ENBP 10-Q Quarter ended Sept. 30, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 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 ________________________

ENB Financial Corp

(Exact name of registrant as specified in its charter)

Pennsylvania		000-53297		51-0661129
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No)
31 E. Main St ., Ephrata , PA		17522-0457
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (717) 733-4181

Former name, former address, and former fiscal year, if changed since last report Not Applicable

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None .		N/A		N/A

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 and post such files.)

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 1, 2025, the registrant had 5,698,959 shares of $0.10 (par) Common Stock outstanding.

ENB FINANCIAL CORP

INDEX TO FORM 10-Q

September 30, 2025

Part I – FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Consolidated Balance Sheets at September 30, 2025 and 2024, and December 31, 2024 (Unaudited)	3
		Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	4
		Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	5
		Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	6
		Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited)	7
		Notes to the Unaudited Consolidated Interim Financial Statements	8-31
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32-50
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	51-53
	Item 4.	Controls and Procedures	54
Part II – OTHER INFORMATION			55
	Item 1.	Legal Proceedings	55
	Item 1A.	Risk Factors	55
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	55
	Item 3.	Defaults upon Senior Securities	56
	Item 4.	Mine Safety Disclosures	56
	Item 5.	Other Information	56
	Item 6.	Exhibits	57
SIGNATURE PAGE			58

Part I - Financial Information

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

		September 30,				December 31,				September 30,
		2025				2024				2024
		$				$				$
ASSETS
Cash and due from banks			8,049				7,794				5,669
Interest-bearing deposits in other banks			40,351				61,115				62,048
Total cash and cash equivalents			48,400				68,909				67,717
Securities available for sale (at fair value, net of allowance for credit losses of $ 0 )			590,368				616,430				517,801
Equity securities (at fair value)			9,575				9,710				9,851
Loans held for sale			1,250				3,996				1,994
Loans (net of unearned income)			1,482,275				1,427,269				1,410,511
Less: Allowance for credit losses			16,637				16,122				14,742
Net loans			1,465,638				1,411,147				1,395,769
Premises and equipment			31,182				27,897				28,116
Regulatory stock			10,867				10,789				8,468
Bank owned life insurance			36,758				36,014				35,769
Other assets			28,553				34,939				26,986
Total assets			2,222,591				2,219,831				2,092,471
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest-bearing			623,270				631,711				599,025
Interest-bearing			1,261,479				1,258,732				1,216,390
Total deposits			1,884,749				1,890,443				1,815,415
Short-term borrowings			60,000				60,000				—
Long-term debt			70,822				83,822				87,822
Subordinated debt			39,836				39,716				39,676
Other liabilities			15,196				14,866				14,399
Total liabilities			2,070,603				2,088,847				1,957,312
Stockholders' equity:
Common stock, par value $ 0.10
Shares:  Authorized 24,000,000
Issued 5,739,114 and Outstanding 5,696,191 as of 9/30/25, 5,655,270 as of 12/31/24, and, 5,640,530 as of 9/30/24			574				574				574
Capital surplus			3,989				3,957				3,994
Retained earnings			174,990				162,006				159,296
Accumulated other comprehensive loss, net of tax			( 26,843	)			( 34,143	)			( 27,047	)
Less: Treasury stock cost on 42,923 shares as of 9/30/25, 83,844 shares as of 12/31/24 and 98,584 as of 9/30/24			( 722	)			( 1,410	)			( 1,658	)
Total stockholders' equity			151,988				130,984				135,159
Total liabilities and stockholders' equity			2,222,591				2,219,831				2,092,471

See Notes to the Unaudited Consolidated Interim Financial Statements

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

		Three Months ended September 30,								Nine Months ended September 30,
		2025				2024				2025				2024
		$				$				$				$
Interest and dividend income:
Interest and fees on loans			20,676				18,644				59,940				53,899
Interest on securities available for sale
Taxable			5,131				3,031				15,239				8,771
Tax-exempt			643				701				1,960				2,126
Interest on deposits at other banks			242				809				867				1,759
Dividend income			373				321				1,040				951
Total interest and dividend income			27,065				23,506				79,046				67,506
Interest expense:
Interest on deposits			7,649				8,017				22,678				21,953
Interest on borrowings			1,841				1,319				5,601				4,017
Total interest expense			9,490				9,336				28,279				25,970
Net interest income			17,575				14,170				50,767				41,536
Provision (release) for credit losses			20				497				632				( 354	)
Net interest income after provision (release) for credit losses			17,555				13,673				50,135				41,890
Other income:
Trust and investment services income			826				794				2,477				2,604
Service fees			1,598				1,532				4,302				4,331
Commissions			1,036				1,039				3,062				3,061
Losses on the sale of debt securities, net			—				—				( 307	)			( 91	)
Gains on equity securities, net			63				211				85				74
Gains on sale of mortgages			506				369				1,336				1,391
Earnings on bank-owned life insurance			294				279				847				979
Other income			641				315				1,451				937
Total other income			4,964				4,539				13,253				13,286
Operating expenses:
Salaries and employee benefits			8,955				8,644				25,592				25,318
Occupancy			908				830				2,690				2,493
Equipment			421				311				1,131				964
Advertising & marketing			267				371				1,009				816
Computer software & data processing			1,739				1,550				5,339				4,718
Shares tax			412				316				1,155				1,030
Professional services			912				831				2,566				2,395
Other expense			1,567				1,271				4,080				3,352
Total operating expenses			15,181				14,124				43,562				41,086
Income before income taxes			7,338				4,088				19,826				14,090
Provision for federal income taxes			1,419				752				3,781				2,499
Net income			5,919				3,336				16,045				11,591
Earnings per share of common stock			1.04				0.59				2.83				2.05
Cash dividends paid per share			0.18				0.17				0.54				0.51
Weighted average shares outstanding			5,684,176				5,658,537				5,670,176				5,663,072

See Notes to the Unaudited Consolidated Interim Financial Statements

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME  (UNAUDITED)

(DOLLARS IN THOUSANDS)

		Three Months ended September 30,								Nine Months ended September 30,
		2025				2024				2025				2024
		$				$				$				$
Net income			5,919				3,336				16,045				11,591
Other comprehensive income, net of tax:
Securities available for sale not other-than-temporarily impaired:
Unrealized gains arising during the period			9,756				9,423				14,213				9,159
Income tax effect			( 2,049	)			( 1,979	)			( 2,986	)			( 1,923	)
			7,707				7,444				11,227				7,236
Reclassification adjustment for losses included in net income			—				—				307				91
Income tax effect			—				—				( 64	)			( 19	)
			—				—				243				72
Derivative and hedging activities adjustment:
Changes in unrealized holding gain on derivatives			( 379	)			—				( 5,140	)			—
Income tax effect			46				—				970				—
			( 333	)			—				( 4,170	)			—
Other comprehensive income, net of tax			7,374				7,444				7,300				7,308
Comprehensive Income			13,293				10,780				23,345				18,899

See Notes to the Unaudited Consolidated Interim Financial Statements

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

														Accumulated
														Other								Total
		Common				Capital				Retained				Comprehensive				Treasury				Stockholders'
		Stock				Surplus				Earnings				Loss				Stock				Equity
		$				$				$				$				$				$
Balances, December 31, 2023			574				4,072				150,596				( 34,355	)			( 1,233	)			119,654
Net income			—				—				3,941				—				—				3,941
Other comprehensive loss net of tax			—				—				—				( 756	)			—				( 756	)
Stock-based compensation expense			—				17				—				—				—				17
Treasury stock purchased - 15,699 shares			—				—				—				—				( 228	)			( 228	)
Treasury stock issued - 18,662 shares			—				( 53	)			—				—				322				269
Cash dividends paid, $ 0.17 per share			—				—				( 964	)			—				—				( 964	)
Balances, March 31, 2024			574				4,036				153,573				( 35,111	)			( 1,139	)			121,933
Net income			—				—				4,314				—				—				4,314
Other comprehensive income net of tax			—				—				—				620				—				620
Stock-based compensation expense			—				14				—				—				—				14
Treasury stock purchased - 15,000 shares			—				—				—				—				( 223	)			( 223	)
Treasury stock issued - 19,036 shares			—				( 49	)			—				—				320				271
Cash dividends paid, $ 0.17 per share			—				—				( 963	)			—				—				( 963	)
Balances, June 30, 2024			574				4,001				156,924				( 34,491	)			( 1,042	)			125,966
Net income			—				—				3,336				—				—				3,336
Other comprehensive income net of tax			—				—				—				7,444				—				7,444
Stock-based compensation expense			—				15				—				—				—				15
Treasury stock purchased - 51,470 shares			—				—				—				—				( 867	)			( 867	)
Treasury stock issued - 14,947 shares			—				( 22	)			—				—				251				229
Cash dividends paid, $ 0.17 per share			—				—				( 964	)			—								( 964	)
Balances, September 30, 2024			574				3,994				159,296				( 27,047	)			( 1,658	)			135,159
Balances, December 31, 2024			574				3,957				162,006				( 34,143	)			( 1,410	)			130,984
Net income			—				—				4,316				—				—				4,316
Other comprehensive income net of tax			—				—				—				858				—				858
Stock-based compensation expense			—				15				—				—				—				15
Treasury stock issued - 13,799 shares			—				( 11	)			—				—				232				221
Cash dividends paid, $ 0.18 per share			—				—				( 1,018	)			—				—				( 1,018	)
Balances, March 31, 2025			574				3,961				165,304				( 33,285	)			( 1,178	)			135,376
Net income			—				—				5,810				—				—				5,810
Other comprehensive loss net of tax			—				—				—				( 932	)			—				( 932	)
Stock-based compensation expense			—				18				—				—				—				18
Treasury stock issued - 14,419 shares			—				( 13	)			—				—				243				230
Cash dividends paid, $ 0.18 per share			—				—				( 1,020	)			—				—				( 1,020	)
Balances, June 30, 2025			574				3,966				170,094				( 34,217	)			( 935	)			139,482
Net income			—				—				5,919				—				—				5,919
Other comprehensive income net of tax			—				—				—				7,374				—				7,374
Stock-based compensation expense			—				11				—				—				—				11
Treasury stock issued - 12,705 shares			—				12				—				—				213				225
Cash dividends paid, $ 0.18 per share			—				—				( 1,023	)			—				—				( 1,023	)
Balances, September 30, 2025			574				3,989				174,990				( 26,843	)			( 722	)			151,988

See Notes to the Unaudited Consolidated Interim Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(DOLLARS IN THOUSANDS)

	Nine Months Ended September 30,
		2025				2024
		$				$
Cash flows from operating activities:
Net income			16,045				11,591
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization of securities premiums and discounts and loan fees			412				3,202
Increase in interest receivable			( 14	)			( 1,225	)
Increase in interest payable			26				889
Provision (release) for credit losses			632				( 354	)
Losses on the sale of debt securities, net			307				91
Gains on equity securities, net			( 85	)			( 74	)
Gains on sale of mortgages			( 1,336	)			( 1,391	)
Loans originated for sale			( 36,449	)			( 46,287	)
Proceeds from sales of loans			40,531				46,036
Earnings on bank-owned life insurance			( 847	)			( 979	)
Gain on sale of other real estate owned			( 101	)			—
Depreciation of premises and equipment and amortization of software			1,629				1,569
Deferred income tax			1,064				259
Amortization of deferred fees on subordinated debt			120				120
Stock-based compensation expense			44				46
Other assets and other liabilities, net			( 1,591	)			( 644	)
Net cash provided by operating activities			20,387				12,849
Cash flows from investing activities:
Securities available for sale:
Proceeds from maturities, calls, and repayments			47,763				32,800
Proceeds from sales			12,246				5,019
Purchases			( 19,993	)			( 88,900	)
Equity securities
Proceeds from sales			553				331
Purchases			( 332	)			( 657	)
Proceeds from sale of other real estate owned			1,090				—
Purchase of regulatory bank stock			( 696	)			( 551	)
Redemptions of regulatory bank stock			618				623
Proceeds from bank-owned life insurance			—				740
Purchase of bank-owned life insurance			( 5	)			—
Net increase in loans			( 56,266	)			( 50,672	)
Purchases of premises and equipment, net			( 4,611	)			( 4,104	)
Purchase of computer software			( 184	)			( 528	)
Net cash used for investing activities			( 19,817	)			( 105,899	)
Cash flows from financing activities:
Net (decrease) increase in demand and savings accounts			( 18,962	)			1,254
Net increase in time deposits			13,268				87,363
Repayments of long-term debt			( 13,000	)			( 13,406	)
Dividends paid			( 3,061	)			( 2,891	)
Proceeds from sale of treasury stock			676				769
Treasury stock purchased			—				( 1,318	)
Net cash (used for) provided by financing activities			( 21,079	)			71,771
Decrease in cash and cash equivalents			( 20,509	)			( 21,279	)
Cash and cash equivalents at beginning of period			68,909				88,996
Cash and cash equivalents at end of period			48,400				67,717
Supplemental disclosures of cash flow information:
Interest paid			28,253				25,082
Income taxes paid			3,170				2,300
Supplemental disclosure of non-cash investing and financing activities:
Fair value adjustments for securities available for sale			14,519				10,155

See Notes to the Unaudited Consolidated Interim Financial Statements

1.        Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and to general practices within the banking industry. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all significant adjustments considered necessary for fair presentation have been included. Certain items previously reported have been reclassified to conform to the current period’s reporting format. Such reclassifications did not affect net income or stockholders’ equity.

ENB Financial Corp (“the Corporation”) is the bank holding company for its wholly-owned subsidiary Ephrata National Bank (the “Bank”). Ephrata National Bank has one wholly-owned subsidiary, ENB Insurance, LLC which is consolidated into its financial statements. This Form 10-Q, for the third quarter of 2025, is reporting on the results of operations and financial condition of ENB Financial Corp on a consolidated basis.

Operating results for the three and nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. For further information, refer to the consolidated financial statements and footnotes thereto included in ENB Financial Corp’s Annual Report on Form 10-K for the year ended December 31, 2024.

2.       Revenue from Contracts with Customers

The Corporation records revenue from contracts with customers in accordance with Accounting Standards Topic 606, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Corporation must identify contracts with customers, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when the Corporation satisfies a performance obligation. Significant revenue has not been recognized in the current reporting period that results from performance obligations satisfied in previous periods.

The Corporation’s primary sources of revenue are derived from interest and dividends earned on loans, investment securities, and other financial instruments that are not within the scope of Topic 606. The Corporation has evaluated the nature of its contracts with customers and determined that further disaggregation of revenue from contracts with customers into more granular categories beyond what is presented in the Consolidated Statements of Income was not necessary. The Corporation generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Because performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying Topic 606 that significantly affects the determination of the amount and timing of revenue from contracts with customers.

3.       Securities Available for Sale

The amortized cost, gross unrealized gains and losses, approximate fair value, and allowance for credit losses of investment securities held at September 30, 2025 and December 31, 2024, are as follows:

						Gross				Gross				Allowance
(DOLLARS IN THOUSANDS)		Amortized				Unrealized				Unrealized				for Credit				Fair
		Cost				Gains				Losses				Losses				Value
		$				$				$				$				$
September 30, 2025
U.S. treasuries			14,920				—				( 878	)			—				14,042
U.S. government agencies			16,400				—				( 722	)			—				15,678
U.S. agency mortgage-backed securities			34,508				48				( 1,960	)			—				32,596
U.S. agency collateralized mortgage obligations			110,473				512				( 1,932	)			—				109,053
Non-agency MBS/CMO			150,814				188				( 2,751	)			—				148,251
Asset-backed securities			55,166				62				( 477	)			—				54,751
Corporate bonds			48,489				13				( 2,779	)			—				45,723
Obligations of states and political subdivisions			192,326				—				( 22,052	)			—				170,274
Total securities available for sale			623,096				823				( 33,551	)			—				590,368

						Gross				Gross				Allowance
(DOLLARS IN THOUSANDS)		Amortized				Unrealized				Unrealized				for Credit				Fair
		Cost				Gains				Losses				Losses				Value
		$				$				$				$				$
December 31, 2024
U.S. Treasuries			19,900				—				( 1,438	)			—				18,462
U.S. government agencies			19,400				—				( 1,333	)			—				18,067
U.S. agency mortgage-backed securities			38,000				—				( 3,120	)			—				34,880
U.S. agency collateralized mortgage obligations			116,272				—				( 5,277	)			—				110,995
Non-agency MBS/CMO			152,096				16				( 6,901	)			—				145,211
Asset-backed securities			57,543				123				( 398	)			—				57,268
Corporate bonds			57,423				—				( 4,351	)			—				53,072
Obligations of states and political subdivisions			203,044				—				( 24,569	)			—				178,475
Total securities available for sale			663,678				139				( 47,387	)			—				616,430

The amortized cost and fair value of securities available for sale at September 30, 2025, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities due to certain call or prepayment provisions.

CONTRACTUAL MATURITY OF DEBT SECURITIES

(DOLLARS IN THOUSANDS)

		Amortized
		Cost				Fair Value
		$				$
Due in one year or less			2,924				2,879
Due after one year through five years			92,441				88,406
Due after five years through ten years			75,705				68,190
Due after ten years			452,026				430,893
Total debt securities			623,096				590,368

Securities available for sale with a par value of $ 129,133,000 and $ 110,232,000 at September 30, 2025, and December 31, 2024, respectively, were pledged or restricted for public funds, borrowings, or other purposes as required by law. The fair value of these pledged securities was $ 119,047,000 at September 30, 2025, and $ 102,957,000 at December 31, 2024.

Proceeds from active sales of debt securities available for sale, along with the associated gross realized gains and gross realized losses, are shown below. Realized gains and losses are computed on the basis of specific identification.

PROCEEDS FROM SALES OF SECURITIES AVAILABLE FOR SALE

(DOLLARS IN THOUSANDS)

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
		$				$				$				$
Proceeds from sales			—				—				12,246				5,019
Gross realized gains			—				—				—				—
Gross realized losses			—				—				( 307	)			( 91	)

Information pertaining to securities with gross unrealized losses at September 30, 2025 and December 31, 2024, for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that individual securities have been in a continuous loss position follows:

UNREALIZED LOSSES ON DEBT SECURITIES

(DOLLARS IN THOUSANDS)

		Less than 12 months								More than 12 months								Total
						Gross								Gross								Gross
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		Value				Losses				Value				Losses				Value				Losses
		$				$				$				$				$				$
As of September 30, 2025
U.S. Treasuries			—				—				14,042				( 878	)			14,042				( 878	)
U.S. government agencies			—				—				15,678				( 722	)			15,678				( 722	)
U.S. agency mortgage-backed securities			—				—				24,034				( 1,960	)			24,034				( 1,960	)
U.S. agency collateralized mortgage obligations			9,202				( 44	)			62,048				( 1,888	)			71,250				( 1,932	)
Non-Agency MBS/CMO			40,652				( 392	)			72,062				( 2,359	)			112,714				( 2,751	)
Asset-backed securities			15,953				( 132	)			27,502				( 345	)			43,455				( 477	)
Corporate bonds			—				—				45,210				( 2,779	)			45,210				( 2,779	)
Obligations of states & political subdivisions			—				—				170,242				( 22,052	)			170,242				( 22,052	)
Total unrealized losses on debt securities			65,807				( 568	)			430,818				( 32,983	)			496,625				( 33,551	)

UNREALIZED LOSSES ON DEBT SECURITIES

(DOLLARS IN THOUSANDS)

		Less than 12 months								More than 12 months								Total
						Gross								Gross								Gross
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		Value				Losses				Value				Losses				Value				Losses
		$				$				$				$				$				$
As of December 31, 2024
U.S. Treasuries			—				—				18,462				( 1,438	)			18,462				( 1,438	)
U.S. government agencies			—				—				18,067				( 1,333	)			18,067				( 1,333	)
U.S. agency mortgage-backed securities			—				—				34,880				( 3,120	)			34,880				( 3,120	)
U.S. agency collateralized mortgage obligations			93,239				( 3,584	)			17,756				( 1,693	)			110,995				( 5,277	)
Non-Agency MBS/CMO			107,316				( 4,930	)			33,606				( 1,971	)			140,922				( 6,901	)
Asset-backed securities			4,938				( 39	)			26,376				( 359	)			31,314				( 398	)
Corporate bonds			—				—				53,072				( 4,351	)			53,072				( 4,351	)
Obligations of states & political subdivisions			1,639				( 400	)			176,806				( 24,169	)			178,445				( 24,569	)
Total unrealized losses on debt securities			207,132				( 8,953	)			379,025				( 38,434	)			586,157				( 47,387	)

In the debt security portfolio there were 296 positions carrying unrealized losses as of September 30, 2025.

Management evaluates all of the Corporation’s securities for expected credit losses. No securities in the portfolio required an allowance for credit losses to be recorded in the first nine months of 2025 or 2024.

Unrealized losses on the Corporation’s available-for-sale debt securities have not been recognized into income because the bonds are of high credit quality, 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 solely due to changes in interest rates and other market conditions. The issuers continue to make timely principal and interest payments on the bonds. The fair value is expected to recover as the bonds approach maturity.

4.       Equity Securities

The following table summarizes the amortized cost, gross unrealized gains and losses, and fair value of equity securities held at September 30, 2025 and December 31, 2024.

						Gross				Gross
(DOLLARS IN THOUSANDS)		Amortized				Unrealized				Unrealized				Fair
		Cost				Gains				Losses				Value
		$				$				$				$
September 30, 2025
CRA-qualified mutual funds			8,849				—				—				8,849
Bank stocks			784				15				( 73	)			726
Total equity securities			9,633				15				( 73	)			9,575

						Gross				Gross
(DOLLARS IN THOUSANDS)		Amortized				Unrealized				Unrealized				Fair
		Cost				Gains				Losses				Value
		$				$				$				$
December 31, 2024
CRA-qualified mutual funds			8,517				—				—				8,517
Bank stocks			1,233				101				( 141	)			1,193
Total equity securities			9,750				101				( 141	)			9,710

The following table presents the net gains and losses on the Corporation’s equity investments recognized in earnings during the three and nine months ended September 30, 2025 and 2024, and the portion of unrealized gains and losses for the period that relates to equity investments held as of September 30, 2025 and 2024.

NET GAINS AND LOSSES ON EQUITY INVESTMENTS RECOGNIZED IN EARNINGS

(DOLLARS IN THOUSANDS)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2025				2024				2025				2024
		$				$				$				$
Net gains recognized in equity securities during the period			63				211				85				74
Less:  Net gains realized on the sale of equity securities during the period			81				131				102				131
Unrealized (losses) gains recognized in equity securities held at reporting date			( 18	)			80				( 17	)			( 57	)

5.        Loans and Allowance for Credit Losses

The following table presents the Corporation’s loan portfolio by category of loans as of September 30, 2025 and December 31, 2024 (in thousands):

		September 30,				December 31,
		2025				2024
		$				$
Agriculture			299,493				289,284
Business Loans			367,521				360,805
Consumer			5,983				6,603
Home Equity			139,673				118,329
Non-Owner Occupied Commercial Real Estate			171,386				136,298
Residential Real Estate (a)			496,123				514,120
Gross loans prior to deferred costs			1,480,179				1,425,439
Deferred loan costs, net			2,096				1,830
Allowance for credit losses			( 16,637	)			( 16,122	)
Total net loans			1,465,638				1,411,147

(a) Real estate loans serviced for others, which are not included in the Consolidated Balance Sheets, totaled $ 368,100 and $ 342,640 as of September 30, 2025 and December 31, 2024.

Age Analysis of Past-Due Loans Receivable

The performance and credit quality of the loan portfolio is 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 September 30, 2025 and December 31, 2024 (in thousands):

		September 30, 2025
						31-60				61-90				Greater Than
						Days				Days				90 Days				Total				Total
		Current				Past Due				Past Due				Past Due				Past Due				Loans
Agriculture		$	296,089			$	1,802			$	—			$	1,602			$	3,404			$	299,493
Business Loans			363,622				413				3,452				34				3,899				367,521
Consumer			5,948				17				18				—				35				5,983
Home Equity			138,704				750				—				219				969				139,673
Non-Owner Occupied CRE			170,638				—				—				748				748				171,386
Residential Real Estate			494,582				415				77				1,049				1,541				496,123
Total		$	1,469,583			$	3,397			$	3,547			$	3,652			$	10,596			$	1,480,179

		December 31, 2024
						31-60				61-90				Greater Than
						Days				Days				90 Days				Total				Total
		Current				Past Due				Past Due				Past Due				Past Due				Loans
Agriculture		$	288,970			$	—			$	314			$	—			$	314			$	289,284
Business Loans			358,207				2,531				—				67				2,598				360,805
Consumer			6,571				23				—				9				32				6,603
Home Equity			117,451				102				578				198				878				118,329
Non-Owner Occupied CRE			135,541				—				—				757				757				136,298
Residential Real Estate			510,882				808				23				2,407				3,238				514,120
Total		$	1,417,622			$	3,464			$	915			$	3,438			$	7,817			$	1,425,439

Nonperforming Loans

The following table presents the amortized cost basis of loans on nonaccrual status and loans past due 90 days or more and still accruing interest as of September 30, 2025 and December 31, 2024, (in thousands):

September 30, 2025
		Nonaccrual				Nonaccrual								Loans Past
		with no				with				Total				Due 90 Days or More				Total
		ACL				ACL				Nonaccrual				Still Accruing				Nonperforming
Agriculture		$	2,591			$	314			$	2,905			$	—			$	2,905
Business Loans			3,681				—				3,681				—				3,681
Consumer Loans			—				—				—				—				—
Home Equity			219				54				273				—				273
Non-Owner Occupied CRE			1,018				—				1,018				—				1,018
Residential Real Estate			1,376				604				1,980				—				1,980
Total		$	8,885			$	972			$	9,857			$	—			$	9,857

December 31, 2024
		Nonaccrual				Nonaccrual								Loans Past
		with no				with				Total				Due 90 Days or More				Total
		ACL				ACL				Nonaccrual				Still Accruing				Nonperforming
Agriculture		$	1,481			$	—			$	1,481			$	—			$	1,481
Business Loans			5,084				969				6,053				—				6,053
Consumer Loans			—				10				10				—				10
Home Equity			393				—				393				—				393
Non-Owner Occupied CRE			—				—				—				—				—
Residential Real Estate			1,806				2,144				3,950				—				3,950
Total		$	8,764			$	3,123			$	11,887			$	—			$	11,887

The following table presents, by class of loans, the collateral-dependent nonaccrual loans and type of collateral as of September 30, 2025 and December 31, 2024 (in thousands).

September 30, 2025
		Real Estate				Other				None				Total
Agriculture		$	2,905			$	—			$	—			$	2,905
Business Loans			2,915				766				—				3,681
Consumer Loans			—				—				—				—
Home Equity			273				—				—				273
Non-Owner Occupied CRE			1,018				—				—				1,018
Residential Real Estate			1,980				—				—				1,980
Total		$	9,091			$	766			$	—			$	9,857

December 31, 2024
		Real Estate				Other				None				Total
Agriculture		$	1,481			$	—			$	—			$	1,481
Business Loans			5,085				968				—				6,053
Consumer Loans			—				—				10				10
Home Equity			393				—				—				393
Non-Owner Occupied CRE			—				—				—				—
Residential Real Estate			3,950				—				—				3,950
Total		$	10,909			$	968			$	10			$	11,887

Credit Quality Indicators

The Corporation grades commercial credits differently than consumer credits. The following tables represent all of the Corporation’s commercial credit exposures by internally assigned grades as of September 30, 2025 and December 31, 2024. The grading analysis estimates the capability of the borrower to repay the contractual obligations under the loan agreements as scheduled. The Corporation's internal commercial credit risk grading system is based on experiences with similarly graded loans.

The Corporation's internally assigned grades for commercial credits are as follows:

●

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 where a potential weakness or risk exists, which could cause a more serious problem, if not corrected.

●

Substandard – loans that have a well-defined weakness based on objective evidence and characterized by the distinct possibility that the Corporation will sustain some loss if the deficiencies are not corrected.

●

Doubtful – loans classified as doubtful have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.

●

Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted.

Based on the most recent analysis performed, the following table presents the recorded investment by internal risk rating system for Commercial Credit exposures as of September 30, 2025 (in thousands):

																										Revolving				Revolving
		Term Loans Amortized Cost Basis by Origination Year																								Loans				Loans
																										Amortized				Converted
September 30, 2025		2025				2024				2023				2022				2021				Prior				Cost Basis				to Term				Total
Agriculture
Risk Rating
Pass		$	38,590			$	25,594			$	47,440			$	35,878			$	41,449			$	67,062			$	21,373			$	—			$	277,386
Special Mention			—				—				124				36				24				2,192				154				—				2,530
Substandard			3,072				723				1,798				1,429				7,519				2,951				2,085				—				19,577
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	41,662			$	26,317			$	49,362			$	37,343			$	48,992			$	72,205			$	23,612			$	—			$	299,493
Agriculture
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Business Loans
Risk Rating
Pass		$	49,185			$	49,489			$	43,036			$	69,552			$	45,828			$	53,492			$	42,472			$	—			$	353,054
Special Mention			—				—				—				782				—				2,222				126				—				3,130
Substandard			—				—				2,686				6,867				397				488				899				—				11,337
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	49,185			$	49,489			$	45,722			$	77,201			$	46,225			$	56,202			$	43,497			$	—			$	367,521
Business Loans
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Non-Owner Occupied CRE
Risk Rating
Pass		$	21,648			$	10,513			$	35,903			$	36,786			$	27,027			$	30,290			$	3,926			$	—			$	166,093
Special Mention			—				—				—				—				1,331								—				—				1,331
Substandard			—				—				373				—				—				3,089				500				—				3,962
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	21,648			$	10,513			$	36,276			$	36,786			$	28,358			$	33,379			$	4,426			$	—			$	171,386
Non-Owner Occupied CRE
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Total
Risk Rating
Pass		$	109,423			$	85,596			$	126,379			$	142,216			$	114,304			$	150,844			$	67,771			$	—			$	796,533
Special Mention			—				—				124				818				1,355				4,414				280				—				6,991
Substandard			3,072				723				4,857				8,296				7,916				6,528				3,484				—				34,876
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	112,495			$	86,319			$	131,360			$	151,330			$	123,575			$	161,786			$	71,535			$	—			$	838,400

Based on the most recent analysis performed, the following table presents the recorded investment by internal risk rating system for Commercial Credit exposures as of December 31, 2024 (in thousands):

																										Revolving				Revolving
		Term Loans Amortized Cost Basis by Origination Year																								Loans				Loans
																										Amortized				Converted
December 31, 2024		2024				2023				2022				2021				2020				Prior				Cost Basis				to Term				Total
Agriculture
Risk Rating
Pass		$	30,261			$	49,814			$	38,824			$	44,513			$	17,156			$	63,007			$	24,359			$	—			$	267,934
Special Mention			1,033				174				17				6,411				—				1,555				1,714				—				10,904
Substandard			413				1,904				1,522				1,679				1,287				3,275				366				—				10,446
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	31,707			$	51,892			$	40,363			$	52,603			$	18,443			$	67,837			$	26,439			$	—			$	289,284
Agriculture
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	25			$	—			$	—			$	25
Business Loans
Risk Rating
Pass		$	61,110			$	38,875			$	86,326			$	53,149			$	29,095			$	44,956			$	37,440			$	—			$	350,951
Special Mention			—				—				—				409				—				258				—				—				667
Substandard			—				2,816				2,030				—				—				875				3,466				—				9,187
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	61,110			$	41,691			$	88,356			$	53,558			$	29,095			$	46,089			$	40,906			$	—			$	360,805
Business Loans
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Non-Owner Occupied CRE
Risk Rating
Pass		$	3,971			$	36,562			$	33,912			$	26,695			$	14,729			$	16,986			$	—			$	—			$	132,855
Special Mention			—				—				—				—				—								—				—				—
Substandard			—				382				—				—				—				3,061				—				—				3,443
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	3,971			$	36,944			$	33,912			$	26,695			$	14,729			$	20,047			$	—			$	—			$	136,298
Non-Owner Occupied CRE
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Total
Risk Rating
Pass		$	95,342			$	125,251			$	159,062			$	124,357			$	60,980			$	124,949			$	61,799			$	—			$	751,740
Special Mention			1,033				174				17				6,820				—				1,813				1,714				—				11,571
Substandard			413				5,102				3,552				1,679				1,287				7,211				3,832				—				23,076
Doubtful			—				—				—				—				—				—				—				—				—
Total		$	96,788			$	130,527			$	162,631			$	132,856			$	62,267			$	133,973			$	67,345			$	—			$	786,387

For consumer loans, the Corporation evaluates credit quality based on whether the loan is considered performing or non-performing. Non-performing loans consist of those loans greater than 90 days delinquent and nonaccrual loans.

The following table presents the balances of consumer loans by classes of the loan portfolio based on payment performance as of September 30, 2025 (in thousands):

																										Revolving				Revolving
		Term Loans Amortized Cost Basis by Origination Year																								Loans				Loans
																										Amortized				Converted
September 30, 2025		2025				2024				2023				2022				2021				Prior				Cost Basis				to Term				Total
Consumer
Payment Performance
Performing		$	2,606			$	1,111			$	441			$	165			$	28			$	1			$	1,631			$	—			$	5,983
Nonperforming			—				—				—				—				—				—				—				—				—
Total		$	2,606			$	1,111			$	441			$	165			$	28			$	1			$	1,631			$	—			$	5,983
Consumer
Current period gross charge-offs		$	—			$	18			$	13			$	5			$	—			$	9			$	—			$	—			$	45
Home equity
Payment Performance
Performing		$	1,891			$	1,597			$	5,663			$	12,582			$	791			$	1,555			$	114,662			$	659			$	139,400
Nonperforming			—				—				—				—				—				54				219				—				273
Total		$	1,891			$	1,597			$	5,663			$	12,582			$	791			$	1,609			$	114,881			$	659			$	139,673
Home equity
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	3			$	—			$	—			$	3
Residential Real Estate
Payment Performance
Performing		$	33,206			$	47,085			$	95,625			$	132,243			$	92,963			$	93,021			$	—			$	—			$	494,143
Nonperforming			—				—				—				576				870				534				—				—				1,980
Total		$	33,206			$	47,085			$	95,625			$	132,819			$	93,833			$	93,555			$	—			$	—			$	496,123
Residential Real Estate
Current period gross charge-offs		$	—			$	—			$	84			$	—			$	—			$	—			$	—			$	—			$	84
Total
Payment Performance
Performing		$	37,703			$	49,793			$	101,729			$	144,990			$	93,782			$	94,577			$	116,293			$	659			$	639,526
Nonperforming			—				—				—				576				870				588				219				—				2,253
Total		$	37,703			$	49,793			$	101,729			$	145,566			$	94,652			$	95,165			$	116,512			$	659			$	641,779

The following table presents the balances of consumer loans by classes of the loan portfolio based on payment performance as of December 31, 2024 (in thousands):

																										Revolving				Revolving
		Term Loans Amortized Cost Basis by Origination Year																								Loans				Loans
																										Amortized				Converted
		2024				2023				2022				2021				2020				Prior				Cost Basis				to Term				Total
Consumer
Payment Performance
Performing		$	3,564			$	967			$	391			$	105			$	46			$	5			$	1,515			$	—			$	6,593
Nonperforming			—				10				—				—				—				—				—				—				10
Total		$	3,564			$	977			$	391			$	105			$	46			$	5			$	1,515			$	—			$	6,603
Consumer
Current period gross charge-offs		$	—			$	16			$	43			$	6			$	—			$	8			$	—			$	—			$	73
Home equity																			—
Payment Performance
Performing		$	1,899			$	6,778			$	14,700			$	903			$	497			$	1,560			$	91,167				432			$	117,936
Nonperforming			—				—				—				—				—				3				390				—				393
Total		$	1,899			$	6,778			$	14,700			$	903			$	497			$	1,563			$	91,557			$	432			$	118,329
Home equity
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Residential Real Estate																			—
Payment Performance
Performing		$	67,526			$	102,522			$	138,668			$	98,116			$	39,926			$	63,412			$	—			$	—			$	510,170
Nonperforming			—				1,073				1,879				712				—				286				—				—				3,950
Total		$	67,526			$	103,595			$	140,547			$	98,828			$	39,926			$	63,698			$	—			$	—			$	514,120
Residential Real Estate
Current period gross charge-offs		$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	—
Total
Payment Performance
Performing		$	72,989			$	110,267			$	153,759			$	99,124			$	40,469			$	64,977			$	92,682			$	432			$	634,699
Nonperforming			—				1,083				1,879				712				—				289				390				—				4,353
Total		$	72,989			$	111,350			$	155,638			$	99,836			$	40,469			$	65,266			$	93,072			$	432			$	639,052

Allowance for Credit Losses

The following table presents the activity in the allowance for credit losses (ACL) by portfolio segment for the three months ended September 30, 2025 and September 30, 2024 (in thousands):

September 30, 2025		Beginning												Provisions				Ending
		Balance				Charge-offs				Recoveries				(Reductions)				Balance
Allowance for credit losses:
Agriculture			4,159				—				—				( 281	)			3,878
Business Loans			2,804				—				2				71				2,877
Consumer Loans			324				( 11	)			3				72				388
Home Equity			2,905				—				—				( 108	)			2,797
Non-Owner Occupied CRE			1,247				—				—				169				1,416
Residential Real Estate			5,104				—				—				177				5,281
Total		$	16,543			$	( 11	)		$	5			$	100			$	16,637

September 30, 2024		Beginning												Provisions				Ending
		Balance				Charge-offs				Recoveries				(Reductions)				Balance
Allowance for credit losses:
Agriculture			2,660				—				—				258				2,918
Business Loans			2,641				—				—				500				3,141
Consumer Loans			327				( 19	)			5				( 5	)			308
Home Equity			2,660				—				—				( 113	)			2,547
Non-Owner Occupied CRE			693				—				—				( 26	)			667
Residential Real Estate			5,358				—				—				( 197	)			5,161
Total		$	14,339			$	( 19	)		$	5			$	417			$	14,742

During the three months ended September 30, 2025, management charged off $ 11,000 in loans while recovering $ 5,000 and added $ 100,000 to the provision for credit losses related to loans and a release of $ 80,000 in provision expense for off-balance sheet credit exposure for a net provision expense of $ 20 ,000.

The following table presents the activity in the allowance for credit losses by portfolio segment for the nine months ended September 30, 2025 and September 30, 2024 (in thousands):

September 30, 2025		Beginning												Provisions				Ending
		Balance				Charge-offs				Recoveries				(Reductions)				Balance
Allowance for credit losses:
Agriculture			3,303				—				25				550				3,878
Business Loans			3,234				—				5				( 362	)			2,877
Consumer Loans			327				( 45	)			26				80				388
Home Equity			2,644				( 3	)			—				156				2,797
Non-Owner Occupied CRE			933				—				—				483				1,416
Residential Real Estate			5,681				( 84	)			—				( 316	)			5,281
Total		$	16,122			$	( 132	)		$	56			$	591			$	16,637

September 30, 2024		Beginning												Provisions				Ending
		Balance				Charge-offs				Recoveries				(Reductions)				Balance
Allowance for credit losses:
Agriculture			3,106				—				—				( 188	)			2,918
Business Loans			2,684				—				5				452				3,141
Consumer Loans			355				( 55	)			16				( 8	)			308
Home Equity			2,341				—				—				206				2,547
Non-Owner Occupied CRE			818				—				—				( 151	)			667
Residential Real Estate			5,872				—				—				( 711	)			5,161
Total		$	15,176			$	( 55	)		$	21			$	( 400	)		$	14,742

During the nine months ended September 30, 2025, management charged off $ 132,000 in loans while recovering $ 56,000 and adding $ 591,000 to the provision for credit losses related to loans and adding $ 41,000 to the provision for off-balance sheet credit exposure for a combined provision of $ 632 ,000.

The ACL is maintained at a level determined to be adequate to absorb estimated expected credit losses within the loan portfolio over the contractual life of an instrument that considers historical loss experience, current conditions, and forecasts of future economic conditions as of the balance sheet date. The Corporation develops and documents a systematic ACL methodology based on the following portfolio segments: Agriculture, Business Loans, Consumer Loans, Home Equity, Non-Owner Occupied Commercial Real Estate (CRE), and Residential Real Estate. The following are key risks within each portfolio segment:

Agriculture – Loans made to individuals or operating companies within the Agricultural industry. These loans are generally secured by a first lien mortgage on agricultural land. The primary source of repayment is the income and assets of the borrower. The condition of the agriculture industry as well as the condition of the national economy is an important indicator of risk for this segment.

Business Loans —Loans made to operating companies or manufacturers for the purpose of production, operating capacity, accounts receivable, inventory or equipment financing. The primary source of repayment for these loans is cash flow from the operations of the company. The condition of the national economy is an important indicator of risk, but there are also more specific risks depending on the industry of the company. This segment also includes loans made to finance construction of buildings or other structures, as well as to finance the acquisition and development of raw land for various purposes. While the risk of these loans is generally confined to the construction period, if there are problems, the project may not be completed, and as such, may not provide sufficient cash flow on its own to service the debt or have sufficient value in a liquidation to cover the outstanding principal. The condition of the national economy is an important indicator of risk, but there are also more specific risks depending on the type of project and the experience and resources of the developer.

Consumer - Loans made to individuals that may be secured by assets other than 1-4 family residences, as well as unsecured loans. This segment includes personal loans and lines of credit that may be secured or unsecured.  The primary source of repayment for these loans is the income and assets of the borrower. The condition of the national economy, in particular the unemployment rate, is an important indicator of risk for this segment. The value of the collateral, if there is any, is less likely to be a source of repayment due to less certain collateral values.

Home Equity– This segment generally includes lines of credit and term loans secured by the equity in the borrower’s residence. The primary source of repayment for these facilities is the income and assets of the borrower. The condition of the national economy, in particular the unemployment rate, is an important indicator of risk for this segment. The state of the national housing market can also have a significant impact on this segment because low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy the debt.

Non-Owner Occupied CRE - Loans secured by commercial purpose real estate for various purposes such as hotels, retail, multifamily and health care. The primary sources of repayment for these loans are the operations of the individual projects and global cash flows of the debtors. The condition of the national economy is an important indicator of risk, but there are also more specific risks depending on the collateral type and the business prospects of the lessee.

Residential Real Estate —Loans secured by first liens on 1-4 family residential mortgages. The primary source of repayment for these loans is the income and assets of the borrower. The condition of the national economy, in particular the unemployment rate, is an important indicator of risk for this segment. The state of the national housing market can also have a significant impact on this segment because low demand and/or declining home values can limit the ability of borrowers to sell a property and satisfy the debt.

The following table presents the balance in the allowance for credit losses and the recorded investment in loans receivable by portfolio segment based on the estimation method as of September 30, 2025:

ALLOWANCE FOR CREDIT LOSSES AND RECORDED INVESTMENT IN LOANS RECEIVABLE

(DOLLARS IN THOUSANDS)

As of September 30, 2025:		Agriculture				Business Loans				Consumer Loans				Home Equity				Non-Owner Occupied CRE				Residential Real Estate				Total
		$				$				$				$				$				$				$
Allowance for credit losses:
Ending balance: individually evaluated			66				—				—				21				—				37				124
Ending balance: collectively evaluated			3,813				2,876				387				2,776				1,416				5,245				16,513
Loans receivable:
Ending balance			299,493				367,521				5,983				139,673				171,386				496,123				1,480,179
Ending balance: individually evaluated			2,905				3,681				—				273				1,018				1,980				9,857
Ending balance: collectively evaluated			296,588				363,840				5,983				139,400				170,368				494,143				1,470,322

The following table presents the balance in the allowance for credit losses and the recorded investment in loans receivable by portfolio segment based on estimation method as of December 31, 2024:

ALLOWANCE FOR CREDIT LOSSES AND RECORDED INVESTMENT IN LOANS RECEIVABLE

(DOLLARS IN THOUSANDS)

As of December 31, 2024:		Agriculture				Business Loans				Consumer				Home Equity				Non-Owner Occupied CRE				Residential Real Estate				Total
		$				$				$				$				$				$				$
Allowance for credit losses:
Ending balance: individually evaluated			—				250				—				—				186				337				773
Ending balance: collectively evaluated			3,303				2,984				317				2,644				747				5,344				15,339
Loans receivable:
Ending balance			289,284				360,805				6,603				118,329				136,298				514,120				1,425,439
Ending balance: individually evaluated			1,481				6,053				—				393				2,099				3,950				13,976
Ending balance: collectively evaluated			287,803				354,752				6,603				117,936				134,199				510,170				1,411,463

Modifications to Borrowers Experiencing Financial Difficulty

The Corporation may grant a modification to borrowers in financial distress by providing a temporary reduction in interest rate, or an extension of a loan’s stated maturity date. Loan modifications are intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral.

The Corporation identifies loans for potential restructure primarily through direct communication with the borrower and evaluation of the borrower's financial statements, revenue projections, tax returns, and credit reports. Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions, and negative trends may result in a payment default in the near future. There were no modifications of loans to borrowers experiencing financial difficulty for the quarter ended September 30, 2025 or for the quarter ended September 30, 2024.

6. Fair Value Presentation

U.S. generally accepted accounting principles establish a hierarchal disclosure framework associated with the level of observable pricing utilized in measuring assets and liabilities at fair value. The three broad levels defined by the hierarchy are as follows:

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

Level III:

Assets and liabilities that have little to no observable pricing 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 judgment or estimation.

The following tables provide the fair market value for assets required to be measured and reported at fair value on a recurring basis on the Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024, by level within the fair value hierarchy. As required by U.S. generally accepted accounting principles, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

ASSETS MEASURED ON A RECURRING BASIS

(DOLLARS IN THOUSANDS)

		September 30, 2025
		Level I				Level II				Level III				Total
		$				$				$				$
Assets
U.S. treasuries			14,042				—				—				14,042
U.S. government agencies			—				15,678				—				15,678
U.S. agency mortgage-backed securities			—				32,596				—				32,596
U.S. agency collateralized mortgage obligations			—				109,053				—				109,053
Non-agency MBS/CMO			—				148,251				—				148,251
Asset-backed securities			—				54,751				—				54,751
Corporate bonds			—				45,723				—				45,723
Obligations of states & political subdivisions			—				170,274				—				170,274
Equity securities			9,575				—				—				9,575
Total securities			23,617				576,326				—				599,943
Derivatives and hedging activities			—				538				—				538
Liabilities
Derivatives and hedging activities			—				1,749				—				1,749

On September 30, 2025, the Corporation held no securities valued using level III inputs. Most of the Corporation’s debt instruments were valued using level II inputs, where quoted prices are available and observable, but not necessarily quotes on identical securities traded in active markets on a daily basis. The Corporation’s U.S. Treasury bonds, CRA fund investments, and bank stocks are fair valued utilizing level I inputs because the funds have their own quoted prices in an active market. The Corporation’s hedging assets and liabilities are valued using level II inputs as there are quoted prices available and observable, but not necessarily quotes on identical instruments traded in active markets on a daily basis.

Financial instruments are considered level III when their values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. In addition to these unobservable inputs, the valuation models for level III financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly. Level III financial instruments also include those for which the determination of fair value requires significant management judgment or estimation.

ASSETS MEASURED ON A RECURRING BASIS

(DOLLARS IN THOUSANDS)

		December 31, 2024
		Level I				Level II				Level III				Total
		$				$				$				$
U.S. treasuries			18,462				—				—				18,462
U.S. government agencies			—				18,067				—				18,067
U.S. agency mortgage-backed securities			—				34,880				—				34,880
U. S. agency collateralized mortgage obligations			—				110,995				—				110,995
Non-agency MBS/CMO			—				145,211				—				145,211
Asset-backed securities			—				57,268				—				57,268
Corporate bonds			—				53,072				—				53,072
Obligations of states and political subdivisions			—				178,475				—				178,475
Equity securities			9,710				—				—				9,710
Total securities			28,172				597,968				—				626,140
Derivatives and hedging activities			—				3,929				—				3,929

On December 31, 2024, the Corporation held no securities valued using level III inputs. Most of the Corporation’s debt instruments were valued using level II inputs, where quoted prices are available and observable, but not necessarily quotes on identical securities traded in active markets on a daily basis. The Corporation’s U.S. Treasury bonds, CRA fund investments, and bank stocks are fair valued utilizing level I inputs because the funds have their own quoted prices in an active market.

The following tables provide the fair value for each class of assets required to be measured and reported at fair value on a nonrecurring basis on the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, by level within the fair value hierarchy:

ASSETS MEASURED ON A NONRECURRING BASIS

( Dollars in Thousands )

		September 30, 2025
		Level I				Level II				Level III				Total
		$				$				$				$
Assets:
Individually analyzed loans		$	—			$	—			$	9,733			$	9,733
Total		$	—			$	—			$	9,733			$	9,733

		December 31, 2024
		Level I				Level II				Level III				Total
		$				$				$				$
Assets:
Individually analyzed loans		$	—			$	—			$	13,203			$	13,203
Total		$	—			$	—			$	13,203			$	13,203

The Corporation had a total of $ 9,857,000 of individually analyzed loans as of September 30, 2025, with $ 124,000 of specific allocation against these loans and $ 13,976,000 of individually analyzed loans as of December 31, 2024, with $ 773,000 of specific allocation against these loans. The value of individually analyzed loans is generally determined through independent appraisals of the underlying collateral.

The following table presents additional quantitative information about assets measured at fair value on a nonrecurring basis for which the Corporation has utilized level III inputs to determine fair value:

QUANTITATIVE INFORMATION ABOUT LEVEL III FAIR VALUE MEASUREMENTS

(DOLLARS IN THOUSANDS)

	September 30, 2025
	Fair Value	Valuation	Unobservable	Range
	Estimate	Techniques	Input	(Weighted Avg)
Individually analyzed loans	9,733	Appraisal of collateral (1)	Appraisal adjustments (2)	0 % to - 20 % (-20%)
			Liquidation expenses (2)	0 % to - 10 % (-10%)

	December 31, 2024
	Fair Value	Valuation	Unobservable	Range
	Estimate	Techniques	Input	(Weighted Avg)
Individually analyzed loans	13,203	Appraisal of collateral (1)	Appraisal adjustments (2)	0 % to - 20 % (-20%)
			Liquidation expenses (2)	0 % to - 10 % (-10%)

(1) Fair value is generally determined through independent appraisals of the underlying collateral, which generally

include various level III inputs which are not identifiable.

(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated

liquidation expenses.  The range and weighted average of liquidation expenses and other appraisal adjustments

are presented as a percent of the appraisal.

The following tables provide the carrying amount for each class of assets and liabilities and the fair value for certain financial instruments that are not required to be measured or reported at fair value on the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024:

FINANCIAL INSTRUMENTS NOT REQUIRED TO BE MEASURED OR REPORTED AT FAIR VALUE

(DOLLARS IN THOUSANDS)

		September 30, 2025
										Quoted Prices in
										Active Markets				Significant Other				Significant
										for Identical				Observable				Unobservable
		Carrying								Assets				Inputs				Inputs
		Amount				Fair Value				(Level 1)				(Level II)				(Level III)
		$				$				$				$				$
Financial Assets:
Cash and cash equivalents			48,400				48,400				48,400				—				—
Regulatory stock			10,867				10,867				10,867				—				—
Loans held for sale			1,250				1,250				1,250				—				—
Loans, net of allowance			1,465,638				1,455,653				—				—				1,455,653
Mortgage servicing assets			2,541				3,110				—				—				3,110
Accrued interest receivable			8,638				8,638				8,638				—				—
Bank owned life insurance			36,758				36,758				36,758				—				—
Financial Liabilities:
Demand deposits			623,270				623,270				623,270				—				—
Interest-bearing demand deposits			375,477				375,477				375,477				—				—
Money market deposit accounts			157,048				157,048				157,048				—				—
Savings accounts			284,230				284,230				284,230				—				—
Time deposits			444,724				353,268				—				—				353,268
Total deposits			1,884,749				1,793,293				1,440,025				—				353,268
Short-term debt			60,000				60,000				60,000
Long-term debt			70,822				71,519				—				—				71,519
Subordinated debt			39,836				36,569				—				—				36,569
Accrued interest payable			3,195				3,195				3,195				—				—

FINANCIAL INSTRUMENTS NOT REQUIRED TO BE MEASURED OR REPORTED AT FAIR VALUE

(DOLLARS IN THOUSANDS)

		December 31, 2024
										Quoted Prices in
										Active Markets				Significant Other				Significant
										for Identical				Observable				Unobservable
		Carrying								Assets				Inputs				Inputs
		Amount				Fair Value				(Level 1)				(Level II)				(Level III)
		$				$				$				$				$
Financial Assets:
Cash and cash equivalents			68,909				68,909				68,909				—				—
Regulatory stock			10,789				10,789				10,789				—				—
Loans held for sale			3,996				3,996				3,996				—				—
Loans, net of allowance			1,411,147				1,374,663				—				—				1,374,663
Mortgage servicing assets			2,364				3,179				—				—				3,179
Accrued interest receivable			8,624				8,624				8,624				—				—
Bank owned life insurance			36,014				36,014				36,014				—				—
Financial Liabilities:
Demand deposits			631,711				631,711				631,711				—				—
Interest-bearing demand deposits			384,236				384,236				384,236				—				—
Money market deposit accounts			162,514				162,514				162,514				—				—
Savings accounts			280,526				280,526				280,526				—				—
Time deposits			431,456				432,958				—				—				432,958
Total deposits			1,890,443				1,891,945				1,458,987				—				432,958
Short-term debt			60,000				60,000				60,000				—				—
Long-term debt			83,822				83,841				—				—				83,841
Subordinated debt			39,716				35,593				—				—				35,593
Accrued interest payable			3,169				3,169				3,169				—				—

7.        Accumulated Other Comprehensive Loss

The activity in accumulated other comprehensive loss for the three months ended September 30, 2025 and 2024 is as follows:

ACCUMULATED OTHER COMPREHENSIVE LOSS (1) (2)

(DOLLARS IN THOUSANDS)

		Accumulated Other Comprehensive Loss
		Unrealized
		Gains/(Losses)
		on Securities
		Available-for-Sale				Derivatives				Total
		$				$				$
Balance at December 31, 2024			( 37,326	)			3,183				( 34,143	)
Other comprehensive gain (loss) before reclassifications			3,546				( 2,930	)			616
Amount reclassified from accumulated other comprehensive income (loss)			242				—				242
Period change			3,788				( 2,930	)			858
Balance at March 31, 2025			( 33,538	)			253				( 33,285	)
Other comprehensive loss before reclassifications			( 27	)			( 906	)			( 933	)
Amount reclassified from accumulated other comprehensive income (loss)			1				—				1
Period change			( 26	)			( 906	)			( 932	)
Balance at June 30, 2025			( 33,564	)			( 653	)			( 34,217	)
Other comprehensive gain (loss) before reclassifications			7,707				( 333	)			7,374
Amount reclassified from accumulated other comprehensive income (loss)			—				—				—
Period change			7,707				( 333	)			7,374
Balance at September 30, 2025			( 25,857	)			( 986	)			( 26,843	)
Balance at December 31, 2023			( 34,355	)			—				( 34,355	)
Other comprehensive loss before reclassifications			( 828	)			—				( 828	)
Amount reclassified from accumulated other comprehensive income (loss)			72				—				72
Period change			( 756	)			—				( 756	)
Balance at March 31, 2024			( 35,111	)			—				( 35,111	)
Other comprehensive gain before reclassifications			620				—				620
Amount reclassified from accumulated other comprehensive income (loss)			—				—				—
Period change			620				—				620
Balance at June 30, 2024			( 34,491	)			—				( 34,491	)
Other comprehensive gain before reclassifications			7,444								7,444
Amount reclassified from accumulated other comprehensive income (loss)			—				—				—
Period change			7,444				—				7,444
Balance at September 30, 2024			( 27,047	)			—				( 27,047	)

(1) All amounts are net of tax.  Related income tax expense or benefit is calculated using a Federal income tax rate of 21 %.

(2) Amounts in parentheses indicate debits.

DETAILS ABOUT ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) COMPONENTS (1)

(DOLLARS IN THOUSANDS)

		Amount Reclassified from
		Accumulated Other Comprehensive Income (Loss)
		For the Three Months
		September 30,
		2025				2024				Affected Line Item in the
		$				$				Consolidated Statements of Income
Securities available-for-sale:
Net securities losses, reclassified into earnings			—				—			Losses on the sale of debt securities, net
Related income tax benefit			—				—			Provision for federal income taxes
Net effect on accumulated other comprehensive loss for the period			—				—
Total reclassifications for the period			—				—

(1) Amounts in parentheses indicate debits.

		Amount Reclassified from
		Accumulated Other Comprehensive Income (Loss)
		For the Nine Months
		September 30,
		2025				2024				Affected Line Item in the
		$				$				Consolidated Statements of Income
Securities available-for-sale:
Net securities losses, reclassified into earnings			( 307	)			( 91	)		Losses on the sale of debt securities, net
Related income tax benefit			64				19			Benefit for federal income taxes
Net effect on accumulated other comprehensive loss for the period			( 243	)			( 72	)

(1) Amounts in parentheses indicate debits.

8.       Derivatives and Hedging Activities

Risk Management Objective of Using Derivatives

The Corporation is exposed to certain risks arising from both its business operations and economic conditions. The Corporation principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Corporation manages economic risks, including interest rate, liquidity risk, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and through the use of derivative financial instruments. Specifically, the Corporation enters into derivative financial instruments to manage exposure that arises from business activities that result in changes in the value of certain assets as a result of interest rate changes. The Corporation’s derivative financial instruments are used to manage these fair value fluctuations principally related to certain fixed rate debt securities.

Fair Values of Derivative Instruments on the Consolidated Balance Sheet

In 2024, the Corporation entered into certain interest rate swap contracts that are matched to closed portfolios of available-for-sale investment securities. These contracts have been designated as hedging instruments to hedge the risk of changes in the fair value of the underlying investment securities due to changes in interest rates. The related contracts are structured so that the notional amounts reduce over time to generally match the expected amortization of the underlying investment security. The following amounts were recorded on the consolidated balance sheets related to the cumulative basis adjustment for the fair value hedges as of September 30, 2025 and December 31, 2024:

		Carrying Amount								Cumulative Amount of Fair Value
		of the Hedged Assets								Hedging Adjustment
		9/30/2025				12/31/2024				9/30/2025				12/31/2024
Investment Securities, Available-for-Sale 1		$	185,198			$	195,904			$	1,060			$	( 3,758	)

¹ Carrying value represents amortized cost

These amounts were included in the fair value of closed portfolios of available-for-sale investment securities used to designate hedging relationships in which the hedged item is in the stated amount of assets in the closed portfolios anticipated to be outstanding for the designated hedge period. As of September 30, 2025, the fair value of the closed portfolios used in these hedging relationships was $ 183.2 million. As of September 30, 2025, the notional amount of hedged assets was $ 180.2 million.

The Corporation is exposed to changes in the fair value of fixed-rate assets due to changes in benchmark interest rates. The Corporation entered into pay-fixed and receive-floating interest rate swaps to manage its exposure to changes in the fair value of its available-for-sale investment securities. These interest rate swaps are designated as fair value hedges using the portfolio layer method. The Corporation receives variable-rate interest payments in exchange for making fixed-rate payments over the lives of the contracts without exchanging the notional amounts. The fair value hedges are recorded as components of other assets and other liabilities in the Corporation’s consolidated balance sheets. The gain or loss on these derivatives, as well as the offsetting gain or loss on the hedged items attributable to the hedged risk are recognized in interest income in the Corporation’s consolidated statements of income.

The table below presents the fair value of the Corporation’s derivative financial instruments as of September 30, 2025 and December 31, 2024, (in thousands).

Fair Values of Derivative Instruments on the Consolidated Balance Sheet

		Fair Values of Derivative Instruments
		Asset Derivatives
		As of September 30, 2025								As of December 31, 2024
		Notional				Fair				Notional				Fair
Hedged Item		Amount				Value				Amount				Value
MBS Bonds		$	53,755			$	538			$	193,800			$	3,725
FHLB Advances		$	—			$	—			$	60,000			$	204
Total		$	53,755			$	538			$	253,800			$	3,929

		Fair Values of Derivative Instruments
		Liability Derivatives
		As of September 30, 2025								As of December 31, 2024
		Notional				Fair				Notional				Fair
Hedged Item		Amount				Value				Amount				Value
MBS Bonds		$	126,457			$	1,559			$	—			$	—
FHLB Advances			60,000				190				—				—
Total		$	186,457			$	1,749			$	—			$	—

Cash Flow Hedges of Interest Rate Risk

The Corporation’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Corporation has entered into certain interest rate swaps as part of its interest rate risk management strategy. These interest rate swaps are designated as cash flow hedges and involve the receipt of variable rate amounts from a counterparty in exchange for the Corporation making fixed payments. As of September 30, 2025, the Corporation had two interest rate swaps with a combined notional amount of $ 60 million associated with the Corporation’s cash outflows associated with two short term FHLB advances.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings), net of tax, and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings. The Corporation assesses the effectiveness of each hedging relationship by comparing the changes in cash flows of the derivative hedging instrument with the changes in cash flows of the designated hedged transactions. The Corporation did not recognize any hedge ineffectiveness in earnings during the period ended September 30, 2025.

Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the Corporation’s variable-rate liabilities. During the three-month and nine-month periods ended September 30, 2025, the Corporation had $ 79,000 and $ 233,000 in gains, respectively, classified as a reduction in interest expense.

The table below presents the effect of the Corporation’s cash flow hedge accounting on Accumulated Other Comprehensive Income (Loss) for the three-month and nine-month periods ended September 30, 2025 and September 30, 2024 (in thousands).

The Effect of Fair Value and Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss)

		Amount of Loss Recognized in										Amount of Gain Reclassified from
		OCI on Derivative										Accumulated OCI into Income
		Three months Ended								Location of Gain Reclassified		Three months Ended
		September 30,				September 30,				from Accumulated OCI into		September 30,				September 30,
		2025				2024				Income		2025				2024
Derivatives in Cash Flow Hedging Relationships
Interest Rate Products		$	( 24	)		$	—			Interest Expense		$	( 79	)		$	—
Total		$	( 24	)		$	—					$	( 79	)		$	—

		Amount of Loss Recognized in										Amount of Gain Reclassified from
		OCI on Derivative										Accumulated OCI into Income
		Nine months Ended								Location of Gain Reclassified		Nine months Ended
		September 30,				September 30,				from Accumulated OCI into		September 30,				September 30,
		2025				2024				Income		2025				2024
Derivatives in Cash Flow Hedging Relationships
Interest Rate Products		$	( 190	)		$	—			Interest Expense		$	( 233	)		$	—
Total		$	( 190	)		$	—					$	( 233	)		$	—

Credit-risk-related Contingent Features

The Corporation has agreements with its derivative counterparties that contain a provision where if the Corporation defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Corporation could also be declared in default on its derivative obligations.

The Corporation also has agreements with certain of its derivative counterparties that contain a provision where if the Corporation fails to maintain its status as a well / adequately capitalized institution, then the counterparty could terminate the derivative positions and the Corporation would be required to settle its obligations under the agreements.

As of September 30, 2025, the Corporation had derivatives in a net liability position and was required to post collateral of $ 1,040,000 against its obligations under these agreements. If the Corporation had breached any of these provisions at September 30, 2025, it could have been required to settle its obligations under the agreements at the termination value.

9.       Segment Reporting

ASC Topic 280 – Segment Reporting identifies operating segments as components of an enterprise which are evaluated regularly by the Corporation’s Chief Operating Decision Maker, our Chief Executive Officer , in deciding how to develop strategy, allocate resources and assess performance.

While the Corporation monitors the revenue streams of the various products and services, operations are managed, and financial performance is evaluated on an entity-wide basis. The Corporation provides a variety of financial services to individuals and small businesses in Lancaster County, southeastern Lebanon County, and southwestern Berks County through its branch network. Its primary deposit products are checking, savings and term certificate accounts, and its primary lending products are commercial, agricultural, residential and construction mortgages, small business, and consumer loans.

Operating segments are aggregated into one segment, as operating results for all segments are similar. Accordingly, all the financial service operations are considered by management to be aggregated in one reportable operating segment, Community Banking.

The Chief Operating Decision Maker assesses performance and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. Net income is used to monitor budget versus actual results.

The Chief Operating Decision Maker uses revenue streams and significant expenses to assess performance and evaluate return on assets and return on equity. The Chief Operating Decision Maker uses consolidated net income to benchmark the Corporation against its competitors. The benchmarking analysis and budget to actual results are used in assessing performance and in establishing compensation.

The accounting policies for the Community Banking segment are the same as those of our consolidated entity. Information utilized in the performance assessment by the Chief Operating Decision Maker is consistent with the level of aggregation disclosed in the Consolidated Statement of Income. The measure of segment assets is reported on the balance sheet as total consolidated assets.

10.      Recently Issued Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis.  ASU 2023-07 became effective for our annual financial statements in 2024 and is effective for interim periods within fiscal 2025.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which provides for improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This guidance is effective for public business entities for annual periods beginning after December 15, 2024. The Corporation does not expect the adoption of this ASU to have a material impact on the Corporation's financial statements .

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which modernizes the accounting for internal-use software that is developed using an incremental and iterative method (e.g., agile method). The guidance removes all references to project stages in ASC 350-40 and clarifies the threshold entities apply to begin capitalizing costs. The guidance specifies that the property, plant, and equipment disclosure requirements under ASC 360-10 apply to capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements. The guidance, which applies to all entities, is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Entities may apply the guidance using a prospective, retrospective, or modified transition approach. Early adoption is permitted. The Corporation does not expect the adoption of this ASU to have a material impact on the Corporation's financial statements .

In 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract , which (1) refines the scope of the guidance on derivatives in ASC 815 (Issue 1) and (2) clarifies the guidance on share-based payments from a customer in ASC 606 (Issue 2). The ASU is intended to address concerns about the application of derivative accounting to contracts that have features based on the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts. The ASU adds a new scope exception for certain contracts that are not traded on an exchange and have an underlying that is based on operations or activities specific to one of the parties to the contract. This ASU clarifies that when an entity has a right to receive a share-based payment from its customer in exchange for the transfer of goods or services, the share-based payment should be accounted for as noncash consideration within the scope of ASC 606. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. Early adoption is permitted. The Corporation does not expect the adoption of this ASU to have a material impact on the Corporation's financial statements .

11.      Cecil Bancorp, Inc Acquisition

On August 12, 2025, the Corporation entered into a definitive agreement with Cecil Bancorp, Inc, headquartered in Elkton, MD, whereby the Corporation will acquire Cecil and its wholly owned subsidiary Cecil Bank. The transaction has been unanimously approved by the boards of directors of both companies. It is subject to Cecil stockholder approval, regulatory approvals, and other customary closing conditions. Currently, the transaction is expected to close in the first quarter of 2026, after all such conditions provided in the definitive agreement are met. Once the acquisition and related transactions are complete, the Corporation will have 18 full-service community banking offices in Pennsylvania and Maryland, offering a full range of integrated financial services including banking and trust. During the three-month and nine-month periods ended September 30, 2025, the Corporation had $ 496,000 in acquisition expenses.

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

The following discussion and analysis represents management’s view of the financial condition and results of operations of the Corporation. This discussion and analysis should be read in conjunction with the consolidated financial statements and other financial schedules included in this quarterly report, and in conjunction with the 2024 Annual Report to Shareholders of the Corporation. The financial condition and results of operations presented are not indicative of future performance.

Forward-Looking Statements

The U.S. Private Securities Litigation Reform Act of 1995 provides safe harbor in regards to the inclusion of forward-looking statements in this document and documents incorporated by reference. Forward-looking statements pertain to possible or assumed future results that are made using current information. These forward-looking statements are generally identified when terms such as: “believe,” “estimate,” “anticipate,” “expect,” “project,” “forecast,” and other similar wordings are used. The readers of this report should take into consideration that these forward-looking statements represent management’s expectations as to future forecasts of financial performance, or the likelihood that certain events will or will not occur. Due to the very nature of estimates or predications, these forward-looking statements should not be construed to be indicative of actual future results. Additionally, management may change estimates of future performance, or the likelihood of future events, as additional information is obtained. This document may also address targets, guidelines, or strategic goals that management is striving to reach but may not be indicative of actual results.

Readers should note that many factors affect this forward-looking information, some of which are discussed elsewhere in this document and in the documents that are incorporated by reference into this document. These factors include, but are not limited to, the following:

●

National, regional and local economic conditions

●

Interest rate and monetary policies of the Federal Reserve Board

●

Inflation and monetary fluctuations and volatility

●

Instability in the banking system caused by bank failures and continuous financial uncertainty of various banks which may adversely impact the corporation and its securities values, deposit stability, capital adequacy, financial condition, operations, liquidity, and results of operations

●

Health of the housing market

●

Volatility of the securities markets including the valuation of securities

●

Real estate valuations and its impact on the loan portfolio

●

Future actions or inactions of the United States government, including a failure to increase the government debt limit, a prolonged shutdown of the federal government, increase in taxes or regulations, or increasing debt balances

●

Political changes and the impact of new laws and regulations

●

Competitive forces

●

Impact of mergers and acquisition activity in the local market and the effects thereof

●

Potential impact from continually evolving cybersecurity and other technological risks and attacks, including additional costs, reputational damage, regulatory penalties, and financial losses

●

Changes in customer behavior impacting deposit levels and loan demand

●

Changes in accounting principles, policies, or guidelines as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standards setters

●

Ineffective business strategy due to current or future market and competitive conditions

●

Management’s ability to manage credit risk, liquidity risk, interest rate risk, and fair value risk

●

Operational, legal, and reputational risk

●

Results of the regulatory examination and supervision process

●

Possible changes to the capital and liquidity requirements and other regulatory pronouncements, regulations and rules

●

Large scale global disruptions such as pandemics, terrorism, trade wars, and armed conflict.

●

Local market area disruptions due to flooding, severe weather, or other natural disasters

●

The risk that our analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful

●

Business and competitive disruptions caused by new market and industry entrants

Readers should be aware if any of the above factors change significantly, the statements regarding future performance could also change materially. The safe harbor provision provides that the Corporation is not required to publicly update or revise forward-looking statements to reflect events or circumstances that arise after the date of this report. Readers should review any changes in risk factors in documents filed by the Corporation periodically with the Securities and Exchange Commission, including Item 1A of Part II of this Quarterly Report on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K.

Results of Operations

Overview

The Corporation recorded net income of $5,919,000 for the three-month period ended September 30, 2025, a $2,583,000, or 77.4% increase over the three months ended September 30, 2024. Net income for the nine-month period was $16,045,000, a $4,454,000, or 38.4% increase over earnings in the nine-month period ended September 30, 2024. The earnings per share, basic and diluted, were $1.04 for the three months ended September 30, 2025, compared to $0.59 which represents a 76.3% increase over the same period in 2024, and for the year-to-date period, earnings per share were $2.83, compared to $2.05 which represents a 38.0% increase from 2024.

The Corporation’s net interest income (NII) increased by $3,405,000, or 24.0%, and $9,231,000, or 22.2%, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. Interest and fees on loans increased by $2,032,000, or 10.9%, and $6,041,000, or 11.2%, for the three and nine months ended September 30, 2025, respectively, compared to the same periods in 2024. Interest income on securities available for sale increased by $2,042,000, or 54.7%, and $6,302,000, or 57.8%, for the three and nine months ended September 30, 2025, compared to the same periods in 2024. Conversely, interest expense on deposits and borrowings increased by $154,000, or 1.6%, and $2,309,000, or 8.9%, for the three and nine months ended September 30, 2025, compared to the same periods in the prior year.

The Corporation recorded a provision for credit losses of $20,000 in the third quarter of 2025, and $632,000 for the year-to-date period, compared provision expense of $497,000 in the third quarter of 2024 and a release of provision expense of $354,000 for the nine months ended September 30, 2024. For the quarter comparison, the removal of an economic qualitative factor which was causing duplication within the quantitative calculation resulted in a decrease in provision while year-to-date provision increased due to loan growth and improved forward economic indicators resulted in the release of provision expense in the prior year. The allowance as a percentage of total loans was 1.12% as of September 30, 2025, 1.13% as of December 31, 2024, and 1.05% as of September 30, 2024.

Other income increased by $425,000, or 9.4%, for the three months ended September 30, 2025, compared to the same period in 2024, and decreased $33,000, or 0.2%, for the nine months ended September 30, 2025, compared to the same period in the prior year. The primary reason for the quarterly increase was related to sales tax refunds recorded in the second quarter of 2025.

Total operating expenses increased by $1,057,000, or 7.5%, and $2,476,000, or 6.0%, for the three and nine months ended September 30, 2025, compared to the same periods in 2024. Salary and benefit expenses, which make up the largest portion of operating expenses, increased by $311,000, or 3.6%, and $274,000, or 1.1% for the three and nine months ended September 30, 2025, compared to the same periods in the prior year. Other operating expenses outside of salaries and benefits increased due to expanded investments and initiatives in technology, increased occupancy and equipment costs, some residual core conversion expenses, acquisition related costs, and increases in fraud related to losses on customer deposit accounts.

The financial services industry uses two primary performance measurements to gauge performance: return on average assets (ROA) and return on average equity (ROE). ROA measures how efficiently a bank generates income based on the amount of assets or size of a company. ROE measures the efficiency of a company in generating income based on the amount of equity or capital utilized. ROA and ROE increased for the quarter and year-to-date period ended September 30, 2025 compared to the same periods in the prior year due to increased earnings.

Key Ratios		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2025				2024				2025				2024
Return on Average Assets			1.06%				0.65%				0.97%				0.77%
Return on Average Equity			16.60%				10.17%				15.66%				12.50%

The results of the Corporation’s operations are best explained by addressing, in further detail, the five major sections of the income statement, which are as follows:

●

Net interest income

●

Provision for credit losses

●

Other income

●

Operating expenses

●

Provision for income taxes

The following discussion analyzes each of these five components.

Net Interest Income (NII)

NII represents the largest portion of the Corporation’s operating income. In the first nine months of 2025, NII generated 79.3% of the Corporation’s revenue stream, which consists of NII and non-interest income. This compared to 75.8% for the first nine months of 2024. This increase is a result of higher levels of NII in the first nine months of 2025 resulting in NII contributing to a larger portion of total revenue. The overall performance of the Corporation is highly dependent on the changes in NII since it comprises such a significant portion of operating income.

The following table shows a summary analysis of NII on a fully taxable equivalent (FTE) basis. For analytical purposes and throughout this discussion, yields, rates, and measurements such as NII, net interest spread, and net yield on interest earning assets are presented on an FTE basis. The FTE NII shown in both tables below will exceed the NII reported on the consolidated statements of income, which is not shown on an FTE basis. The amount of FTE adjustment totaled $105,000 for the three months ended September 30, 2025, and $301,000 for the nine months ended September 30, 2025, compared to $75,000 and $279,000 for the same periods in 2024.

NET INTEREST INCOME

(DOLLARS IN THOUSANDS)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2025				2024				2025				2024
		$				$				$				$
Total interest income			27,065				23,506				79,046				67,506
Total interest expense			9,490				9,336				28,279				25,970
Net interest income			17,575				14,170				50,767				41,536
Tax equivalent adjustment			105				75				301				279
Net interest income (fully taxable equivalent)			17,680				14,245				51,068				41,815

NII is the difference between interest income earned on assets and interest expense incurred on liabilities. Accordingly, two factors affect NII:

●

The rates earned on interest earning assets and paid on interest bearing liabilities

●

The average balance of interest earning assets and interest bearing liabilities

NII is impacted by yields earned on assets and rates paid on liabilities. During the first nine months of 2025, asset yields increased due to a higher interest rate environment despite some variable rate assets repricing to lower rates with the several decreases in the Federal Reserve overnight rates. Liability costs decreased as the Corporation was able to reduce deposit costs during 2025. Market interest rates stabilized and moderated in 2025 but the Corporation still felt the lingering effects of the prior rate movements as customers continued to move funds to higher yielding deposit products. This was offset by lower rates on most deposit products. Higher market rates have helped the Corporation’s asset yields, and the discipline around lowering the cost of funds has enabled the Corporation to increase NIM. Management believes continued improvement will be dependent on the rate at which overnight interest rates change throughout the remainder of 2025.

The Corporation’s net interest margin increased to 3.27% for the quarter ended September 30, 2025, and 3.15% for the year-to-date period ended September 30, 2025, compared to 2.89% for the same quarter in 2024 and 2.86% for the year-to-date period. The Corporation’s NII on a fully taxable equivalent basis increased by $3,435,000, or 24.1%, for the three months ended September 30, 2025, and $9,253,000, or 22.1%, for the nine months ended September 30, 2025, compared to the same periods in 2024.

The Corporation’s overall cost of funds rose significantly throughout 2024 but moderated during 2025. Core deposit interest rates and time deposit rates have decreased over the past year. The Corporation also increased its reliance on brokered time deposits as part of an overall funding strategy that caused higher costs on time deposits. These changes resulted in the total cost of deposits decreasing by $369,000 for the quarter but increasing by $725,000, for the nine months ended September 30, 2025, compared to the same periods in the prior year. The average balance of borrowings was higher for the first nine months of 2025 compared to 2024, and interest rates were higher, resulting in the total cost of borrowings increasing by $523,000, and $1,584,000, for the three and nine months ended September 30, 2025, compared to the same periods in 2024.

The following table provides an analysis of year-to-date changes in NII on a FTE basis by distinguishing what changes were a result of average balance increases or decreases and what changes were a result of interest rate increases or decreases.

RATE/VOLUME ANALYSIS OF CHANGES IN NET INTEREST INCOME

(TAXABLE EQUIVALENT BASIS, DOLLARS IN THOUSANDS)

		Three Months Ended September 30,												Nine Months Ended September 30,
		2025 vs. 2024												2025 vs. 2024
		Increase (Decrease)												Increase (Decrease)
		Due To Change In												Due To Change In
										Net												Net
		Average				Interest				Increase				Average				Interest				Increase
		Balances				Rates				(Decrease)				Balances				Rates				(Decrease)
		$				$				$				$				$				$
INTEREST INCOME
Interest on deposits at other banks			(211	)			(354	)			(565	)			(92	)			(800	)			(892	)
Securities available for sale:
Taxable			1,313				778				2,091				4,479				1,934				6,413
Tax-exempt			(54	)			20				(34	)			(153	)			(22	)			(175	)
Total securities			1,259				798				2,057				4,326				1,912				6,238
Loans			1,089				948				2,037				2,890				3,183				6,073
Regulatory stock			52				8				60				66				77				143
Total interest income			2,189				1,400				3,589				7,190				4,372				11,562
INTEREST EXPENSE
Deposits:
Demand deposits			209				(546	)			(337	)			1,047				(1,398	)			(351	)
Savings deposits			1				—				1				(4	)			—				(4	)
Time deposits			722				(755	)			(33	)			2,374				(1,294	)			1,080
Total deposits			932				(1,301	)			(369	)			3,417				(2,692	)			725
Borrowings:
Total borrowings			451				72				523				1,328				256				1,584
Total interest expense			1,383				(1,229	)			154				4,745				(2,436	)			2,309
NET INTEREST INCOME			806				2,629				3,435				2,445				6,808				9,253

The following table shows a more detailed analysis of NII on a FTE basis with all the major elements of the Corporation’s balance sheet, which consists of interest earning and non-interest earning assets and interest bearing and non-interest bearing liabilities.

COMPARATIVE AVERAGE BALANCE SHEETS AND NET INTEREST INCOME

(DOLLARS IN THOUSANDS)

		For the Three Months Ended September 30,
		2025												2024
										(c)												(c)
		Average								Annualized				Average								Annualized
		Balance				Interest				Yield/Rate				Balance				Interest				Yield/Rate
		$				$				%				$				$				%
ASSETS
Interest earning assets:
Federal funds sold and interest on deposits at other banks			40,340				242				2.38				60,165				808				5.33
Securities available for sale:
Taxable			500,930				5,257				4.20				367,002				3,166				3.45
Tax-exempt			138,433				666				1.92				149,755				700				1.87
Total securities (d)			639,363				5,923				3.70				516,757				3,866				2.99
Loans (a)			1,477,344				20,757				5.62				1,398,128				18,721				5.36
Regulatory stock			10,872				247				9.08				8,550				186				8.71
Total interest earning assets			2,167,919				27,169				5.01				1,983,600				23,581				4.75
Non-interest earning assets (d)			47,309												55,485
Total assets			2,215,228												2,039,085
LIABILITIES &
STOCKHOLDERS' EQUITY
Interest bearing liabilities:
Demand deposits			537,518				3,404				2.51				507,942				3,742				2.92
Savings deposits			285,973				71				0.10				280,915				70				0.10
Time deposits			444,414				4,173				3.73				374,017				4,205				4.46
Borrowed funds			171,519				1,842				4.26				129,293				1,319				4.05
Total interest bearing liabilities			1,439,424				9,490				2.62				1,292,167				9,336				2.87
Non-interest bearing liabilities:
Demand deposits			620,461												603,768
Other			13,903												12,707
Total liabilities			2,073,788												1,908,642
Stockholders' equity			141,440												130,443
Total liabilities & stockholders' equity			2,215,228												2,039,085
Net interest income (FTE)							17,679												14,245
Net interest spread (b)											2.39												1.88
Effect of non-interest bearing deposits											0.88												1.01
Net yield on interest earning assets (c)											3.27												2.89

(a) Includes balances of nonaccrual loans and the recognition of any related interest income.  The quarter-to-date average balances include net deferred loan costs of $1,757 as of September 30, 2025, and $1,873 as of September 30, 2024.  Such fees and costs recognized through income and included in the interest amounts totaled ($105) in 2025, and ($29) in 2024.

(b) Net interest spread is the arithmetic difference between the yield on interest earning assets and the rate paid on interest bearing liabilities.

(c) Net yield, also referred to as net interest margin, is computed by dividing NII (FTE) by total interest earning assets.

(d) Securities recorded at amortized cost.  Unrealized holding gains and losses are included in non-interest earning assets.

COMPARATIVE AVERAGE BALANCE SHEETS AND NET INTEREST INCOME

(DOLLARS IN THOUSANDS)

		For the Nine Months Ended September 30,
		2025												2024
										(c)												(c)
		Average								Annualized				Average								Annualized
		Balance				Interest				Yield/Rate				Balance				Interest				Yield/Rate
		$				$				%				$				$				%
ASSETS
Interest earning assets:
Federal funds sold and interest on deposits at other banks			44,548				867				2.60				47,198				1,759				4.98
Securities available for sale:
Taxable			507,291				15,605				4.10				354,451				9,192				3.46
Tax-exempt			140,622				2,032				1.93				151,209				2,207				1.95
Total securities (d)			647,913				17,637				3.63				505,660				11,399				3.01
Loans (a)			1,456,558				60,169				5.51				1,384,562				54,097				5.21
Regulatory stock			10,881				674				8.26				9,740				530				7.26
Total interest earning assets			2,159,900				79,347				4.90				1,947,160				67,785				4.64
Non-interest earning assets (d)			44,154												53,650
Total assets			2,204,054												2,000,810
LIABILITIES &
STOCKHOLDERS' EQUITY
Interest bearing liabilities:
Demand deposits			540,283				10,099				2.50				488,338				10,449				2.86
Savings deposits			285,834				213				0.10				291,186				217				0.10
Time deposits			432,646				12,366				3.82				352,646				11,287				4.28
Borrowed funds			176,262				5,602				4.25				134,091				4,017				4.01
Total interest bearing liabilities			1,435,025				28,280				2.64				1,266,261				25,970				2.74
Non-interest bearing liabilities:
Demand deposits			618,657												598,016
Other			13,371												12,635
Total liabilities			2,067,053												1,876,912
Stockholders' equity			137,001												123,898
Total liabilities & stockholders' equity			2,204,054												2,000,810
Net interest income (FTE)							51,067												41,815
Net interest spread (b)											2.26												1.90
Effect of non-interest bearing deposits											0.89												0.96
Net yield on interest earning assets (c)											3.15												2.86

(a) Includes balances of nonaccrual loans and the recognition of any related interest income.  The year-to-date average balances include net deferred loan costs of $1,773 as of September 30, 2025, and $2,047 as of September 30, 2024.  Such fees and costs recognized through income and included in the interest amounts totaled ($153) in 2025, and ($159) in 2024.

(b) Net interest spread is the arithmetic difference between the yield on interest earning assets and the rate paid on interest bearing liabilities.

(c) Net yield, also referred to as net interest margin, is computed by dividing net interest income (FTE) by total interest earning assets.

(d) Securities recorded at amortized cost.  Unrealized holding gains and losses are included in non-interest earning assets.

The Corporation’s average balances on securities increased by $122.6 million, or 23.7%, for the three months ended September 30, 2025, and $142.3 million, or 28.1%, for the nine months ended September 30, 2025, compared to the same periods in 2024. This increase was related to a strategic decision to add investments during the last six months of 2024 in order to generate higher earnings with no overhead costs while offsetting interest rate risk with off-balance sheet derivative products. The tax equivalent yield on investments increased by 71 basis points for the quarter-to-date period and 62 basis points for the year-to-date period when comparing both years. Interest income on securities increased by $2,057,000, or 53.2%, and $6,238,000, or 54.7%, for the three and nine months ended September 30, 2025, compared to the same periods in the prior year.

Average balances on loans increased by $79.2 million, or 5.7%, for the three months ended September 30, 2025, and $72.0 million, or 5.2%, for the nine months ended September 30, 2025, compared to the same periods in the prior year. Loan yields increased by 26 basis points for the quarter, and 30 basis points for the year-to-date period and loan interest income increased by $2,037,000, or 10.9%, and $6,073,000, or 11.2%, for both time frames due to the increase in loan balances and higher yields.

The average balance of interest-bearing deposit accounts increased by $105.0 million, or 9.0%, and $126.6 million, or 11.2%, for the three and nine months ended September 30, 2025, compared to the same periods in the prior year. The average balance of interest-bearing demand deposits increased by $29.6 million, or 5.8%, and $51.9 million, or 10.6%, for the three and nine months ended September 30, 2025, compared to the same periods in the prior year. The average balance of savings accounts increased by $5.1 million, or 1.8%, and decreased by $5.4 million, or 1.8%, for the three and nine months ended September 30, 2025. Time deposit balances increased by $70.4 million, or 18.8%, and $80.0 million, or 22.7%, for the three and nine months ended September 30, 2025, compared to the same periods in the prior year driven by the movement of funds into higher-yielding accounts discussed above. In addition, the Corporation had more brokered time deposits at September 30, 2025, compared to September 30, 2024, as this was the primary source of funding to grow investments as part of a derivative strategy. Brokered time deposits increased by $51.1 million, or 111.3%, during this year-to-date timeframe. The interest rate paid on all interest-bearing deposits decreased from the prior year with the rate on interest-bearing demand deposits decreasing 36 basis points, the rate on savings accounts remaining the same, and the rate on time deposits decreasing 46 basis points for the year-to-date period. The combination of these changes resulted in a decrease in interest expense on deposits of $369,000, for the three months ended September 30, 2025, and an increase of $725,000, for the nine months ended September 30, 2025, compared to the same periods in 2024.

The Corporation’s average balance on borrowed funds increased by $42.2 million, or 32.7%, for the three months ended September 30, 2025, and $42.2 million, or 31.4%, for the nine months ended September 30, 2025, compared to the same periods in 2024. The Corporation’s borrowed funds consist of FHLB advances as well as subordinated debt issued in December of 2020 and July of 2022 which was used to support capital growth for the Bank. The rate paid on borrowed funds increased by 21 and 24 basis points for the three and nine months ended September 30, 2025, compared to the same periods in the prior year.

For the three months ended September 30, 2025, the net interest spread increased by 51 basis points to 2.39%, compared to 1.88% for the three months ended September 30, 2024. For the nine months ended September 30, 2025, the net interest spread increased by 36 basis points to 2.26%, compared to 1.90% for the nine months ended September 30, 2024. The effect of non-interest bearing funds decreased to 88 basis points for the three months ended September 30, 2025, from 101 basis points for the three months ended September 30, 2024, and decreased to 89 basis points from 96 basis points for the nine months ended September 30, 2025, compared to the same periods in 2024. The effect of non-interest bearing funds refers to the benefit gained from deposits on which the Corporation does not pay interest. As rates go higher, the benefit of non-interest bearing deposits increases because there is more difference between non-interest bearing funds and interest bearing liabilities. The Corporation’s NIM for the third quarter of 2025 was 3.27%, compared to 2.89% for the third quarter of 2024. For the year-to-date period, the Corporation’s NIM was 3.15%, compared to 2.86% for the same period in 2024.

The Asset Liability Committee (ALCO) carefully monitors the NIM because it indicates trends in NII, the Corporation’s largest source of revenue. For more information on the plans and strategies in place to protect the NIM and moderate the impact of changes in rates, refer to Item 7A: Quantitative and Qualitative Disclosures about Market Risk.

Provision for (Release of) Credit Losses

The provision for (release of) credit losses includes a provision for losses on loans, available-for-sale debt securities, and unfunded loan commitments. The provision provides for losses inherent in the financial assets as determined by a quarterly analysis and calculation of various factors related to the financial assets. The amount of the provision reflects the adjustment management determines necessary to ensure the Allowance for Credit Losses (ACL) is adequate to cover any losses inherent in the financial assets. The Corporation recorded a provision expense of $591,000 for credit losses related to loans, a provision expense of $41,000 for unfunded commitments, and $0 related to available-for-sale securities for the first nine months of 2025, compared to a release of provision expense of $400,000 related to loans, and provision expense of $46,000 for unfunded commitments, and $0 related to available-for-sale securities for the nine months ended September 30, 2024. As of September 30, 2025, the allowance as a percentage of total loans was 1.12%, compared to 1.05% at September 30, 2024. More detail is provided under Allowance for Credit Losses in the Financial Condition section that follows.

Other Income

Other income for the third quarter of 2025 was $4,964,000, an increase of $425,000, or 9.4%, compared to the $4,539,000 earned during the third quarter of 2024. Other income for the year-to-date period was $13,253,000, a decrease of $33,000, or 0.2% from the year-to-date period in 2024. The following tables detail the categories that comprise other income.

OTHER INCOME

(DOLLARS IN THOUSANDS)

		Three Months Ended September 30,
		2025				2024				Increase (Decrease)
		$				$				$				%
Trust and investment services			826				794				32				4.0
Service fees			1,598				1,532				66				4.3
Commissions			1,036				1,039				(3	)			(0.3	)
Net gains on debt and equity securities			63				211				(148	)			(70.1	)
Gains on sale of mortgages			506				369				137				37.1
Earnings on bank owned life insurance			294				279				15				5.4
Other miscellaneous income			641				315				326				103.5
Total other income			4,964				4,539				425				9.4

OTHER INCOME

(DOLLARS IN THOUSANDS)

		Nine Months Ended September 30,								Increase (Decrease)
		2025				2024
		$				$				$				%
Trust and investment services			2,477				2,604				(127	)			(4.9	)
Service fees			4,302				4,331				(29	)			(0.7	)
Commissions			3,062				3,061				1				0.0
Net losses on debt and equity securities			(222	)			(17	)			(205	)			1205.9
Gains on sale of mortgages			1,336				1,391				(55	)			(4.0	)
Earnings on bank owned life insurance			847				979				(132	)			(13.5	)
Other miscellaneous income			1,451				937				514				54.9
Total other income			13,253				13,286				(33	)			(0.2	)

Trust and investment services income increased by $32,000, or 4.0%, for the quarter but decreased $127,000, or 4.9% year-to-date as a result of the gain on sale of a limited number of trust assets sold in 2024. Service fees and commissions remained relatively flat from the prior year. The Corporation incurred $63,000 of net gains on debt and equity securities in the third quarter of 2025 compared to $211,000 in the third quarter of 2024. For the year-to-date period, the Corporation incurred $222,000 of losses on debt and equity securities compared to losses of $17,000 for the year-to-date period in 2024, as a result of strategic sales of debt securities to fund higher yielding loan growth. Mortgage gains increased by $137,000, or 37.1%, and decreased by $55,000, or 4.0%, for the three and nine months ended September 30, 2025, compared to the same periods in the prior year. The quarterly increase was due to increased volume of loans sales. This year-to-date decrease was primarily a result of compressed margins and the Corporation selling the permanent financing for construction loans with points that were recorded as income in the prior year. Earnings on bank owned life insurance were higher by $15,000, or 5.4%, and lower by $132,000, or 13.5%, for the three and nine months ended September 30, 2025, compared to the same period in the prior year. This year-to-date decrease was due to a death benefit received in 2024. Other miscellaneous income increased by $326,000, or 103.5%, and $514,000, or 54.9%, for the three and nine months ended September 30, 2025, compared to the prior year as a result of sales tax refunds received in 2025.

Operating Expenses

Operating expenses for the third quarter of 2025 were $15,181,000, an increase of $1,057,000, or 7.5%, compared to the $14,124,000 for the third quarter of 2024. For the year-to-date period ended September 30, 2025, operating expenses totaled $43,562,000, an increase of $2,476,000, or 6.0%, compared to the same period in 2024. The following tables detail the categories that comprise operating expenses.

OPERATING EXPENSES

(DOLLARS IN THOUSANDS)

		Three Months Ended September 30,
		2025				2024				Increase (Decrease)
		$				$				$				%
Salaries and employee benefits			8,955				8,644				311				3.6
Occupancy expenses			908				830				78				9.4
Equipment expenses			420				311				109				35.0
Advertising & marketing expenses			267				371				(104	)			(28.0	)
Computer software & data processing expenses			1,739				1,550				189				12.2
Bank shares tax			412				317				95				30.0
Professional services			912				831				81				9.7
Other operating expenses			1,568				1,270				298				23.5
Total Operating Expenses			15,181				14,124				1,057				7.5

OPERATING EXPENSES

(DOLLARS IN THOUSANDS)

		Nine Months Ended September 30,
		2025				2024				Increase (Decrease)
		$				$				$				%
Salaries and employee benefits			25,592				25,318				274				1.1
Occupancy expenses			2,690				2,493				197				7.9
Equipment expenses			1,131				964				167				17.3
Advertising & marketing expenses			1,009				816				193				23.7
Computer software & data processing expenses			5,339				4,718				621				13.2
Bank shares tax			1,155				1,032				123				11.9
Professional services			2,566				2,395				171				7.1
Other operating expenses			4,080				3,350				730				21.8
Total Operating Expenses			43,562				41,086				2,476				6.0

Salaries and employee benefits are the largest category of operating expenses. For the third quarter of 2025, salaries and benefits increased $311,000, or 3.6%, and for the nine months ended September 30, 2025, salaries and benefits increased $274,000, or 1.1%, compared to the same periods in 2024. Occupancy and equipment costs were higher by a combined total of $187,000, or 16.4%, and $364,000, or 10.5%, for the three and nine months ended September 30, 2025, compared to the prior year as result of costs associated with new lease expense and costs associated with a new branch and work on future construction projects. Advertising and marketing expenses were lower by $104,000, or 28.0%, and higher by $193,000, or 23.7%, for the three and nine months ended September 30, 2025, compared to the prior year. The year-to-date increase was primarily related to advertising and media production costs as the Corporation continues to pursue marketing opportunities in the communities it serves. Computer software and data processing expenses increased by $189,000, or 12.2%, and $621,000, or 13.2%, for the three and nine months ended September 30, 2025, compared to the same periods in the previous year as a result of higher costs associated with the new core system as well as other technology initiatives. Shares tax expense is based on the Corporation’s level of shareholders’ equity and has increased commensurately from 2024 to 2025. Professional services costs increased by $81,000, or 9.7%, and $171,000, or 7.1%, for the quarter and year-to-date periods. The increase is primarily related to higher legal fees as well as increased costs for other outside services. Other operating expenses increased by $298,000, or 23.5%, and $730,000, or 21.8%, for the three and nine months ended September 30, 2025, compared to the same periods in the prior year due largely to higher FDIC insurance costs, checking account charge-off costs, an increased level of fraud-related charge-offs, and costs related to the Corporation’s previously-announced acquisition of Cecil Bank.

Income Taxes

Federal income tax expense was $1,419,000 for the third quarter of 2025 compared to $752,000 for the same period in 2024. For the nine months ended September 30, 2025, the Corporation recorded Federal income tax expense of $3,781,000, compared to $2,499,000 for the nine months ended September 30, 2024. The effective tax rate for the Corporation was 19.1% for the nine months ended September 30, 2025, and 17.7% for the nine months ended September 30, 2024. Certain items of income are not subject to Federal income tax, such as tax-exempt interest income on loans and securities, and Bank Owned Life Insurance (BOLI) income; therefore, the effective income tax rate for the Corporation is lower than the stated tax rate.

Financial Condition

Investment Securities

The Corporation classifies all of its debt securities as available for sale and reports the portfolio at fair value. As of September 30, 2025, the Corporation had $590.4 million of debt securities available for sale, which accounted for 26.6% of assets, compared to 27.8% as of December 31, 2024, and 24.7% as of September 30, 2024. Based on ending balances, the debt securities portfolio increased 14.0% from September 30, 2024, and decreased 4.2% from December 31, 2024.

The debt securities portfolio was showing a net unrealized loss of $32,729,000 as of September 30, 2025, compared to $47,248,000 as of December 31, 2024, and $33,332,000 as of September 30, 2024. The valuation of the Corporation’s debt securities portfolio is impacted by both the U.S. Treasury rates and the perceived forward direction of interest rates.

Each quarter, management sets portfolio allocation guidelines and adjusts the security portfolio strategy generally based on the following factors:

●

ALCO positions as to liquidity, credit risk, interest rate risk, and fair value risk

●

Growth of the loan portfolio

●

Slope of the U.S. Treasury curve

●

Relative performance of the various instruments, including spread to U.S. Treasuries

●

Duration and average length of the portfolio

●

Volatility of the portfolio

●

Direction of interest rates

●

Economic factors impacting debt securities

The investment policy of the Corporation establishes guidelines to promote diversification within the portfolio. The diversity specifications provide opportunities to shorten or lengthen duration, maximize yield, and mitigate credit risk.

The Corporation’s U.S. Treasury and U.S. government agency sectors decreased $6.8 million during the first nine months of 2025 due to the maturity of bonds. These sectors represent safe credits, but generally carry a lower yield due to the investments made in 2020 and 2021 when rates were lower.

The Corporation’s U.S. agency mortgage-backed securities (MBS) and collateralized mortgage obligations (CMO) have remained stable since December 31, 2024. MBS and CMOs both consist of mortgage instruments that pay monthly interest and principal, however the behavior of the two types vary according to the structure of the mortgage pool or CMO instrument. Management desires to maintain some amount of MBS and CMOs in order to assist in adding to and maintaining a stable five-year ladder of cash flows, which is important in providing stable liquidity and interest rate risk positions. U.S. agency MBS and CMO securities pay contractual monthly principal and interest, but are also subject to additional prepayment of principal. The combined effect of all of these instruments paying monthly principal and interest provides the Corporation with a reasonably stable base cash flow. Cash flows coming off of MBS and CMOs do slow down and speed up as interest rates increase or decrease, which has an impact on the portfolio’s length and yield.

The portfolio of non-agency MBS and CMO securities stood at $148.3 million as of September 30, 2025, or 24.7% of the total portfolio. This sector better structures the portfolio to achieve higher yields and shortens the duration while also protecting in a rates-up environment. The non-agency portfolio stood at $145.2 million at December 31, 2024.

The Corporation’s asset-backed securities declined slightly by $2.5 million, or 4.4%, from December 31, 2024, to September 30, 2025. Most of the bonds in this sector generate regular monthly principal payments which caused the value to decline. These bonds are primarily floating rate instruments, so in the current rate environment, they have added to the overall yield increase for the portfolio.

As of September 30, 2025, the fair value of the Corporation’s corporate bonds decreased by $7.3 million, or 13.8%, from balances at December 31, 2024. This decrease was due to two bonds maturing and several bonds being sold during the first nine months of 2025. Like any security, corporate bonds have both positive and negative qualities and management must evaluate these securities on a risk versus reward basis. Corporate bonds add diversity to the portfolio and provide strong yields for short maturities; however, by their very nature, corporate bonds carry a high level of credit risk should the entity experience financial difficulties. As a result of the higher level of credit risk taken by purchasing a corporate bond, management has in place procedures to closely analyze the financial health of the company. Financial analysis is conducted prior to every corporate bond purchase with ongoing monitoring performed on all securities held.

Obligations of states and political subdivisions, or municipal bonds, consist of both tax-free and taxable securities. They carry the longest duration on average of any instrument in the securities portfolio. Municipal tax-equivalent yields generally start above other taxable bonds. These instruments also experience significant fair market value gains and losses when interest rates decrease and increase. Municipal securities were purchased throughout 2020 and 2021 due to the levels of excess liquidity experienced due to deposit inflows. The balance of municipal bonds decreased by $8.2 million, or 4.6%, in the first nine months of 2025, primarily due to the sale of a number of these bonds. Municipal bonds represented 28.4% of the securities portfolio as of September 30, 2025 and 28.5% as of December 31, 2024.

Loans

Net loans outstanding increased by 3.9%, to $1.5 billion at September 30, 2025, an annualized rate of 5.1%, from $1.4 billion at December 31, 2024. The following table shows the composition of the loan portfolio as of September 30, 2025 and December 31, 2024.

LOANS BY MAJOR CATEGORY

(DOLLARS IN THOUSANDS)

		September 30,								December 31,
		2025								2024
		$				%				$				%
Agriculture			299,493				20.2				289,284				20.3
Business Loans			367,521				24.8				360,805				25.3
Consumer			5,983				0.4				6,603				0.5
Home Equity			139,673				9.4				118,329				8.3
Non-Owner Occupied CRE			171,386				11.6				136,298				9.6
Residential Real Estate (a)			496,123				33.6				514,120				36.0
Total loans			1,480,179				100				1,425,439				100
Less:
Deferred loan costs, net			2,096								1,830
Allowance for credit losses			(16,637	)							(16,122	)
Total net loans			1,465,638								1,411,147

(a) Residential real estate loans do not include mortgage loans serviced for others which totaled $368,100 as of September 30, 2025 and $342,640 as of December 31, 2024.

There was moderate growth in the loan portfolio since December 31, 2024. Agriculture loans, business loans, home equity loans, and non-owner occupied CRE loans grew since December 31, 2024, while the other categories of loans decreased minimally.

The agriculture loan segment increased $10,209,000, or 3.5%, the business loan segment increased $6,716,000, or 1.9%, the consumer loan segment decreased $620,000, or 9.4%, the home equity segment increased $21,344,000, or 18.0%, the non-owner occupied CRE segment increased $35,088,000, or 25.7%, and the residential real estate segment decreased $17,997,000, or 3.5% from balances at December 31, 2024. The agriculture segment is concentrated primarily in loans to dairy operators, poultry operators, and crop farmers.  Business loans are fairly diverse with small concentrations in lessors of residential buildings and dwellings and lessors of non-residential buildings.  These concentrations are less than 10% of the total business loan portfolio.

In the first nine months of 2025, mortgage production decreased 41.4% compared to the first nine months of 2024.  Purchase money origination constituted 94.1% of the Corporation’s mortgage originations for the nine months ended September 30, 2025.  The held-for-investment production is 52.9% of total originations with construction-only and construction-permanent loans making up 53.2% of the total held-for-investment production.  As of September 30, 2025, adjustable-rate mortgage balances were $331.2 million, representing 66.6% of the 1-4 family residential loan portfolio of the Corporation.

Non-Performing Assets

Non-performing assets include:

●

Nonaccrual loans

●

Loans past due 90 days or more and still accruing

●

Other real estate owned

NON-PERFORMING ASSETS

(DOLLARS IN THOUSANDS)

		September 30,				December 31,				September 30,
		2025				2024				2024
		$				$				$
Nonaccrual loans			9,857				11,887				9,862
Loans past due 90 days or more and still accruing			—				—				—
Total non-performing loans			9,857				11,887				9,862
Other real estate owned			—				—				—
Total non-performing assets			9,857				11,887				9,862
Non-performing assets to net loans			0.67%				0.83%				0.71%

The total balance of non-performing loans did not change materially since September 30, 2024, and decreased $2,030,000, or 17.1%, from balances at December 31, 2024.

The decrease from December 31, 2024 was net of paydowns and payoffs of various unrelated relationships offsetting the addition of a number of unrelated relationships experiencing payment defaults including four agricultural mortgage loans totaling $2.1 million and four residential mortgage loans totaling $614,000. To further offset the additions, one $1.1 million residential mortgage relationship that was nonaccrual at December 31, 2024 subsequently became other real estate owned during April 2025 and was later sold in July 2025.

No loans were past due 90 days and still accruing at September 30, 2025, December 31, 2024 or September 30, 2024.

There was no other real estate owned (OREO) property as of September 30, 2025, December 31, 2024, or September 30, 2024.

Allowance for Credit Losses

The allowance for credit losses (ACL) is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on total loans. Management reviews the adequacy of the ACL on a quarterly basis.  The ACL represents management’s estimate of lifetime credit losses inherent in loans as of the balance sheet date. The ACL is estimated by management using relevant available information, from both internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The Corporation measures expected credit losses for loans on a pooled basis when similar risk characteristics exist.  Additionally, the ACL calculation includes subjective adjustments for qualitative risk factors that are likely to cause estimated credit losses to differ from historical experience. These qualitative adjustments may increase or reduce reserve levels and include adjustments for lending policies and procedures, loan portfolio trends, lending management experience, asset quality, loan review, underlying collateral, and credit concentrations. Loans that do not share risk characteristics are evaluated on an individual basis. When management determines that foreclosure is probable and the borrower is experiencing financial difficulty, the expected credit losses are based on the fair value of collateral at the reporting date adjusted for selling costs as appropriate. Based on the quarterly calculation, management will adjust the ACL through the provision for credit losses as necessary.

Strong and disciplined credit and collateral policies and practices have been instrumental in producing a favorable history of credit losses for the Corporation. The Net Charge-Off table below shows the net charge-offs for each segment of the Corporation’s loan portfolio as of September 30, 2025 and September 30, 2024.

Net Charge-Offs

(DOLLARS IN THOUSANDS)

		September 30,				September 30,
		2025				2024
		$				$
Loans charged-off:
Agriculture			—				—
Business Loans			—				—
Consumer Loans			45				55
Home Equity			3				—
Non-Owner Occupied CRE			—				—
Residential Real Estate			84				—
Total loans charged-off			132				55
Recoveries of loans previously charged-off
Agriculture			25				—
Business Loans			5				5
Consumer Loans			26				16
Home Equity			—				—
Non-Owner Occupied CRE			—				—
Residential Real Estate			—				—
Total recoveries			56				21
Net charge-offs (recoveries)
Agriculture			(25	)			—
Business Loans			(5	)			(5	)
Consumer Loans			19				39
Home Equity			3				—
Non-Owner Occupied CRE			—				—
Residential Real Estate			84				—
Total net charge-offs			76				34

The Corporation has historically experienced very low net charge-off percentages due to disciplined credit practices. As of September 30, 2025, there were $132,000 in charge-offs and $56,000 of recoveries, representing a net charge-off position of $76,000 as shown above. As of September 30, 2024, there were $55,000 in charge-offs and $21,000 in recoveries, representing a net charge-off position of $34,000.

Management regularly reviews the overall risk profile of the loan portfolio and the impact that current economic trends have on the Corporation’s loans. The financial industry typically evaluates the quality of loans on a scale with “unclassified” representing healthy loans, “special mention” being the first indication of credit concern, and several successive classified ratings indicating further credit declines of “substandard,” “doubtful,” and, ultimately, “loss.”

The Corporation’s level of classified loans was $34.9 million on September 30, 2025, compared to $23.4 million on December 31, 2024. Total classified loans have increased from the prior year due to the downgrading of a number of unrelated agriculture and business relationships. Having more loans in a classified status could result in a larger allowance as higher amounts of projected historical losses and qualitative factors are attached to these loans.

Deposits

The Corporation’s total ending deposits at September 30, 2025, decreased by $5.7 million, or 0.3%, from December 31, 2024, and increased by $69.3 million, or 3.8%, from September 30, 2024. Customer deposits are the Corporation’s primary source of funding for loans and securities. The mix of the Corporation’s deposit categories has changed since September 30, 2024, with increases across all categories of deposits. Since September 30, 2024, there has been a $24.2 million, or 4.0% increase in non-interest bearing demand deposit accounts, a $12.9 million, or 3.6% increase in interest bearing demand balances, a $0.5 million, or 0.3% increase in money market account balances, a $8.0 million, or 2.9% increase in savings account balances, and a $23.7 million, or 5.6% increase in time deposit balances. The increase in time deposit balances was a result of the increased rate environment and offering promotional rates on specific time deposit terms. Time deposits are typically a more rate-sensitive product, making them a source of funding that is prone to balance variations depending on the interest rate environment and how the Corporation’s time deposit rates compare with the local market rates. Time deposits fluctuate as consumers search for the best rates in the market, with less allegiance to any particular financial institution.

As of September 30, 2025 and 2024, the total uninsured deposits of the Corporation were approximately $224.4 million and $205.0 million, respectively or 11.9% and 11.3%, of total deposits. Total uninsured deposits is calculated based on regulatory reporting requirements and reflects the portion of any deposit of a customer at an insured depository institution that exceeds the applicable FDIC insurance coverage for that depositor at that institution and amounts in any other uninsured investment or deposit accounts that are classified as deposits and not subject to any federal or state deposit insurance regime.

The Deposits by Major Classification table, shown below, provides the balances of each category for September 30, 2025, December 31, 2024, and September 30, 2024.

DEPOSITS BY MAJOR CLASSIFICATION

(DOLLARS IN THOUSANDS)

		September 30,				December 31,				September 30,
		2025				2024				2024
		$				$				$
Non-interest bearing demand			623,270				631,711				599,025
Interest bearing demand			375,477				384,236				362,573
Money market deposit accounts			157,048				162,514				156,541
Savings accounts			284,230				280,526				276,212
Time deposits			444,724				431,456				421,064
Total deposits			1,884,749				1,890,443				1,815,415

The growth and mix of deposits is often driven by several factors including:

●

Convenience and service provided

●

Current rates paid on deposits relative to competitor rates

●

Level of and perceived direction of interest rates

●

Financial condition and perceived safety of the institution

●

Possible risks associated with other investment opportunities

●

Level of fees on deposit products

Borrowings

Total borrowings were $170.7 million, $183.5 million, and $127.5 million as of September 30, 2025, December 31, 2024, and September 30, 2024, respectively. Short-term borrowings with the Federal Home Loan Bank (FHLB) were $60.0 million as of September 30, 2025 and December 31, 2024. There were no short-term borrowings as of September 30, 2024. Short-term funds are used for immediate liquidity needs and are not typically part of an ongoing liquidity or interest rate risk strategy; therefore, they fluctuate more rapidly. When short-term funds are used, they are purchased through correspondent and member bank relationships as overnight borrowings or through the FHLB for terms less than one year.

Total long-term borrowings, borrowings initiated for terms longer than one year, were $70.8 million as of September 30, 2025, $83.8 million as of December 31, 2024, and $87.8 million as of September 30, 2024, respectively. The long-term borrowings for the Corporation were made up entirely of FHLB long-term advances. FHLB advances are used as a secondary source of funding and to mitigate interest rate risk. These long-term funding instruments are typically a more effective funding instrument in terms of selecting the exact amount, rate, and term of funding rather than trying to source the same through deposits. In this manner, management can efficiently meet known liquidity and interest rate risk needs. The Corporation continues to be within the FHLB maximum borrowing capacity (MBC), which is currently $721.3 million. The Corporation’s internal policy limits are far more restrictive than the FHLB MBC, which is calculated and set quarterly by FHLB.

In addition to the long-term advances funded through the FHLB, o n December 30, 2020, the Corporation completed the sale of a subordinated debt note offering. The Corporation sold $20.0 million of subordinated debt notes with a maturity date of December 30, 2030. These notes are non-callable for 5 years and carry a fixed interest rate of 4% per year for 5 years and then convert to a floating rate for the remainder of the term. The notes can be redeemed at par beginning 5 years prior to maturity. The notes are structured to qualify as Tier 2 capital for the Corporation and any funds it invests in the Bank qualify as Tier 1 capital at the Bank. As of September 30, 2025, $16.0 million of funds were invested in the Bank. The Corporation paid an issuance fee of 2% of the total issue that will be amortized to the call date on a pro-rata basis.

On July 22, 2022, the Corporation completed the sale of an additional subordinated debt note offering.  The Corporation sold $20.0 million of subordinated debt notes with a maturity date of September 30, 2032.  These notes are all non-callable for 5 years and carry a fixed interest rate of 5.75% per year for the 5 years and then convert to a floating rate for the remainder of the term.  The notes can be redeemed at par beginning 5 years prior to maturity.  The notes are structured to qualify as Tier 2 capital for the Corporation and any funds it invests in the Bank qualify as Tier 1 capital at the Bank.  As of September 30, 2025, $17.0 million of funds were invested in the Bank. The Corporation paid an issuance fee of 2% of the total issue that will be amortized to the call date on a pro-rata basis.

Stockholders’ Equity

Federal regulatory authorities require banks to meet minimum capital levels. The Corporation, as well as the Bank, as the solely owned subsidiary of the Corporation, maintains capital ratios well above those minimum levels. The risk-weighted capital ratios are calculated by dividing capital by total risk-weighted assets. Regulatory guidelines determine the risk-weighted assets by assigning assets to specific risk-weighted categories. The calculation of tier I capital to risk-weighted average assets does not include an add-back to capital for the amount of the allowance for credit losses, thereby making this ratio lower than the total capital to risk-weighted assets ratio.

The consolidated asset limit on small bank holding companies is $3 billion and a company with assets under that limit is not subject to the consolidated capital rules but may disclose capital amounts and ratios. The Corporation has elected to disclose those amounts and ratios.

The following tables reflect the capital ratios for the Corporation and Bank compared to the regulatory capital requirements.

REGULATORY CAPITAL RATIOS:

						Regulatory Requirements
						Adequately				Well
As of September 30, 2025		Capital Ratios				Capitalized				Capitalized
Total Capital to Risk-Weighted Assets
Consolidated			15.1%				N/A				N/A
Bank			14.9%				8.0%				10.0%
Tier 1 Capital to Risk-Weighted Assets
Consolidated			11.4%				N/A				N/A
Bank			13.8%				6.0%				8.0%
Common Equity Tier 1 Capital to Risk-Weighted Assets
Consolidated			11.4%				N/A				N/A
Bank			13.8%				4.5%				6.5%
Tier 1 Capital to Average Assets
Consolidated			7.9%				N/A				N/A
Bank			9.5%				4.0%				5.0%
As of December 31, 2024
Total Capital to Risk-Weighted Assets
Consolidated			14.6%				N/A				N/A
Bank			14.4%				8.0%				10.0%
Tier I Capital to Risk-Weighted Assets
Consolidated			10.9%				N/A				N/A
Bank			13.2%				6.0%				8.0%
Common Equity Tier I Capital to Risk-Weighted Assets
Consolidated			10.9%				N/A				N/A
Bank			13.2%				4.5%				6.5%
Tier I Capital to Average Assets
Consolidated			7.5%				N/A				N/A
Bank			9.1%				4.0%				5.0%
As of September 30, 2024
Total Capital to Risk-Weighted Assets
Consolidated			14.7%				N/A				N/A
Bank			14.4%				8.0%				10.0%
Tier 1 Capital to Risk-Weighted Assets
Consolidated			14.7%				N/A				N/A
Bank			13.3%				6.0%				8.0%
Common Equity Tier 1 Capital to Risk-Weighted Assets
Consolidated			10.9%				N/A				N/A
Bank			13.3%				4.5%				6.5%
Tier 1 Capital to Average Assets
Consolidated			7.8%				N/A				N/A
Bank			9.5%				4.0%				5.0%

As of September 30, 2025, the Bank’s Tier 1 Leverage Ratio stood at 9.5% while the Corporation’s Tier 1 Leverage Ratio was 7.9%. Tier 1 Capital at the Corporation level was not impacted by the subordinated debt issuance since subordinated debt only qualifies as Tier 2 Capital at the corporate level. As such, in terms of the Corporation’s regulatory capital ratios, only the Total Capital to Risk-Weighted Assets ratio was enhanced as a result of the $40 million subordinated debt issuance. Most of the marked improvement in capital ratios occurred at the Bank level.

Off-Balance Sheet Arrangements

In the normal course of business, the Corporation typically has off-balance sheet arrangements related to loan funding commitments. These arrangements may impact the Corporation’s financial condition and liquidity if they were to be exercised within a short period of time. As discussed in the following liquidity section, the Corporation has in place sufficient liquidity alternatives to meet these obligations. The following table presents information on the commitments by the Corporation as of September 30, 2025.

OFF-BALANCE SHEET ARRANGEMENTS

(DOLLARS IN THOUSANDS)

		September 30,
		2025
		$
Commitments to extend credit:
Revolving home equity			277,209
1-4 family residential construction loans			10,532
Commercial real estate, other construction and land development loans			43,968
Commercial and industrial loans			103,034
Other			138,390
Standby letters of credit			18,704
Total			591,837

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a financial institution, the Corporation is subject to three primary risks:

●

Credit risk

●

Liquidity risk

●

Interest rate risk

The Board of Directors has established an Asset Liability Management Committee (ALCO) to measure, monitor, and manage these primary market risks. The Asset Liability Policy has instituted guidelines for all of these primary risks, as well as other financial performance measurements with target ranges. The Asset Liability goals and guidelines are consistent with the Strategic Plan goals related to financial performance.

Credit Risk

For discussion on credit risk refer to the sections in Item 2. Management’s Discussion and Analysis, on securities, non-performing assets, and allowance for credit losses.

Liquidity Risk

Liquidity refers to having an adequate supply of cash available to meet business needs. Financial institutions must ensure that there is adequate liquidity to meet a variety of funding needs, at a minimal cost. Funding new loans and covering deposit withdrawals are the primary liquidity needs of the Corporation. The Corporation uses a variety of funding sources to meet liquidity needs, such as deposits, loan repayments, cash flows from securities, borrowings, and current earnings.

As noted in the discussion on deposits, customers have historically provided the Corporation with a reliable and steadily increasing source of funds liquidity. The Corporation also has in place relationships with other banking institutions for the purpose of buying and selling Federal funds. The lines of credit with these institutions provide immediate sources of additional liquidity. The Corporation currently has unsecured lines of credit totaling $50 million. This does not include amounts available from member banks such as the Federal Reserve Discount Window or the FHLB of Pittsburgh.

The Corporation regularly reviews its liquidity position by measuring its projected net cash flows at a 30 and 90-day interval. The Corporation stresses the measurements by assuming a level of deposit out-flows that have not historically been realized. In addition to this forecast, other funding sources are reviewed as a method to provide emergency funding if necessary. The objective of this measurement is to identify the amount of cash that could be raised quickly without the need to liquidate assets. The Corporation also stresses its liquidity position utilizing different longer-term scenarios. The varying degrees of stress create pressure on deposit flows in its local market, reduce access to wholesale funding and limit access of funds available through brokered deposit channels. In addition to stressing cash flow, specific liquidity risk indicators are monitored to help identify risk areas. This analysis helps identify and quantify the potential cash surplus/deficit over a variety of time horizons to ensure the Corporation has adequate funding resources. Assumptions used for liquidity stress testing are subjective. Should an evolving liquidity situation or business cycle present new data, potential assumption changes will be considered. The Corporation believes it can meet all anticipated liquidity demands.

Historically, the Corporation has satisfied its liquidity needs from earnings, repayment of loans and amortizing investment securities, maturing investment securities, loan sales, deposit growth and its ability to access existing lines of credit. All investment securities are classified as available for sale; therefore, securities that are unencumbered can be used as collateral for borrowings and are an additional source of readily available liquidity.

The Corporation analyzes the following additional liquidity measurements in an effort to monitor and mitigate liquidity risk:

●

On-hand Liquidity/Total Liabilities – Net liquid assets as a percentage of total liabilities

●

Non-Core Funding Dependence – Non-core liabilities minus short-term investments as a percentage of long-term assets

●

Reliance on Wholesale Funding – Wholesale funding as a percentage of total funding

●

Net Short-term Liabilities/Total Assets – Short-term liabilities minus short-term assets as a percentage of total assets

●

Loan to Deposit Ratio – Total loans as a percentage of total deposits

●

Investment Securities to Assets Threshold – Total investment securities as a percentage of total assets

These measurements are designed to prevent undue reliance on outside sources of funding and to ensure a steady stream of liquidity is available should events occur that would cause a sudden decrease in deposits or large increase in loans or both, which would in turn draw significantly from the Corporation’s available liquidity sources. As of September 30, 2025, the Corporation was in the low-risk range for all of the above measurements except for two ratios that fell in the moderate-risk range: reliance on wholesale funding and the investment securities to assets ratio. Both of these ratios were impacted by the derivative strategy undertaken in 2024 to leverage the balance sheet through wholesale borrowings and investment securities with off-balance sheet interest rate swaps. While this placed the Corporation in the moderate-risk range for the ratios mentioned above, the strategy was analyzed extensively and the risk measured.

The Corporation’s liquidity measurements are tracked and reported quarterly by management to both observe trends and ensure the measurements stay within desired ranges. Management is confident that a sufficient amount of internal and external liquidity exists to provide for significant unanticipated liquidity needs.

Interest Rate Risk

Interest rate risk is measured using two analytical tools:

●

Changes in net interest income

●

Changes in net portfolio value

Financial modeling is used to forecast net interest income and earnings, as well as net portfolio value, also referred to as fair value. The modeling is generally conducted under nine different interest rate scenarios that can vary according to the present level of interest rates. The scenarios consist of a projection of net interest income if rates remain flat, increase 100, 200, 300, or 400 basis points, or decrease 100, 200, 300, or 400 basis points.

The results obtained through the use of forecasting models are based on a variety of factors. Both the net interest income and fair value forecasts make use of the maturity and repricing schedules to determine the changes to the balance sheet over the course of time. Additionally, there are many assumptions that factor into the results. These assumptions include, but are not limited to, the following:

●

Projected forward interest rates

●

Slope of the U.S. Treasury curve

●

Spreads available on securities over the U.S. Treasury curve

●

Prepayment speeds on loans held and mortgage-backed securities

●

Anticipated calls on securities with call options

●

Deposit and loan balance fluctuations

●

Competitive pressures affecting loan and deposit rates

●

Economic conditions

●

Consumer reaction to interest rate changes

As a result of the many assumptions, this information should not be relied upon to predict future results. Additionally, both of the analyses discussed below do not consider any action that management could take to minimize or offset the negative effect of changes in interest rates. These tools are used to assist management in identifying possible areas of risk in order to address them before a greater risk is posed. Back testing of the model is completed to compare actual results to projections to ensure the validity of the assumptions in the model. The back testing analyses indicate that the model assumptions are reliable.

Changes in Net Interest Income

The change in net interest income measures the amount of net interest income fluctuation that would be experienced over one year, assuming interest rates change immediately and remain the same for one year. This is considered to be a short-term view of interest rate risk. The analysis of changes in net interest income due to changes in interest rates is commonly referred to as interest rate sensitivity. The Corporation’s interest rate sensitivity analysis indicates that if interest rates were to change immediately, the Corporation would realize less net interest income in all down rate scenarios and an increase in net interest income in all up rate scenarios. This is due to the ability of the Corporation to immediately achieve higher interest earnings on interest-earning assets while having the ability to limit the amount of increase in interest-bearing liabilities based on the timing of deposit rate changes. This generally results in an increase in net interest income in the rising rate scenarios, but a decline in net interest income in the declining rate scenarios.

The third quarter 2025 analysis projects net interest income expected in the nine rate scenarios over a one-year time horizon. As of September 30, 2025, the Corporation was within guidelines for the maximum amount of net interest income change in all rate scenarios.

The assumptions and analysis of interest rate risk are based on historical experience during varied economic cycles. Management believes these assumptions to be appropriate; however, actual results could vary significantly. Management uses this analysis to identify trends in interest rate sensitivity and determine if action is necessary to mitigate asset liability risk.

Changes in Net Portfolio Value

The change in net portfolio value is considered a tool to measure long-term interest rate risk. The analysis measures the exposure of the balance sheet to valuation changes due to changes in interest rates. The calculation of net portfolio value discounts future cash flows to the present value based on current market rates. The change in net portfolio value estimates the gain or loss in value that would occur on market sensitive instruments given an interest rate increase or decrease in the same nine scenarios mentioned above. As of September 30, 2025, the Corporation was within guidelines for all rate scenarios except the down 300 and 400 basis point scenarios. The Corporation shows a favorable benefit to net portfolio value in the rising rate scenarios, due primarily to the large amount of core deposits on the Corporation’s balance sheet. The non-interest bearing demand deposit accounts and low-interest bearing checking, savings, and money market accounts provide more benefit to the Corporation when interest rates are higher and the difference between the overnight funding costs compared to the average interest bearing core deposit rates are greater. As interest rates increase, the discount rate used to value the Corporation’s interest bearing accounts increases, causing a lower net present value for these interest-bearing deposits. This improves the modeling of the Corporation’s fair value risk to higher interest rates as the liability amounts decrease causing a higher net portfolio value of the Corporation’s balance sheet. However, as interest rates decrease, the discount rate used to value the Corporation’s interest bearing accounts decreases, causing a higher net present value for these interest-bearing deposits.

The analysis shows a valuation loss in the down rate scenarios. Policy allows for a valuation decline of 30% for the down 300 and 35% for the down 400 basis point scenarios and actual projected results show a valuation decline of 40.8% and 59.8%, respectively. While this loss is outside of policy guidelines, it is unlikely that rates would move down immediately by 300 or 400 basis points. The Corporation will continue to monitor these measurements in the down-rate scenarios and adjust balance sheet structure as necessary to prepare for future potential lower rates.

The weakness with the net portfolio value analysis is that it assumes liquidation of the Corporation rather than as a going concern. For that reason, it is considered a secondary measurement of interest rate risk to “Changes in Net Interest Income” discussed above. However, the net portfolio value analysis is a more important tool to measure the impact of interest rate changes to capital. In the current regulatory climate, the focus is on ensuring adequate asset liability modeling is being done to project the impact of very large interest rate increases on capital. The asset liability modeling currently in place measures the impact of such a rate change on the valuation of the Corporation’s loans, securities, deposits, and borrowings, and the resulting impact to capital. Management continues to analyze additional scenario testing to model “worst case” scenarios to adequately plan for the possible severe impact of such events.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

Management carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer (Principal Executive Officer) and Treasurer (Principal Financial Officer), of the effectiveness of the design and the operation of the Corporation’s disclosure controls and procedures (as such term as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2025, pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer (Principal Executive Officer) along with the Treasurer (Principal Financial Officer) concluded that the Corporation’s disclosure controls and procedures as of September 30, 2025, are effective to ensure that information required to be disclosed in the reports that the company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

(b) Changes in Internal Controls.

There have been no changes in the Corporation’s internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

PART II – OTHER INFORMATION

September 30, 2025

Item 1. Legal Proceedings

Management is not aware of any litigation that would have a material adverse effect on the consolidated financial position or results of operations of the Corporation or its subsidiaries taken as a whole. There are no proceedings pending other than ordinary routine litigation incident to the business of the Corporation. In addition, no material proceedings are pending, are known to be threatened, or contemplated against the Corporation by governmental authorities.

Item 1A. Risk Factors

The Corporation continually monitors the risks related to the Corporation’s business, other events, the Corporation’s Common Stock, and the Corporation’s industry. Other than as noted below, there have been no material changes in risk factors applicable to the Corporation from those disclosed in "Risk Factors" in Item 1A of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024.

Changes to trade policies and tariffs can have an adverse impact on our business and our customers.

Changes in trade policies, including the imposition of tariffs or the escalation of a trade war, could negatively impact the economic conditions in the markets we serve. Our customers-particularly local businesses engaged in agriculture, manufacturing, and retail-may face higher costs for imported goods and materials, reduced export demand, and supply chain disruptions due to increased tariffs. These challenges could lead to lower revenues, reduced profitability, and potential layoffs, all of which may impair our customers' ability to meet their financial obligations. Furthermore, prolonged trade tensions and economic uncertainty could lead to market volatility, declining asset values, and weakened consumer confidence. If our customers experience financial stress, we could see an increase in loan delinquencies and credit losses, negatively affecting our asset quality and overall financial performance. Additionally, any decline in local economic activity could reduce loan demand, deposit growth, and fee income, which are critical to our long-term success. While we actively monitor economic and policy developments, we cannot predict the outcome of trade negotiations or the full impact of tariffs and trade restrictions on our business, customers, and the broader economy. Any adverse effects from tariffs or a trade war could materially and negatively impact our financial condition, results of operations, and future growth prospects.

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

Purchases

The following table details the Corporation’s purchase of its own common stock during the three months ended September 30, 2025.

Issuer Purchase of Equity Securities

Total Number of

Maximum Number

Total Number

Average

Shares Purchased

of Shares that May

of Shares

Price Paid

as Part of Publicly

Yet be Purchased

Period

Purchased

Per Share

Announced Plans *

Under the Plan *

July 2025

—

—

—

200,000

August 2025

—

—

—

200,000

September 2025

—

—

—

200,000

Total

—

* On October 16, 2024, the Board of Directors of the Corporation approved a plan to repurchase, in the open market and privately renegotiated transactions, up to 200,000 shares of its outstanding common stock. This plan replaces the 2020 plan. As of September 30, 2025, no shares had been purchased under this plan.

Item 3. Defaults Upon Senior Securities – Nothing to Report

Item 4. Mine Safety Disclosures – Not Applicable

Item 5. Other Information

During the three months ended September 30, 2025, no director or officer of the Corporation adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits:

Exhibit No.	Description
3(i)	Articles of Incorporation of the Registrant, as amended (Incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K  filed with the SEC on June 7, 2019)
3 (ii)	By-Laws of the Registrant, as amended. (Incorporated herein by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed with the SEC on July 21, 2021.)
10.1	Form of Deferred Income Agreement.  (Incorporated herein by reference to Exhibit 10.1 of the Corporation’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2008.)
10.2	2022 Employee Stock Purchase Plan (Incorporated herein by reference to Appendix A to the Corporation’s Definitive Proxy Statement filed with the SEC on April 4, 2022.)
10.3	2020 Non-Employee Directors’ Stock Plan.  (Incorporated herein by reference to Exhibit 99.1 of the Corporation’s Form S-8 filed with the SEC on June 3, 2020.)
10.4	Employment Agreement by and among ENB Financial Corp, The Ephrata National Bank and Jeffrey S. Stauffer dated as of October 28, 2022. (Incorporated herein by reference to Exhibit 10.2 of the Corporation's Form 8-K filed with the SEC on November 1, 2022.)
10.5	Employment Agreement by and among ENB Financial Corp, The Ephrata National Bank and Rachel G. Bitner dated as of October 28, 2022. (Incorporated herein by reference to Exhibit 10.4 of the Corporation's Form 8-K filed with the SEC on November 1, 2022.)
10.6	Employment Agreement by and among ENB Financial Corp, The Ephrata National Bank and Joselyn D. Strohm dated as of June 5, 2023. (Incorporated herein by reference to Exhibit 10.1 of the Corporation's Form 8-K filed with the SEC on June 7, 2023.)
10.7	Employment Agreement by and among ENB Financial Corp, The Ephrata National Bank and William Kitsch dated as of October 28, 2022. (Incorporated herein by reference to Exhibit 10.1 of the Corporation's Form 8-K filed with the SEC on April 28, 2025.)
10.8	Amendment to the Employment Agreement by and among ENB Financial Corp, The Ephrata National Bank and William Kitsch dated as of October 28, 2022. (Incorporated herein by reference to Exhibit 10.1 of the Corporation's Form 8-K filed with the SEC on April 28, 2025.)
10.9	Severance Agreement and General Release among ENB Financial Corp, The Ephrata National Bank and William Kitsch dated as of August 26, 2025. (Incorporated herein by reference to Exhibit 10.1 of the Corporation's Form 8-K filed with the SEC on August 29, 2025.)
31.1	Section 302 Chief Executive Officer Certification (Required by Rule 13a-14(a)).
31.2	Section 302 Principal Financial Officer Certification (Required by Rule 13a-14(a)).
32.1	Section 1350 Chief Executive Officer Certification (Required by Rule 13a-14(b)).
32.2	Section 1350 Principal Financial Officer Certification (Required by Rule 13a-14(b)).
101	Interactive Data Files
104	Cover Page Interactive Data File

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

	ENB Financial Corp
	(Registrant)
Dated: November 14, 2025	By:	/s/  Jeffrey S. Stauffer
		Jeffrey S. Stauffer
		Chairman of the Board
		Chief Executive Officer and President
		Principal Executive Officer
Dated: November 14, 2025	By:	/s/  Rachel G. Bitner
		Rachel G. Bitner
		Treasurer
		Principal Financial Officer