2024. Lower volumes of average borrowed funds resulted in a corresponding decrease in interest expense of $1.4 million. Total average interest-bearing deposits increased $107.8 million, or 11.2%, to $1.073 billion for the three months ended June 30, 2025, compared to $965.7 million for the same period in 2024, which resulted in a corresponding increase in interest expense of $0.8 million. For the three months ended June 30, 2025, the Corporation’s cost of funds decreased 34 basis points to 2.40% from 2.74% for the same period in 2024. The average rate paid on total borrowings decreased 37 basis points to 4.48% for the three months ended June 30, 2025 from 4.85% for the same period in 2024, which resulted in a corresponding decrease in interest expense of $0.1 million. The average rate paid on total interest-bearing deposits decreased 8 basis points to 2.26% for the three months ended June 30, 2025 from 2.34% for the same period in 2024, which resulted in a corresponding decrease in interest expense of $0.3 million.

On a year-to-date basis, tax equivalent net interest income increased $4.4 million, or 17.9%, to $29.3 million for the six months ended June 30, 2025, from $24.9 million for the comparable period of 2024. The increase in tax-equivalent net interest income for the year-to-date period was largely due to a $2.5 million, or 6.1%, increase in tax equivalent interest income, to $43.1 million, from $40.6 million for 2024, combined with a decrease in interest expense of $2.0 million, or 12.4%, to $13.8 million for the six months ended June 30, 2025, from $15.8 million for the six months ended June 30, 2024. Similar to the quarterly period, the $2.5 million or 6.1%, increase in year-to-date tax equivalent interest income was primarily due to higher earning-asset yields, coupled with an increase in average earning assets balances. The tax-equivalent yield on average earning assets increased 31 basis points to 5.80% for the six months ended June 30, 2025 from 5.49% for the same period in 2024, which resulted in a corresponding increase of $1.1 million to tax-equivalent interest income. The tax-equivalent yield on loans increased 12 basis points, while the tax-equivalent yield on investments increased 43 basis points comparing the year-to-date periods of 2025 and 2024, which resulted in corresponding increases in tax-equivalent interest income of $0.6 million and $0.6 million, respectively. Regarding earning-asset volumes, total average earning assets increased $12.3 million, or 0.8%, to $1.500 billion for the six months ended June 30, 2025, from $1.488 billion for the same period of 2024, which resulted in a corresponding increase in tax-equivalent interest income of $1.4 million. Similar to the quarterly period, this was primarily due to an increase in average total loans which increased $51.5 million, or 4.7%, to $1.156 billion for the six months ended June 30, 2025, from $1.104 billion for the same comparable period of 2024, which was primarily as a result of strong organic loan demand. This increase resulted in a corresponding increase in tax-equivalent interest income of $1.7 million.

The $2.0 million, or 12.4%, decrease in year-to-date interest expense was largely due to a significant decrease in average total borrowings. Average borrowed funds averaged $90.4 million for the six months ended June 30, 2025, a decrease of $138.1 million from $228.5 million for the same period in 2024. Lower volumes of average borrowed funds resulted in a corresponding decrease in interest expense of $3.6 million. This decrease was partially offset by an increase in interest-bearing deposit volumes. Comparing the year-to-date periods of 2025 and 2024, average interest-bearing deposits increased $127.3 million, or 13.7%, to $1.060 billion from $932.2 million, respectively, increasing interest expense by $1.4 million.

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The following Average Balance Sheet and Rate Analysis tables presents the average assets, actual income or expense and the average yield on assets, liabilities and stockholders’ equity for the three and six months ended June 30, 2025 and 2024.

AVERAGE BALANCE SHEET AND RATE ANALYSIS

THREE MONTHS ENDED JUNE 30,

2025 2024
(In Thousands) Average Balance Interest Average Rate Average Balance Interest Average Rate
ASSETS: (1) (1)
Tax-exempt loans $ 41,433 $ 522 5.06 % $ 39,188 $ 412 4.23 %
All other loans 1,120,017 18,805 6.73 % 1,070,699 17,741 6.66 %
Total loans (2)(3)(4) 1,161,450 19,327 6.67 % 1,109,887 18,153 6.58 %
Taxable securities 251,586 1,476 2.35 % 289,270 1,224 1.70 %
Tax-exempt securities (3) 78,782 1,065 5.42 % 78,899 1,031 5.26 %
Total securities 330,368 2,541 3.08 % 368,169 2,255 2.46 %
Interest-bearing deposits in other banks 9,478 101 4.27 % 4,753 62 5.25 %
Total interest-earning assets 1,501,296 21,969 5.87 % 1,482,809 20,470 5.55 %
Other assets 107,428 95,890
TOTAL ASSETS $ 1,608,724 $ 1,578,699
LIABILITIES:
Savings $ 196,194 15 0.03 % $ 200,228 15 0.03 %
Now deposits 411,546 2,334 2.27 % 315,705 1,599 2.04 %
Money market deposits 103,661 495 1.92 % 111,772 586 2.11 %
Time deposits 362,047 3,193 3.54 % 337,968 3,410 4.06 %
Total interest-bearing deposits 1,073,448 6,037 2.26 % 965,673 5,610 2.34 %
Short-term borrowings 24,870 252 4.06 % 118,014 1,427 4.86 %
Long-term borrowings 48,237 565 4.70 % 66,420 798 4.83 %
Total borrowings 73,107 817 4.48 % 184,434 2,225 4.85 %
Total interest-bearing liabilities 1,146,555 6,854 2.40 % 1,150,107 7,835 2.74 %
Noninterest-bearing deposits 272,897 262,331
Other liabilities 15,665 12,114
Stockholders’ equity 173,607 154,147
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,608,724 $ 1,578,699
Interest rate spread (6) 3.47 % 2.81 %
Net interest income/margin (5) $ 15,115 4.04 % $ 12,635 3.43 %

(1) Average volume information was compared using daily averages for interest-earning and bearing accounts.
(2) Interest on loans includes loan fee income.
(3) Tax exempt interest revenue is shown on a tax-equivalent basis using a statutory federal income tax rate of 21 percent for 2025 and 2024.
(4) Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.
(5) Net interest margin is computed by dividing annualized tax-equivalent net interest income by total interest earning assets.
(6) Interest rate spread represents the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities.

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AVERAGE BALANCE SHEET AND RATE ANALYSIS

SIX MONTHS ENDED JUNE 30,

2025 2024
(In Thousands) Average Balance Interest Average Rate Average Balance Interest Average Rate
ASSETS: (1) (1)
Tax-exempt loans $ 42,134 $ 1,020 4.88 % $ 40,166 $ 851 4.26 %
All other loans 1,113,374 37,089 6.72 % 1,063,853 34,997 6.62 %
Total loans (2)(3)(4) 1,155,508 38,109 6.65 % 1,104,019 35,848 6.53 %
Taxable securities 259,197 2,741 2.13 % 300,173 2,608 1.75 %
Tax-exempt securities (3) 78,927 2,128 5.44 % 78,783 2,055 5.25 %
Total securities 338,124 4,869 2.90 % 378,956 4,663 2.47 %
Interest-bearing deposits in other banks 6,538 135 4.16 % 4,930 128 5.22 %
Total interest-earning assets 1,500,170 43,114 5.80 % 1,487,905 40,639 5.49 %
Other assets 104,898 96,607
TOTAL ASSETS $ 1,605,068 $ 1,584,512
LIABILITIES:
Savings $ 194,920 29 0.03 % $ 201,616 31 0.03 %
Now deposits 402,655 4,473 2.24 % 286,748 2,399 1.68 %
Money market deposits 103,631 964 1.88 % 107,934 1,071 2.00 %
Time deposits 358,362 6,372 3.59 % 335,922 6,719 4.02 %
Total interest-bearing deposits 1,059,568 11,838 2.25 % 932,220 10,220 2.20 %
Short-term borrowings 39,459 795 4.06 % 160,334 3,924 4.92 %
Long-term borrowings 50,988 1,194 4.72 % 68,151 1,645 4.85 %
Total borrowings 90,447 1,989 4.43 % 228,485 5,569 4.90 %
Total interest-bearing liabilities 1,150,015 13,827 2.42 % 1,160,705 15,789 2.74 %
Noninterest-bearing deposits 268,679 258,230
Other liabilities 14,241 11,347
Stockholders’ equity 172,133 154,230
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 1,605,068 $ 1,584,512
Interest rate spread (6) 3.37 % 2.76 %
Net interest income/margin (5) $ 29,287 3.94 % $ 24,850 3.36 %

(1) Average volume information was compared using daily averages for interest-earning and bearing accounts.
(2) Interest on loans includes loan fee income.
(3) Tax exempt interest revenue is shown on a tax-equivalent basis using a statutory federal income tax rate of 21 percent for 2025 and 2024.
(4) Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.
(5) Net interest margin is computed by dividing annualized tax-equivalent net interest income by total interest earning assets.
(6) Interest rate spread represents the difference between the average rate earned on interest-earning assets and the average rate paid on interest-bearing liabilities.

35

Reconcilement of Taxable Equivalent Net Interest Income
For the Three Months
Ended June 30, 		For the Six Months
Ended June 30,
(In Thousands) 2025 2024 2025 2024
Total interest income $ 21,662 $ 20,195 $ 42,503 $ 40,084
Total interest expense 6,854 7,835 13,827 15,789
Net interest income 14,808 12,360 28,676 24,295
Tax equivalent adjustment 307 275 611 555
Net interest income
(fully taxable equivalent) $ 15,115 $ 12,635 $ 29,287 $ 24,850

Rate/Volume Analysis

To enhance the understanding of the effects of volumes (the average balance of earning assets and costing liabilities) and average interest rate fluctuations on the Consolidated Balance Sheets as it pertains to net interest income, the table below reflects these changes for the three and six months ended June 30, 2025 versus June 30, 2024:

Three Months Ended June 30, Six Months Ended June 30,
2025 vs 2024 2025 vs 2024
Increase (Decrease) Increase (Decrease)
Due to Due to
(In Thousands) Volume Rate Net Volume Rate Net
Interest income:
Loans, tax-exempt $ 24 $ 87 $ 111 $ 42 $ 128 $ 170
Loans 821 243 1,064 1,625 467 2,092
Taxable investment securities (160 ) 412 252 (355 ) 488 133
Tax-exempt investment securities (1 ) 34 33 4 69 73
Interest bearing deposits 62 (23 ) 39 42 (35 ) 7
Total interest-earning assets 746 753 1,499 1,358 1,117 2,475
Interest expense:
Savings - - - (1 ) (1 ) (2 )
NOW deposits 549 186 735 967 1,107 2,074
Money market deposits (41 ) (50 ) (91 ) (43 ) (64 ) (107 )
Time deposits 244 (461 ) (217 ) 448 (795 ) (347 )
Short-term borrowings (1,136 ) (39 ) (1,175 ) (2,950 ) (179 ) (3,129 )
Long-term borrowings, FHLB (219 ) (14 ) (233 ) (413 ) (38 ) (451 )
Total interest-bearing liabilities (603 ) (378 ) (981 ) (1,992 ) 30 (1,962 )
Change in net interest income $ 1,349 $ 1,131 $ 2,480 $ 3,350 $ 1,087 $ 4,437

Provision for Credit Losses

A summary of the provision for credit losses for the three and six months ended June 30, 2025 and 2024, is as follows:

For the Three Months For the Six Months
Ended June 30, Ended June 30,
(In Thousands) 2025 2024 2025 2024
Provision for credit losses:
Loans receivable $ 256 $ 36 $ 366 $ 137
Off-balance sheet exposures (2 ) (7 ) (2 ) (18 )
Total provision for credit losses $ 254 $ 29 $ 364 $ 119

For the three months ended June 30, 2025, there was a provision for credit losses of $254,000, an increase of $225,000 in expense compared to a provision for credit losses of $29,000 for the three months ended June 30, 2024. The provision for the three months ended June 30, 2025 included expense related to loans receivable of $256,000 and a credit related to off-balance sheet exposures of $2,000. For the six months ended June 30, 2025, there was a provision for credit losses of $364,000, an increase of $245,000 in expense compared to a provision for credit losses of $119,000 for the six months ended June 30, 2024. The provision for the six months ended June 30, 2025 included expense related to loans receivable of $366,000 and a credit related to off-balance sheet exposures of $2,000.

36

The provision amounts for the three and six months ended June 30, 2025 and 2024 primarily reflect an increase in volume in the loan portfolio, increases in non-accrual loans which impacted probability of default calculations and changes in qualitative factors related to the nature of the loan portfolio, volume and severity of past due loans, loan grade migration, changes in lending staff, changes in lending policies and procedures and forecasted economic conditions.

See Note 3 within the Corporation’s Notes to the Unaudited Consolidated Financial Statements which are included in this Quarterly Report on Form 10-Q for more information regarding the Corporation’s allowance for credit losses as of June 30, 2025.

Non-interest Income

Total non-interest income decreased $182,000 or 7.5% to $2,237,000 for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 amount of $2,419,000. Realized losses on available-for-sale debt securities, net, totaled $426,000 for the three months ended June 30, 2025 compared to $0 for the three months ended June 30, 2024. This change was partially offset by increases in brokerage income and trust income of $60,000 and $76,000, respectively, due primarily to higher assets under management, and an increase in gains on marketable equity securities of $52,000 due to market value changes comparing the three months ended June 30, 2025 to the three months ended June 30, 2024.

For the six months ended June 30, 2025, total non-interest income decreased $269,000 or 5.4% to $4,682,000, compared to $4,951,000 for the six months ended June 30, 2024. Similar to the quarterly period, realized losses on available-for-sale debt securities, net, resulted in a decrease of $418,000 which was partially offset by increases in brokerage income, trust income and gains on marketable equity securities of $69,000, $108,000 and $135,000, respectively. Other non-interest income decreased $295,000 or 27.4% due primarily to one-time events during the three months ended March 31, 2024, including incentives received in conjunction with the launch of a debit card reissuance project as well as a governmental grant recorded in conjunction with the completion of a solar energy project.

For the Three Months Ended
June 30, 2025 June 30, 2024 Change
(In Thousands) Amount % Total Amount % Total Amount %
Service charges and fees $ 709 31.7 % $ 667 27.6 % $ 42 6.3 %
Interchange fees 673 30.1 687 28.4 (14 ) (2.0 )
Gain on sale of loans 71 3.2 93 3.8 (22 ) (23.7 )
Earnings on bank-owned life insurance 233 10.4 229 9.5 4 1.7
Brokerage 252 11.3 192 7.9 60 31.3
Trust 280 12.5 204 8.4 76 (37.3 )
Gains (losses) on marketable equity securities 14 0.6 (38 ) (1.6 ) 52 -
Realized losses on available-for-sale debt securities, net (426 ) (19.0 ) - - (426 ) (100.0 )
Other non-interest income 431 19.2 385 16.0 46 11.9
Total non-interest income $ 2,237 100.0 % $ 2,419 100.0 % $ (182 ) (7.5 )%

For the Six Months Ended
June 30, 2025 June 30, 2024 Change
(In Thousands) Amount % Total Amount % Total Amount %
Service charges and fees $ 1,431 30.6 % $ 1,282 25.9 % $ 149 11.6 %
Interchange fees 1,296 27.7 1,306 26.4 (10 ) (0.8 )
Gain on sale of loans 154 3.3 169 3.4 (15 ) (8.9 )
Earnings on bank-owned life insurance 464 9.9 456 9.2 8 1.8
Brokerage 485 10.4 416 8.4 69 16.6
Trust 518 11.1 410 8.3 108 26.3
Losses on marketable equity securities (20 ) (0.4 ) (155 ) (3.1 ) 135 87.1
Realized losses on available-for-sale debt securities, net (426 ) (9.1 ) (8 ) (0.2 ) (418 ) (100.0 )
Other non-interest income 780 16.5 1,075 21.7 (295 ) (27.4 )
Total non-interest income $ 4,682 100.0 % $ 4,951 100.0 % $ (269 ) (5.4 )%

37

Non-interest Expense

Total non-interest expense increased $662,000 from $9,194,000 for the three months ended June 30, 2024, to $9,856,000 for the three months ended June 30, 2025. Salaries and employee benefits expense of $4,984,000 for the three months ended June 30, 2025 increased $344,000 from $4,640,000 for the three months ended June 30, 2024. This increase was related to health insurance expenses associated with the Corporation’s partially self-funded health insurance plan which were $397,000 higher during the three months ended June 30, 2025 than the three months ended June 30, 2024. Additionally, data processing and telecommunications expenses increased $174,000 comparing the three months ended June 30, 2025 to the three months ended June 30, 2024 due to ongoing pricing increases and one-time charges in conjunction with the implementation of new products.

For the six months ended June 30, 2024, total non-interest expense increased $2,107,000 or 11.2% to $20,947,000, compared to $18,840,000 for the six months ended June 30, 2024. Salaries and employee benefits expense of $11,304,000 for the six months ended June 30, 2025 increased $1,862,000 from $9,442,000 for the same period of 2024. The Corporation recorded one-time pretax expenses totaling $1,295,000 in conjunction with the retirement of its Executive Chairman during the three months ended March 31, 2025. Additionally, health insurance expenses associated with the Corporation’s partially self-funded health insurance plan were $548,000 higher in the six months ended June 30, 2025 than the same period of 2024.

One standard to measure non-interest expense is to express annualized non-interest expense as a percentage of average total assets. For the three and six months ended June 30, 2025 this percentage was 2.46% and 2.63%, respectively, compared to 2.49% and 2.39%, respectively, for the three and six months ended June 30, 2024.

For the Three Months Ended
June 30, 2025 June 30, 2024 Change
(In Thousands) Amount % Total Amount % Total Amount %
Salaries and employee benefits $ 4,984 50.6 % $ 4,640 50.5 % $ 344 7.4 %
Occupancy 640 6.5 581 6.3 59 10.2
Furniture and equipment 460 4.7 384 4.2 76 19.8
Pennsylvania shares tax 301 3.1 230 2.5 71 (30.9 )
Professional fees 414 4.2 319 3.5 95 29.8
Director’s fees 165 1.7 105 1.1 60 57.1
Federal deposit insurance 217 2.2 188 2.0 29 15.4
Data processing and telecommunications 1,078 10.9 904 9.8 174 19.2
Automated teller machine and interchange 101 1.0 106 1.2 (5 ) (4.7 )
Merger-related expenses - - 201 2.2 (201 ) (100.0 )
Amortization of intangibles 511 5.2 549 6.0 (38 ) (6.9 )
Other non-interest expense 985 10.0 987 10.7 (2 ) (0.2 )
Total non-interest expense $ 9,856 100.1 % $ 9,194 100.0 % $ 662 7.2 %

For the Six Months Ended
June 30, 2025 June 30, 2024 Change
(In Thousands) Amount % Total Amount % Total Amount %
Salaries and employee benefits $ 11,304 54.0 % $ 9,442 50.1 % $ 1,862 19.7 %
Occupancy 1,360 6.5 1,199 6.4 161 13.4
Furniture and equipment 886 4.2 790 4.2 96 12.2
Pennsylvania shares tax 602 2.9 440 2.3 162 36.8
Professional fees 862 4.1 776 4.1 86 11.1
Director’s fees 318 1.5 239 1.3 79 33.1
Federal deposit insurance 435 2.1 408 2.2 27 6.6
Data processing and telecommunications 1,917 9.2 1,824 9.7 93 5.1
Automated teller machine and interchange 365 1.7 368 2.0 (3 ) (0.8 )
Merger-related expenses - - 297 1.6 (297 ) (100.0 )
Amortization of intangibles 1,021 4.9 1,098 5.8 (77 ) (7.0 )
Other non-interest expense 1,877 9.0 1,959 10.3 (82 ) (4.2 )
Total non-interest expense $ 20,947 100.1 % $ 18,840 100.0 % $ 2,107 11.2 %

38

LIQUIDITY

The Bank’s liquidity, represented by cash and due from banks, is a product of its operating, investing and financing activities. The Bank’s primary sources of funds are deposits, securities sold under agreements to repurchase, principal repayments of securities and outstanding loans, funds provided from operations, and day-to-day FHLB – Pittsburgh borrowings. In addition, the Bank invests excess funds in short-term interest-earning assets such as overnight deposits or U.S. agency securities, which provide liquidity to meet lending requirements. While scheduled payments from the amortization of loans and securities and short-term investments are relatively predictable sources of funds, general interest rates, economic conditions and competition greatly influence deposit flows and repayments on loans and mortgage-backed securities.

The Bank strives to maintain sufficient liquidity to fund operations, loan demand and to satisfy fluctuations in deposit levels. The Bank is required to have enough investments that qualify as liquid assets in order to maintain sufficient liquidity to ensure safe and sound banking operations. Liquidity may increase or decrease depending upon the availability of funds and comparative yields on investments in relation to the return on loans. The Bank attempts to maintain adequate but not excessive liquidity, and liquidity management is both a daily and long-term function of its business management. The Bank manages its liquidity in accordance with a board of directors-approved asset liability policy and liquidity contingency plan, which are administered by its asset-liability committee (“ALCO”). ALCO reports interest rate sensitivity, liquidity, capital and investment-related matters on a quarterly basis to the Bank’s board of directors.

The Bank reviews cash flow projections regularly and updates them in order to maintain liquid assets at levels believed to meet the requirements of normal operations, including loan commitments and potential deposit outflows from maturing certificates of deposit and savings withdrawals. While deposits and securities sold under agreements to repurchase are its primary source of funds, when needed it is also able to generate cash through borrowings from the FHLB. At June 30, 2025, the Bank had remaining available capacity with FHLB, subject to certain collateral restrictions, of $522.0 million.

Liquidity management is required to ensure that adequate funds will be available to meet anticipated and unanticipated deposit withdrawals, debt service payments, investment commitments, commercial and consumer loan demand, and ongoing operating expenses. Funding sources include principal repayments on loans, sale of assets, growth in time and core deposits, short and long-term borrowings, investment securities coming due, loan prepayments and repurchase agreements. Regular loan payments are a dependable source of funds, while the sale of investment securities, deposit growth and loan prepayments are significantly influenced by general economic conditions and the level of interest rates.

The statement of cash flows presents the change in cash and cash equivalents from operating, investing and financing activities. Cash and due from banks and interest-bearing deposits in other banks, which comprise cash and cash equivalents, are the Corporation’s most liquid assets. Cash and cash equivalents totaled $40.7 million at June 30, 2025, an increase of $23.3 million from $17.4 million at December 31, 2024, as net cash inflows were reported from operating, investing and financing activities for the six months ended June 30, 2025.

Net cash inflows from investing activities provided $10.4 million of cash and cash equivalents during the six months ended June 30, 2025. Accounting for the majority of the net cash inflows was $73.6 million related to proceeds from sales, paydowns, calls and maturities of available-for-sale debt securities. This was partially offset by purchases of available-for-sale debt securities of $37.2 million and a net increase in loans of $26.3 million, which reflected strong loan demand. Financing activities provided $3.1 million in net cash, which resulted primarily from a decrease in short-term borrowings, consisting of customer repurchase agreements and short-term FHLB borrowings, of $50.3 million along with a repayment of long-term borrowings of $10.2 million. These outflows were offset by a $68.5 million increase in deposits. Operating activities include net income, adjusted for the effects of non-cash transactions including, among others, depreciation and amortization and the provision for credit losses, and is the primary source of cash flows from operations. For the six months ended June 30, 2025, operating activities provided the Corporation with $9.8 million in net cash, which primarily reflected net income of $10.1 million.

The Corporation regularly analyzes its ability to generate adequate amounts of cash to meet its short and long-term cash requirements and plans. As part of its quarterly asset liability management procedures, the Corporation performs liquidity cash flow forecasts in various base level and stress scenarios to monitor future cash needs. As of June 30, 2025, the Corporation is expected to maintain a level cash balance over the next 12 months. The Corporation has not identified any known demands, commitments, events or uncertainties that would result or that are reasonably likely to result in its liquidity position materially increasing or decreasing over the next 12 months. The Corporation’s long-term cash needs are regularly analyzed through its strategic planning process, which includes a detailed review of liquidity and funding needs.

We manage liquidity on a daily basis. We believe that our liquidity is sufficient to meet present and future financial obligations and commitments on a timely basis. However, see potential liquidity risk factors at Item 1A – Risk Factors of the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024 and refer to the Consolidated Statements of Cash Flows in this Form 10-Q.

39

INTEREST RATE RISK MANAGEMENT

Interest rate risk management involves managing the extent to which interest-sensitive assets and interest-sensitive liabilities are matched. Interest rate sensitivity is the relationship between market interest rates and earnings volatility due to the repricing characteristics of assets and liabilities. The Bank’s net interest income is affected by changes in the level of market interest rates. In order to maintain consistent earnings performance, the Bank seeks to manage, to the extent possible, the repricing characteristics of its assets and liabilities.

One major objective of the Bank when managing the rate sensitivity of its assets and liabilities is to stabilize net interest income. The management of and authority to assume interest rate risk is the responsibility of the Bank’s ALCO, which is comprised of senior management and Board members. ALCO meets quarterly to monitor the ratio of interest sensitive assets to interest sensitive liabilities. The process to review interest rate risk is a regular part of management of the Bank. Consistent policies and practices of measuring and reporting interest rate risk exposure, particularly regarding the treatment of noncontractual assets and liabilities, are in effect. In addition, there is an annual process to review the interest rate risk policy with the Board of Directors which includes limits on the impact to earnings from shifts in interest rates.

The ratio between assets and liabilities repricing in specific time intervals is referred to as an interest rate sensitivity gap. Interest rate sensitivity gaps can be managed to take advantage of the slope of the yield curve as well as forecasted changes in the level of interest rate changes.

To manage the interest sensitivity position, an asset/liability model called “gap analysis” is used to monitor the difference in the volume of the Bank’s interest sensitive assets and liabilities that mature or reprice within given periods. A positive gap (asset sensitive) indicates that more assets reprice during a given period compared to liabilities, while a negative gap (liability sensitive) has the opposite effect. The Bank employs computerized net interest income simulation modeling to assist in quantifying interest rate risk exposure. This process measures and quantifies the impact on net interest income through varying interest rate changes and balance sheet compositions. The use of this model assists the ALCO to gauge the effects of the interest rate changes on interest sensitive assets and liabilities in order to determine what impact these rate changes will have upon our net interest spread. At June 30, 2025, our cumulative gap positions were within the internal risk management guidelines.

In addition to gap analysis, the Bank uses net interest income simulations and economic value of equity (“EVE”) simulations as the primary tools in measuring and managing the Bank’s position and considers balance sheet forecasts, the Bank’s liquidity position, the economic environment, anticipated direction of interest rates and the Bank’s earnings sensitivity to changes in these rates in its modeling. In addition, ALCO has established policy tolerance limits for acceptable negative changes in net interest income. Furthermore, as part of its ongoing monitoring, ALCO requires annual back testing of modeling results, which involves after-the-fact comparisons of projections with the Bank’s actual performance to measure the validity of assumptions used in the modeling techniques.

The following table illustrates the simulated impact of parallel and instantaneous interest rate shocks of +100, +200, +300, -100, -200, and -300 basis points on net interest income and the change in economic value over a one-year time horizon from the June 30, 2025 levels:

Rates +100 Rates +200 Rates +300 Rates -100 Rates -200 Rates -300
Simulation Results Policy Limit Simulation Results Policy Limit Simulation Results Policy Limit Simulation Results Policy Limit Simulation Results Policy Limit Simulation Results Policy Limit
Earnings at risk:
Percent change in net interest income 2.71 % (10.00 )% (1.89 )% (15.00 )% (6.76 )% (20.00 )% 9.15 % (10.00 )% 10.19 % (15.00 )% 11.49 % (20.00 )%
Economic value at risk:
Percent change in economic value of equity (6.63 )% (15.00 )% (14.41 )% (25.00 )% (23.07 )% (30.00 )% 3.47 % (15.00 )% 4.63 % (25.00 )% 5.82 % (30.00 )%

Model results from the simulation at June 30, 2025 indicated that the Bank was projected to see an increase in net interest income over a one-year horizon in any of the rate shock scenarios, with the exception of the +200 and +300 scenarios, which showed 1.89% and 6.76% decreases, respectively. The percent change in EVE is expected to decrease in all rates up scenarios and increase in all rates down scenarios. All modeled exposures to net interest income and EVE for the next twelve-month horizon are within internal ALCO policy guidelines.

This analysis does not represent a forecast for the Bank and should not be relied upon as being indicative of expected operating results. These simulations are based on numerous assumptions, including but not limited to, the nature and timing of interest rate levels, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacements of asset and liability cash flows, and other factors. While assumptions reflect current economic and local market conditions, the Bank cannot make any assurances as to the predictive nature of these assumptions, including changes in interest rates, customer preferences, competition and liquidity needs, or what actions ALCO might take in responding to these changes.

It is our opinion that the asset/liability mix and the interest rate risk associated with the balance sheet are within manageable parameters. Additionally, the Bank’s ALCO meets quarterly with an asset liability management consultant.

40

IMPACT OF INFLATION AND CHANGING PRICES

The preparation of financial statements in conformity with U.S. GAAP requires management to measure the Corporation’s financial position and operating results primarily in terms of historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The effect of inflation on the Corporation’s operations is primarily related to increases in operating expenses. Management considers changes in interest rates to impact our financial condition and results of operations to a far greater degree than changes in prices due to inflation. Although interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. The Corporation manages interest rate risk in several ways. There can be no assurance that the Corporation will not be materially adversely affected by future changes in interest rates, as interest rates are highly sensitive to many factors that are beyond its control. Additionally, inflation may adversely impact the financial condition of the Corporation’s borrowers and could impact their ability to repay their loans, which could negatively affect the Corporation’s asset quality through higher delinquency rates and increased charge-offs. Management will carefully consider the impact of inflation and rising interest rates on the Corporation’s borrowers in managing credit risk related to the loan portfolio.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

The information called for by this item can be found at Part I Item 2 of this Report on Form 10-Q under the caption “Interest Rate Risk Management” and is incorporated in its entirety by reference under this Item 3.

Item 4. Controls and Procedures

Our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), based on their evaluation of these controls and procedures as of the end of the period covered by this Report, were effective as of such date at the reasonable assurance level as discussed below to ensure that information required to be disclosed by us in the reports we file under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including the CEO and CFO, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. In addition, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

The CEO and CFO have evaluated the changes to our internal controls over financial reporting that occurred during our fiscal Quarter Ended June 30, 2025, as required by Rules 13a-15(d) and 15d-15(d) under the Securities Exchange Act of 1934, as amended, and have concluded that there were no changes that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

41

PART II Other Information

Item 1. Legal Proceedings

At June 30, 2025, the Corporation was not involved in any legal proceedings, other than routine legal proceedings in the ordinary course of business which involve amounts which, in the aggregate, are believed by management to be immaterial to the financial condition of the Corporation. In addition, no material proceedings are pending or are known to be threatened or contemplated against the Corporation by government authorities.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Item 1A of the Corporation’s Form 10-K filed March 7, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) None

(b) Not applicable

(c) Effective May 14, 2024, the Corporation’s Board of Directors authorized a new treasury stock repurchase program. Under the program, the Corporation was authorized to repurchase up to 178,614 shares of the Corporation’s common stock. During the second quarter 2025, the Corporation did not repurchase any shares of its common stock.

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

(a) There was no information the Corporation was required to disclose in a report on Form 8-K during the second quarter of 2025 that was not disclosed.

(b) There were no material changes to the procedures by which security holders may recommend nominees to the Corporation’s board of directors during the second quarter of 2025.

(c) During the second quarter of 2025, no director or officer of the Corporation adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

3.1 Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (filed on November 16, 2023))
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K (filed on December 11, 2024))
31.1 Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1 Section 1350 Certification of Chief Executive Officer
32.2 Section 1350 Certification of Chief Financial Officer
101 The following materials from the Corporation’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, formatted in XBRL (Extensible Business Reporting Language); (i) the Consolidated Balance Sheets (unaudited), (ii) the Consolidated Statements of Income (unaudited), (iii) the Consolidated Statements of Comprehensive Income (unaudited), (iv) the Consolidated Statements of Changes in Stockholders’ Equity (unaudited), (v) the Consolidated Statements of Cash Flows (unaudited), and (vi) the Notes to Unaudited Consolidated Financial Statements.
104 Cover Page for Interactive Data File (embedded with the Inline XBRL document)

42

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Muncy Columbia Financial Corporation

(Registrant)
By: /s/ Lance O. Diehl Date: August 8, 2025

Lance O. Diehl

President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Joseph K. O’Neill, Jr. Date: August 8, 2025

Joseph K. O’Neill, Jr.

Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

43

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