MNSB 10-Q Quarterly Report Sept. 30, 2025 | Alphaminr
MainStreet Bancshares, Inc.

MNSB 10-Q Quarter ended Sept. 30, 2025

main20251107_10q.htm
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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 to

Commission file number: 001-38817


MainStreet Bancshares, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Virginia

81-2871064

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

10089 Fairfax Boulevard , Fairfax , VA 22030

(Address of Principal Executive Offices and Zip Code)

( 703 ) 481-4567

(Registrant s Telephone Number, Including Area Code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)


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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock

MNSB

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/40 th interest in a share of 7.50% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock)

MNSBP

The Nasdaq Stock Market LLC

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date : As of October 30, 2025, there were 7,705,571 outs tanding shares, par value $4.00 per share, of the issuer’s common stock.




INDEX

PART I – FINANCIAL INFORMATION

3

Item 1 – Consolidated Financial Statements

3

Notes to Consolidated Financial Statements

8

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

29

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

50

Item 4 – Controls and Procedures

50

PART II – OTHER INFORMATION

51

Item 1 – Legal Proceedings

51

Item 1A – Risk Factors

51

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

51
Item 5 Other Information 51

Item 6 – Exhibits

52

SIGNATURES

53

2

PART I FINANCIAL INFORMATION

Item 1 Consolidated Financial Statements Unaudited

MAINSTREET BANCSHARES, INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition as of  September 30, 2025 and December 31, 2024 (Dollars in thousands, except per share data)

At September 30, 2025 (unaudited) At December 31, 2024 (*)

Assets

Cash and due from banks

$ 23,940 $ 21,351

Interest-bearing deposits at other financial institutions

1,315 1,711

Federal funds sold

102,039 184,646

Cash and cash equivalents

127,294 207,708

Investment securities available-for-sale (AFS), at fair value

58,338 55,747

Investment securities held-to-maturity (HTM), at amortized cost, net of allowance for credit losses of $ 0 and $ 0 , respectively

14,293 16,078

Restricted securities, at amortized cost

7,005 6,873

Loans, net of allowance for credit losses of $ 18,831 and $ 19,450 , respectively

1,788,243 1,810,556

Premises and equipment, net

13,212 13,287

Property held for sale, at fair value

3,225

Accrued interest and other receivables

13,622 11,311

Bank owned life insurance

40,433 39,507

Other assets

59,124 67,031

Total Assets

$ 2,124,789 $ 2,228,098

Liabilities and Stockholders’ Equity

Liabilities

Non-interest bearing demand deposits

$ 324,717 $ 324,307

Interest-bearing demand deposits

123,231 139,780

Savings and NOW deposits

125,214 64,337

Money market deposits

458,946 560,082

Time deposits

778,727 819,288

Total deposits

1,810,835 1,907,794

Subordinated debt, net

69,837 73,039

Allowance for credit losses on off-balance sheet credit exposure

482 287

Other liabilities

25,272 38,987

Total Liabilities

1,906,426 2,020,107

Stockholders’ Equity

Preferred stock, $ 1.00 par value, 2,000,000 shares authorized; 28,750 shares issued and outstanding at September 30, 2025 and December 31, 2024

27,263 27,263

Common stock, $ 4.00 par value, 15,000,000 shares authorized; issued and outstanding 7,703,579 shares (including 245,819 nonvested shares) at September 30, 2025 and 7,603,765 shares (including 237,717 nonvested shares) at December 31, 2024

29,833 29,466

Capital surplus

68,895 67,823

Retained earnings

98,793 91,150

Accumulated other comprehensive loss

( 6,421 ) ( 7,711 )

Total Stockholders’ Equity

218,363 207,991

Total Liabilities and Stockholders’ Equity

$ 2,124,789 $ 2,228,098

*         Derived from audited consolidated financial statements.

See Notes to the Unaudited Consolidated Financial Statements

3

MAINSTREET BANCSHARES, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024 (Dollars in thousands, except per share data)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2025

2024

2025

2024

Interest Income

Interest and fees on loans

$ 30,688 $ 31,615 $ 94,242 $ 93,852

Interest and dividends on investments securities

Mortgage-backed securities

85 85 265 281

Tax-exempt obligations of states and political subdivisions

270 294 800 832

Taxable obligations of states and political subdivisions

64 64 192 192

Other

286 248 828 789

Interest on interest-bearing deposits at other financial institutions

11 10 44 27

Interest on federal funds sold

1,060 1,275 3,342 3,523

Total Interest Income

32,464 33,591 99,713 99,496

Interest Expense

Interest on interest-bearing demand deposits

1,071 2,117 3,123 6,049

Interest on savings and NOW deposits

467 206 1,079 553

Interest on money market deposits

4,623 5,277 14,606 15,911

Interest on time deposits

8,369 9,543 25,994 27,361

Interest on federal funds purchased

28 277 93 575

Interest on Federal Home Loan Bank advances

46

Interest on subordinated debt

804 828 2,415 2,468

Total Interest Expense

15,362 18,248 47,310 52,963

Net Interest Income

17,102 15,343 52,403 46,533

Provision For Credit Losses - Loans

( 66 ) 3,125 ( 593 ) 4,220

Provision For Credit Losses - Off-Balance Sheet Credit Exposure

210 ( 212 ) 195 ( 864 )

Net Interest Income After Provision For Credit Losses

16,958 12,430 52,801 43,177

Non-Interest Income

Deposit account service charges

557 557 1,625 1,516

Bank owned life insurance income

316 302 926 885

Gain on retirement of subordinated debt

145 273

Net loss on securities called or matured

( 48 )

Gain on equity securities

103

Other non-interest income

104 27 199 93

Total Non-Interest Income

1,122 886 3,126 2,446

Non-Interest Expense

Salaries and employee benefits

7,366 7,250 24,030 22,222

Furniture and equipment expenses

799 931 2,957 2,806

Advertising and marketing

571 579 1,582 1,599

Occupancy expenses

400 407 1,114 1,257

Outside services

625 845 3,088 2,458

Franchise Tax

524 557 1,573 1,670

FDIC Insurance

560 330 1,770 990

Data Processing

375 328 1,094 954

Administrative expenses

259 215 757 686

Other operating expenses

1,188 1,777 3,761 3,894

Total Non-Interest Expense

12,667 13,219 41,726 38,536

Income Before Income Taxes

5,413 97 14,201 7,087

Income Tax Expense (Benefit)

896 ( 168 ) 2,641 900

Net Income

$ 4,517 $ 265 $ 11,560 $ 6,187

Preferred Stock Dividends

539 539 1,617 1,617

Net Income (Loss) Available to Common Shareholders

$ 3,978 $ ( 274 ) $ 9,943 $ 4,570

Earnings (Loss) Per Common Share:

Basic

$ 0.52 $ ( 0.04 ) $ 1.29 $ 0.60

Diluted

$ 0.52 $ ( 0.04 ) $ 1.29 $ 0.60

See Notes to the Unaudited Consolidated Financial Statements

4

MAINSTREET BANCSHARES, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024 (Dollars in thousands)

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2025

2024

2025

2024

Comprehensive Income, net of taxes

Net Income

$ 4,517 $ 265 $ 11,560 $ 6,187

Other comprehensive income, net of tax expense:

Unrealized gain on available for sale securities arising during the period (net of tax expense, $ 308 and $ 498 , respectively, for the three months ended September 30, and $ 382 and $ 355 , respectively for the nine months ended September 30).

1,043 1,669 1,290 1,104

Comprehensive Income

$ 5,560 $ 1,934 $ 12,850 $ 7,291

See Notes to the Unaudited Consolidated Financial Statements

5

MAINSTREET BANCSHARES, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024 (Dollars in thousands, except per share data)

Accumulated Other

Preferred

Common

Capital

Retained

Comprehensive

Stock

Stock

Surplus

Earnings

Income (Loss)

Total

Balance, June 30, 2025

$ 27,263 $ 29,825 $ 68,261 $ 95,585 $ ( 7,464 ) $ 213,470

Vesting of restricted stock

8 ( 8 )

Stock based compensation expense

642 642

Dividends on preferred stock - ($ 0.47 per depositary share)

( 539 ) ( 539 )

Dividends on common stock - ($ 0.10 per share)

( 770 ) ( 770 )

Net income

4,517 4,517

Other comprehensive income

1,043 1,043

Balance, September 30, 2025

$ 27,263 $ 29,833 $ 68,895 $ 98,793 $ ( 6,421 ) $ 218,363

Accumulated Other

Preferred

Common

Capital

Retained

Comprehensive

Stock

Stock

Surplus

Earnings

Income (Loss)

Total

Balance, December 31, 2024

$ 27,263 $ 29,466 $ 67,823 $ 91,150 $ ( 7,711 ) $ 207,991

Vesting of restricted stock

467 ( 467 )

Stock based compensation expense

1,885 1,885

Common stock repurchased

( 100 ) ( 346 ) ( 446 )

Dividends on preferred stock - ($ 1.41 per depositary share)

( 1,617 ) ( 1,617 )

Dividends on common stock - ($ 0.30 per share)

( 2,300 ) ( 2,300 )

Net income

11,560 11,560

Other comprehensive income

1,290 1,290

Balance, September 30, 2025

$ 27,263 $ 29,833 $ 68,895 $ 98,793 $ ( 6,421 ) $ 218,363

Accumulated Other

Preferred

Common

Capital

Retained

Comprehensive

Stock

Stock

Surplus

Earnings

Income (Loss)

Total

Balance, June 30, 2024

$ 27,263 $ 29,452 $ 66,392 $ 109,651 $ ( 8,043 ) $ 224,715

Vesting of restricted stock

11 ( 11 )

Stock based compensation expense

702 702

Dividends on preferred stock - ($ 0.47 per depositary share)

( 539 ) ( 539 )

Dividends on common stock - ($ 0.10 per share)

( 761 ) ( 761 )

Net income

265 265

Other comprehensive income

1,669 1,669

Balance, September 30, 2024

$ 27,263 $ 29,463 $ 67,083 $ 108,616 $ ( 6,374 ) $ 226,051

Accumulated Other

Preferred

Common

Capital

Retained

Comprehensive

Stock

Stock

Surplus

Earnings

Income (Loss)

Total

Balance, December 31, 2023

$ 27,263 $ 29,198 $ 65,985 $ 106,549 $ ( 7,478 ) $ 221,517

Cumulative change in accounting principle (Note 1)

( 217 ) ( 217 )

Vesting of restricted stock

432 ( 432 )

Stock based compensation expense

2,082 2,082

Common stock repurchased

( 167 ) ( 552 ) ( 719 )

Dividends on preferred stock - ($ 1.41 per depositary share)

( 1,617 ) ( 1,617 )

Dividends on common stock - ($ 0.30 per share)

( 2,286 ) ( 2,286 )

Net income

6,187 6,187

Other comprehensive income

1,104 1,104

Balance, September 30, 2024

$ 27,263 $ 29,463 $ 67,083 $ 108,616 $ ( 6,374 ) $ 226,051

See Notes to the Unaudited Consolidated Financial Statements

6

MAINSTREET BANCSHARES, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows (Dollars in thousands)

For the nine months ended September 30,

2025

2024

Cash Flows from Operating Activities

Net income

$ 11,560 $ 6,187

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation, amortization, and accretion, net

3,295 2,531

Amortization of right-of-use assets

384 376

Deferred income tax expense (benefit)

198 ( 38 )

Gain on retirement of subordinated debt

( 273 )

Loss on securities called

48

Gain on disposal of premises and equipment

( 35 ) ( 49 )

(Recovery of) provision for credit losses, net

( 398 ) 3,356

Stock based compensation expense

1,885 2,082

Income from bank owned life insurance

( 926 ) ( 885 )

Subordinated debt amortization expense

298 298

Change in:

Accrued interest receivable and other receivables

( 2,311 ) 1,313

Other assets

8,272 222

Other liabilities

( 13,715 ) ( 6,154 )

Net cash provided by operating activities

8,234 9,287

Cash Flows from Investing Activities

Activity in available-for-sale securities:

Payments

2,033 2,097

Calls

500 945

Purchases

( 3,635 ) ( 445 )

Activity in held-to-maturity securities:

Calls and maturities

2,245 1,200

Purchases

( 504 )

Purchases of restricted securities

( 3,532 ) ( 3,614 )

Purchases of restricted investment in bank stock

( 132 ) ( 1,624 )

Redemption of restricted investment in bank stock

1,425

Net decrease (increase) in loan portfolio

15,223 ( 96,444 )

Proceeds from sale of loans

7,683 21,803

Proceeds from sale of premises and equipment

35 145

Purchase of premises and equipment, including property held for sale

( 4,015 ) ( 870 )

Computer software developed

( 4,224 )

Net cash provided by (used in) investing activities

15,901 ( 79,606 )

Cash Flows from Financing Activities

Net increase (decrease) in non-interest bearing demand deposits

410 ( 17,031 )

Net (decrease) increase in interest bearing demand, savings, money market, and time deposits

( 97,369 ) 224,573

Net decrease in federal funds purchased

( 15,000 )

Retirement of subordinated debt

( 3,227 )

Cash dividends paid on preferred stock

( 1,617 ) ( 1,617 )

Cash dividends paid on common stock

( 2,300 ) ( 2,286 )

Repurchases of common stock

( 446 ) ( 719 )

Net cash (used in) provided by financing activities

( 104,549 ) 187,920

(Decrease) Increase in Cash and Cash Equivalents

( 80,414 ) 117,601

Cash and Cash Equivalents, beginning of period

207,708 114,513

Cash and Cash Equivalents, end of period

$ 127,294 $ 232,114

Supplementary Disclosure of Cash Flow Information

Cash paid during the period for interest

$ 47,309 $ 52,038

Cash paid during the period for income taxes

$ 45 $ 1,250

Net unrealized gain on securities available-for-sale

$ 1,672 $ 1,459

Net cumulative change in accounting principle

$ $ ( 217 )

See Notes to the Unaudited Consolidated Financial Statements

7

MAINSTREET BANCSHARES, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements

Note 1. Organization, Basis of Presentation and Impact of Recently Issued Accounting Pronouncements

Organization

MainStreet Bancshares, Inc. (the “Company”) is a financial holding company incorporated under the laws of the Commonwealth of Virginia whose primary activity is the ownership and management of MainStreet Bank (the “Bank”). On October 12, 2021, the Company filed an election with the Federal Reserve Board to be a financial holding company in order to engage in a broader range of financial activities than are permitted for bank holding companies generally. The Company is authorized to issue 15,000,000 shares of common stock with a par value of $ 4.00 per share. Additionally, the Company is authorized to issue 2,000,000 shares of preferred stock at a par value $ 1.00 per share. There are currently 28,750 shares of preferred stock outstanding. The Company is regulated under the Bank Holding Company Act of 1956, as amended (“BHC Act”) and is subject to inspection, examination, and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

On April 18, 2019, the Company completed the registration of its common stock with the Securities Exchange Commission (the “SEC”) through its filing of a General Form for Registration of Securities on Form 10 (“Form 10” ), pursuant to Section 12 (b) of the Securities Exchange Act of 1934. The Company was considered an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the “JOBS Act,” and as defined in Section 2 (a) of the Securities Act of 1933, as amended, or the “Securities Act” through the quarter ended September 30, 2024. The Company is no longer considered an emerging growth company but is an accelerated filer effective with the filing of the December 31, 2024 Annual Report on Form 10 -K. We are also a “smaller reporting company” as defined in Exchange Act Rule 12b - 2. As such, we may elect to comply with certain reduced public company reporting requirements in reports that we file with the SEC.

The Company was approved to list shares of our common stock on the Nasdaq Capital Market under our current symbol “MNSB” as of April 22, 2019. We were approved to list depositary shares of preferred stock on the Nasdaq Capital Market under the symbol “MNSBP” as of September 16, 2020. Each depositary share represents a 1/40 th ownership interest in a share of 7.50 % Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock.

In September 2021, MainStreet Bancshares, Inc. established MainStreet Community Capital, LLC, a wholly owned subsidiary, to be a community development entity (“CDE”). This CDE will be an intermediary vehicle for the provision of loans and investments in Low-Income Communities (“LICs”). In January 2022, the Community Development Financial Institutions Fund (“CDFI”) of the United States Department of the Treasury certified M ainStreet Community Capital, LLC as a registered CDE. MainStreet Community Capital's primary business objective will be to apply for and receive New Market Tax Credit ("NMTC") allocations that are awarded and distributed annually.

The Bank is headquartered in Fairfax, Virginia where it also operates a branch. The Bank was incorporated on March 28, 2003, and received its charter from the Bureau of Financial Institutions of the Commonwealth of Virginia (the “Bureau”) on March 16, 2004. The Bank commenced regular operations on May 26, 2004, and is supervised by the Bureau and the Federal Reserve. The Bank is a member of the Federal Reserve System and the Federal Deposit Insurance Corporation. The Bank places special emphasis on serving the needs of retail customers, small and medium-sized businesses and professionals in the Washington, D.C. metropolitan area.

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim information and with the instructions to the Quarterly Report on Form 10 -Q, as applicable to a smaller reporting company. Accordingly, they do not include all the information and notes required by US GAAP for complete financial statements.

The financial statements are unaudited; but in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation thereof. The balances as of December 31, 2024 have been derived from the audited consolidated financial statements. These interim period financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto contained in the Form 10 -K for the year ended December 31, 2024, filed by the Company with the SEC on March 14, 2025. The results of operations 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 , or any other period. The Company’s significant accounting policies followed in preparation of the unaudited consolidated financial statements, are disclosed in Note 1 of the Notes to Consolidated Financial Statements in the 2024 Form 10 -K. Except for property held for sale discussed below, there have been no significant changes to the application of significant accounting policies since December 31, 2024.

Property held for sale - Property held for sale is initially recorded at fair value less cost to sell at the date of acquisition and is not depreciated. Refer to Note 5 and Note 8 of the Notes to Consolidated Financial Statements for information regarding the property held for sale and how the fair value was determined.

Use of estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from the estimates.

8

Recently Adopted Accounting Developments

In March 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024 - 01, “Compensation – Stock Compensation (Topic 718 ): Scope Application of Profits Interest and Similar Awards”. This ASU provides an illustrative example intended to demonstrate how entities that account for profits interest and similar awards would determine whether a profits interest award should be accounted for in accordance with Topic 718. ASU 2024 - 01 was effective for the Company on January 1, 2025 and there was no material impact to the consolidated financial statements.

In March 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024 - 02, “Codification Improvements – Amendments to Remove References to the Concepts Statements”. This ASU contains amendments to the Codification that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior Statements to provide guidance in certain topical areas. ASU 2024 - 02 was effective for the Company on January 1, 2025 and there was no material impact to the consolidated financial statements.

Impact of Recently Issued Accounting Pronouncements

In October 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023 - 06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This ASU incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company does not expect the adoption of ASU 2023 - 06 to have a material impact on its consolidated financial statements.

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

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024 - 03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Disaggregation of Income Statement Expenses.” ASU 2024 - 03 requires public companies to disclose, in the notes to the financial statements, specific information about certain costs and expenses at each interim and annual reporting period. This includes disclosing amounts related to employee compensation, depreciation, and intangible asset amortization. In addition, public companies will need to provide qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. In January 2025, the FASB subsequently issued ASU 2025 - 01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Clarifying the Effective Date”, which amends the effective date of ASU 2024 - 03 to clarify that all public business entities are required to adopt the guidance in ASU 2024 - 03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024 - 03 is permitted. Implementation of ASU 2024 - 03 may be applied prospectively or retrospectively. In January 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025 - 01, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Clarifying the Effective Date.”  ASU 2025 - 01 amends the effective date of ASU 2024 - 03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Update ASU 2024 - 03 is permitted. The Company does not expect the adoption of ASU 2024 - 03 to have a material impact on its consolidated financial statements.

In May 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025 - 04, “Compensation—Stock Compensation (Topic 718 ) and Revenue from Contracts with Customers (Topic 606 ): Clarifications to Share-Based Consideration Payable to a Customer.” The amendments in ASU 2025 - 04 affects the timing of revenue recognition for entities that offer to pay share-based consideration (e.g., equity instruments) to a customer (or to other parties that purchase the entity’s goods or services from the customer) to incentivize the customer (or its customers) to purchase its goods and services. Specifically, the amendments clarify the requirements for share-based consideration payable to a customer that vests upon the customer purchasing a specified volume or monetary amount of goods and services from the entity. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual period in which financial statements have not yet been issued.  If an entity adopts ASU 2025 - 04 in an interim period, it should adopt as of the beginning of the annual period that includes that interim reporting period. The Company does not expect the adoption of ASU 2025 - 04 to have a material impact on its consolidated financial statements.

9

Note 2. Investment Securities

The following tables summarize the amortized cost and fair value of securities available-for-sale and securities held-to-maturity at September 30, 2025 and December 31, 2024 and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive loss. The Company did not record an allowance for credit losses ("ACL") on its securities available-for-sale or held-to-maturity portfolio as of September 30, 2025 and December 31, 2024 .

Investment securities available-for-sale was comprised of the following:

September 30, 2025

(Dollars in thousands)

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value

Collateralized Mortgage Backed

$ 19,818 $ 8 $ ( 3,246 ) $ 16,580

Subordinated Debt

11,118 3 ( 825 ) 10,296

Preferred Stock

464 464

Municipal Securities:

Taxable

10,604 ( 1,941 ) 8,663

Tax-exempt

22,418 18 ( 2,340 ) 20,096

U.S. Governmental Agencies

2,260 3 ( 24 ) 2,239

Total

$ 66,682 $ 32 $ ( 8,376 ) $ 58,338

Investment securities held-to-maturity was comprised of the following:

September 30, 2025

(Dollars in thousands)

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value

Municipal Securities:

Tax-exempt

$ 12,793 $ 25 $ ( 97 ) $ 12,721

Subordinated Debt

1,500 1,500

Total

$ 14,293 $ 25 $ ( 97 ) $ 14,221

Investment securities available-for-sale was comprised of the following:

December 31, 2024

(Dollars in thousands)

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value

Collateralized Mortgage Backed

$ 21,298 $ $ ( 4,105 ) $ 17,193

Subordinated Debt

8,971 ( 1,064 ) 7,907

Preferred Stock

453 453

Municipal Securities:

Taxable

10,623 ( 2,422 ) 8,201

Tax-exempt

22,024 ( 2,403 ) 19,621

U.S. Governmental Agencies

2,392 4 ( 24 ) 2,372

Total

$ 65,761 $ 4 $ ( 10,018 ) $ 55,747

Investment securities held-to-maturity was comprised of the following:

December 31, 2024

(Dollars in thousands)

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value

Municipal Securities:

Tax-exempt

$ 13,578 $ 1 $ ( 200 ) $ 13,379

Subordinated Debt

2,500 ( 14 ) 2,486

Total

$ 16,078 $ 1 $ ( 214 ) $ 15,865

10

For HTM securities, the Company evaluates the credit risk of its securities on at least a quarterly basis. The primary indicators of credit quality for the Company’s HTM portfolio are security type and credit rating, which is influenced by a number of factors including obligor cash flow, geography, seniority, and others. The majority of the Company’s HTM securities with credit risk are obligations of states and political subdivisions. For HTM securities that are not rated, the Company evaluates the capital levels of the bond issuers on a quarterly basis. The Company’s HTM securities ACL was immaterial at September 30, 2025 and December 31, 2024 .

The following table presents the amortized cost of HTM securities as of September 30, 2025 and December 31, 2024 by security type and credit rating:

(Dollars in thousands)

Municipal Securities

Subordinated Debt

Total HTM securities

September 30, 2025

Credit Rating:

AAA/AA/A

$ 12,793 $ $ 12,793

Not Rated - Non Agency

1,500 1,500

Total

$ 12,793 $ 1,500 $ 14,293

December 31, 2024

Credit Rating:

AAA/AA/A

$ 13,578 $ $ 13,578

Not Rated - Non Agency

2,500 $ 2,500

Total

$ 13,578 $ 2,500 $ 16,078

As of September 30, 2025 and December 31, 2024 , the Company had no securities held-to-maturity that were past due 30 days or more as to principal or interest payments. The Company had no securities held-to-maturity classified as non-accrual as of September 30, 2025 and December 31, 2024 .

The scheduled maturities of securities available-for-sale and held-to-maturity at September 30, 2025 were as follows:

September 30, 2025

Available-for-Sale

Held-to-Maturity

(Dollars in thousands)

Amortized Cost

Fair Value

Amortized Cost

Fair Value

Due in one year or less

$ 1,000 $ 1,000 $ 398 $ 399

Due from one to five years

1,220 1,140 3,640 3,636

Due from after five to ten years

17,181 16,059 4,611 4,628

Due after ten years

47,281 40,139 5,644 5,558

Total

$ 66,682 $ 58,338 $ 14,293 $ 14,221

11

The scheduled maturities of securities available-for-sale and held-to-maturity at December 31, 2024 were as follows:

December 31, 2024

Available-for-Sale

Held-to-Maturity

(Dollars in thousands)

Amortized Cost

Fair Value

Amortized Cost

Fair Value

Due in one year or less

$ 1,000 $ 993 $ 370 $ 370

Due from one to five years

4,017 3,973

Due from after five to ten years

14,430 12,997 5,945 5,886

Due after ten years

50,331 41,757 5,746 5,636

Total

$ 65,761 $ 55,747 $ 16,078 $ 15,865

Securities with a fair value of $ 399,000 and $ 394,000 were pledged as collateral to secure public funds at September 30, 2025 and December 31, 2024 , respectively.

The following tables summarize the fair value and unrealized loss positions of securities available-for-sale as of September 30, 2025 and December 31, 2024 , aggregated by security type and length of time that individual securities have been in a continuous loss position:

September 30, 2025

Less than 12 Months

12 Months or Longer

Total

(Dollars in thousands)

Fair Value

Unrealized Loss

Fair Value

Unrealized Loss

Fair Value

Unrealized Loss

Available-for-sale:

Collateralized Mortgage Backed

$ $ $ 16,244 $ ( 3,246 ) $ 16,244 $ ( 3,246 )

Subordinated Debt

1,349 ( 50 ) 7,195 ( 775 ) 8,544 ( 825 )

Municipal securities:

Taxable

7,662 ( 1,941 ) 7,662 ( 1,941 )

Tax-exempt

370 16,394 ( 2,340 ) 16,764 ( 2,340 )

U.S. Governmental Agencies

589 ( 24 ) 589 ( 24 )

Total

$ 1,719 $ ( 50 ) $ 48,084 $ ( 8,326 ) $ 49,803 $ ( 8,376 )

December 31, 2024

Less than 12 Months

12 Months or Longer

Total

(Dollars in thousands)

Fair Value

Unrealized Loss

Fair Value

Unrealized Loss

Fair Value

Unrealized Loss

Available-for-sale:

Collateralized Mortgage Backed

$ $ $ 17,105 $ ( 4,105 ) $ 17,105 $ ( 4,105 )

Subordinated Debt

215 ( 35 ) 7,191 ( 1,029 ) 7,406 ( 1,064 )

Municipal Securities:

Taxable

8,201 ( 2,422 ) 8,201 ( 2,422 )

Tax-exempt

2,658 ( 36 ) 16,593 ( 2,367 ) 19,251 ( 2,403 )

U.S. Government Agencies

614 ( 24 ) 614 ( 24 )

Total

$ 2,873 $ ( 71 ) $ 49,704 $ ( 9,947 ) $ 52,577 $ ( 10,018 )

The factors considered in evaluating securities for impairment include whether the Bank intends to sell the security, whether it is more likely than not that the Bank will be required to sell the security before recovery of its amortized cost basis, and whether the Bank expects to recover the security’s entire amortized cost basis. These unrealized losses are primarily attributable to current financial market conditions for these types of investments, particularly changes in interest rates, causing bond prices to decline, and are not attributable to credit deterioration. The following description provides the number of investment positions in an unrealized loss position and approximate duration of that loss position.

At September 30, 2025 , there was one tax-exempt municipal securities with a fair value totaling $ 0.4 million and two subordinated debt securities totaling $ 1.3 million in an unrealized loss position of less than 12 months. At September 30, 2025 , there were twenty-two collateralized mortgage backed securities with fair values totaling $ 16.2 million, twenty subordinated debt securities totaling $ 7.2 million, twenty-eight tax-exempt municipal securities with a fair value totaling $ 16.4 million, ten taxable municipal securities with fair values totaling $ 7.7 million, and six government agency securities with a fair value totaling $ 589,000 in an unrealized loss position of more than 12 months.

The Company periodically invests in New Market Tax Credit (NMTC) opportunities, related primarily to certain community development projects. The Company receives tax credits related to these investments, for which the Company typically acts as a limited partner and therefore does not exert control over the operating or financial policies of the partnerships. These tax credits are subject to recapture by taxing authorities based on compliance features required to be met at the project level. On January 1, 2024, the Company transitioned from the equity method of accounting and began applying the proportional amortization method of accounting to its qualifying new markets tax credit investments in addition to its low income housing tax credit partnerships already subject to the proportional amortization method. At September 30, 2025 and December 31, 2024 , the balance of the investments in new market tax credits was $ 11.2 million and $ 9.4 million and the balance of the investments in Low-Income Housing Tax Credits (“LIHTC”) was $ 7.1 million and $ 7.6 million . These balances, as well as the nonmarketable securities in the amount of $ 7.0 million as of September 30, 2025 an d $ 6.7 million as of December 31, 2024 , are reflected in the other assets line on the consolidated statements of financial condition. During the three -month period ended September 30, 2025 and 2024 , the Company recognized amortization expense for the NMTC investments of $ 599,000 and $ 287,000 , and $ 162,000 and $ 138,000 for the LIHTC investments, respectively, which was included within the income tax expense line item on the consolidated statements of income and the depreciation, amortization, and accretion, net line item on the Consolidated Statements of Cash Flows. During the nine months ended September 30, 2025 and 2024 , the Company recognized amortization expense for the NMTC investments of $ 1.7 million and $ 624,000 , and $ 485,000 and $ 446,000 for the LIHTC investments

The restricted securities line on the C onsolidated Statements of Financial Condition consist of the Federal Reserve Bank and Federal Home Loan Bank of Atlanta (“FHLB”) stock in the amo unt of $ 5.2 million and $ 1.6 million resp ectively, as of September 30, 2025 , compared to $ 5.2 million and $ 1.5 million, respectively, as of December 31, 2024 . We also had $ 126,800 and $ 124,000 in Community Bankers Bank stock and Atlantic Community Bankers Bank stock, respectively as of September 30, 2025 and December 31, 2024 .

12

Note 3. Loans Receivable

Loans receivable were comprised of the following:

(Dollars in thousands)

September 30, 2025

December 31, 2024

Residential Real Estate:

Single Family

$ 199,088 $ 204,357

Multifamily

212,314 234,884

Farmland

190 240

Commercial Real Estate:

Owner Occupied

422,182 372,412

Non-Owner Occupied

558,909 525,792

Construction and Land Development

312,318 393,385

Commercial – Non Real Estate:

Commercial & Industrial

105,217 102,354

Consumer – Non Real Estate:

Unsecured

168 343

Secured

1,036 1,231

Total Gross Loans

1,811,422 1,834,998

Less: Unearned Fees, net

( 4,348 ) ( 4,992 )

Less: Allowance for Credit Losses - Loans

( 18,831 ) ( 19,450 )

Net Loans

$ 1,788,243 $ 1,810,556

The unsecured consumer loans above include $ 168,000 and $ 343,000 of overdrafts reclassified as loans at September 30, 2025 and December 31, 2024 , respectively.

13

The following tables present the amortized cost basis by segments of the loan portfolio summarized by aging categories as of September 30, 2025 and December 31, 2024 :

September 30, 2025

(Dollars in thousands)

30-59 Days Past Due

60-89 Days Past Due

Greater than 90 Days Past Due and Still Accruing

Non-accrual

Current

Total Loans Receivable

Residential Real Estate:

Single Family

$ 5,456 $ $ $ 3,004 $ 190,628 $ 199,088

Multifamily

2,617 579 209,118 212,314

Farmland

190 190

Commercial Real Estate:

Owner Occupied

422,182 422,182

Non-Owner Occupied

1,538 315 557,056 558,909

Construction and Land Development

15,723 15,757 280,838 312,318

Commercial – Non Real Estate:

Commercial & Industrial

3,731 101,486 105,217

Consumer – Non Real Estate:

Unsecured

168 168

Secured

19 1,017 1,036

Total

$ 22,717 $ 2,636 $ $ 23,386 $ 1,762,683 $ 1,811,422

December 31, 2024

(Dollars in thousands)

30-59 Days Past Due

60-89 Days Past Due

Greater than 90 Days Past Due and Still Accruing

Non-accrual

Current

Total Loans Receivable

Residential Real Estate:

Single Family

$ $ 62 $ $ 1,162 $ 203,133 $ 204,357

Multifamily

234,884 234,884

Farmland

240 240

Commercial Real Estate:

Owner Occupied

372,412 372,412

Non-Owner Occupied

11,160 514,632 525,792

Construction and Land Development

4,235 389,150 393,385

Commercial – Non Real Estate:

Commercial & Industrial

5,093 97,261 102,354

Consumer – Non Real Estate:

Unsecured

343 343

Secured

1,231 1,231

Total

$ $ 62 $ $ 21,650 $ 1,813,286 $ 1,834,998

The following tables summarize the activity in the allowance for credit losses on loans by loan class for the three and nine months ended September 30, 2025 and 2024 .

14

Allowance for Credit Losses By Portfolio Segment

Real Estate

For the three months ended September 30, 2025

Residential

Commercial

Construction

Commercial

Consumer

Total

(Dollars in thousands)

Beginning Balance

$ 2,516 $ 11,005 $ 4,058 $ 1,471 $ 7 $ 19,057

Charge-offs

( 200 ) ( 35 ) ( 235 )

Recoveries

2 73 75

Provision for credit losses

22 423 ( 399 ) ( 112 ) ( 66 )

Ending Balance

$ 2,340 $ 11,428 $ 3,624 $ 1,432 $ 7 $ 18,831

For the nine months ended September 30, 2025

Beginning Balance

$ 2,478 $ 11,321 $ 4,648 $ 993 $ 10 $ 19,450

Charge-offs

( 200 ) ( 35 ) ( 622 ) ( 857 )

Recoveries

7 740 83 1 831

Provision for credit losses

55 ( 633 ) ( 989 ) 978 ( 4 ) ( 593 )

Ending Balance

$ 2,340 $ 11,428 $ 3,624 $ 1,432 $ 7 $ 18,831

Real Estate

For the three months ended September 30, 2024

Residential

Commercial

Construction

Commercial

Consumer

Total

(Dollars in thousands)

Beginning Balance

$ 2,453 $ 9,944 $ 3,564 $ 1,123 $ 14 $ 17,098

Charge-offs

( 1,903 ) ( 4 ) ( 1,907 )

Recoveries

10 1 11

Provision for credit losses

62 666 2,354 46 ( 3 ) 3,125

Ending Balance

$ 2,515 $ 10,610 $ 4,015 $ 1,175 $ 12 $ 18,327

For the nine months ended September 30, 2024

Beginning Balance

$ 2,594 $ 8,888 $ 3,575 $ 1,435 $ 14 $ 16,506

Charge-offs

( 132 ) ( 2,273 ) ( 4 ) ( 9 ) ( 2,418 )

Recoveries

10 9 19

Provision for credit losses

53 1,722 2,713 ( 266 ) ( 2 ) 4,220

Ending Balance

$ 2,515 $ 10,610 $ 4,015 $ 1,175 $ 12 $ 18,327

The following table is a summary of the Company's non-accrual loans by major categories for the periods indicated.

September 30, 2025

(Dollars in thousands)

Non-accrual Loans with No Allowance

Non-accrual Loans with an Allowance

Total Non-accrual Loans

Residential Real Estate:

Single Family

$ 3,004 $ $ 3,004

Multifamily

579 579

Commercial Real Estate:

Non-Owner Occupied

315 315

Construction and Land Development

15,757 15,757

Commercial & Industrial

3,731 3,731

Total

$ 23,386 $ $ 23,386

December 31, 2024

(Dollars in thousands)

Non-accrual Loans with No Allowance

Non-accrual Loans with an Allowance

Total Non-accrual Loans

Residential Real Estate:

Single Family

$ 1,162 $ $ 1,162

Commercial Real Estate:

Non-Owner Occupied

11,160 11,160

Construction and Land Development

4,235 4,235

Commercial & Industrial

5,093 5,093

Total

$ 21,650 $ $ 21,650

15

The following table represents the accrued interest receivables written off by reversing interest income during the three and nine months ended September 30, 2025 and 2024 .

For the three months ended September 30,

For the three months ended September 30,

2025

2024

(Dollars in thousands)

Residential Real Estate:

Single Family

$ 27 $ 33

Multifamily

244 165

Construction and Land Development

324 249

Commercial Real Estate:

Non Owner-Occupied

480

Commercial & Industrial

57

Total

$ 595 $ 984

For the nine months ended September 30,

For the nine months ended September 30,

2025

2024

(Dollars in thousands)

Residential Real Estate:

Single Family

$ 117 $ 103

Multifamily

259 176

Construction and Land Development

446 965

Commercial Real Estate:

Non-Owner Occupied

5 480

Commercial & Industrial

124

Total

$ 827 $ 1,848

The Company has certain loans for which repayment is dependent upon the operation or sale of collateral, as the borrower is experiencing financial difficulty. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral dependent loans:

Residential real estate loans, including equity lines of credit, are typically secured by first mortgages, and in some cases could be secured by a second mortgage.
Commercial real estate loans can be secured by either owner-occupied commercial real estate or non-owner-occupied investment commercial real estate. Typically, owner-occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities and other commercial and industrial properties occupied by operating companies. Non-owner-occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate where our borrower is the lessor.
Construction and land development loans are secured by real property where loan funds will be used to acquire land and to construct or improve appropriately zoned real property for the creation of income producing or owner-user commercial properties.
Commercial and industrial loans are generally secured by equipment, inventory, accounts receivable, and other commercial property.
Consumer loans are generally secured by automobiles, motorcycles, recreational vehicles and other personal property. Some consumer loans are unsecured and have no underlying collateral.


The following table details the amortized cost of collateral dependent loans for the periods indicated:

(Dollars in thousands)

September 30, 2025

December 31, 2024

Residential Real Estate:

Single Family

$ 12,272 $ 5,484

Multifamily

3,702 3,197

Commercial Real Estate:

Owner Occupied

255

Non-Owner Occupied

31,531 11,488

Construction and Land Development

34,212 28,374

Commercial & Industrial

3,989 8,880

Total

$ 85,961 $ 57,423

As of September 30, 2025 , there was one residential real estate loan totaling $ 3.1 million in the process of foreclosure.

16

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Company uses a weighted average remaining life model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies loans by providing principal forgiveness on certain loans. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.

In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another type of concession, such as principal forgiveness, may be granted.

The following table shows the amortized cost basis of the loans modified to borrowers experiencing financial difficulty, disaggregated by class of loans and type of concession granted and describes the financial effect of the modifications made to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2025 and 2024 . The Company did not modify any loans to borrowers experiencing financial difficulty during the three months ended September 30, 2024.

Three months ended September 30, 2025

(Dollars in thousands)

Amortized Cost Basis

% of Total Loan Type

Financial Effect

Residential Real Estate:

Multifamily

$ 3,389 1.6 %

Interest rate decrease with a fixed rate

Commercial Real Estate:

Non-Owner Occupied

59,603 10.7 %

Interest rate decrease and interest only for 12 months; interest only for 24 months

Total

$ 62,992

Nine months ended September 30, 2025

(Dollars in thousands)

Amortized Cost Basis

% of Total Loan Type

Financial Effect

Residential Real Estate:

Single Family

$ 3,426 1.7 %

Extended term on interest only payments for six months

Multifamily

16,283 7.7 %

Interest rate decrease for three months

Commercial Real Estate:

Non-Owner Occupied

59,603 10.7 %

Interest rate decrease and interest only for 12 months; interest only for 24 months

Commercial & Industrial

4,113 3.9 %

Interest rate decrease; extended term for eight months

Total

$ 83,425

Nine months ended September 30, 2024

(Dollars in thousands)

Amortized Cost Basis

% of Total Loan Type

Financial Effect

Residential Real Estate:

Single Family

$ 364 0.2 %

Deferred loan payment for three months

Construction and Land Development

24,684 6.6 %

Extended term on interest only payments for six months; Extended amortization for five years

Commercial & Industrial

743 0.7 %

Extended term on interest only payments for three months

Total

$ 25,791

The Company monitors loan payments on performing and non-performing loans on an ongoing basis to determine if a loan is considered to have a payment default. Of the loans modified during the 12 months prior to borrowers experiencing financial difficulties, three for $ 11.2 million were over 30 days past due as of September 30, 2025 and three for $ 11.2 million were in payment default as of September 30, 2025 . Of the loans modified during the 12 months prior to September 30, 2024 , to borrowers experiencing financial difficulties, none were past due or in payment default as of September 30, 2024 .

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. Credit quality risk ratings include regulatory classifications of Pass, Watch, Criticized (Special Mention), Classified (Substandard), Doubtful, and Loss. Loans classified as Pass have quality metrics to support that the loan will be repaid according to the terms established. Loans classified as Watch have similar characteristics as Pass loans with some emerging signs of financial weaknesses that should be monitored closer. Loans classified as Watch are included in the Pass totals in the following tables. Loans classified as Criticized have potential weaknesses that deserve management’s close attention. If uncorrected, the potential weaknesses may result in deterioration of prospects for repayment. Loans classified as Classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They include loans that are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified Doubtful have all the weaknesses inherent in Classified loans with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as a Loss are considered uncollectible and are charged to the allowance for credit losses. Loans not classified are rated Pass.

17

The following tables summarize the recorded investment in the Company's loans by aggregate Pass and categories of Criticized and Classified within the Company’s internal risk rating system by year of origination as of September 30, 2025 and December 31, 2024 .  The following tables also summarize gross charge-offs, by year of origination as of and for the nine months ended September 30, 2025 and as of and for the year ended December 31, 2024 .

Term Loans Amortized Cost Basis by Origination Year

September 30, 2025

(Dollars in thousands)

2025

2024

2023

2022

2021

Prior

Revolving Loans

Revolving Loans converted to term

Total

Residential Real Estate - Single Family

Pass

$ 16,177 $ 12,338 $ 36,562 $ 16,256 $ 26,324 $ 55,231 $ 23,459 $ $ 186,347

Criticized

200 500 700

Classified

1,114 1,368 7,577 1,982 12,041

Total Residential Real Estate - Single Family

$ 16,377 $ 12,838 $ 37,676 $ 17,624 $ 33,901 $ 57,213 $ 23,459 $ $ 199,088

Current period gross charge-offs

$ $ 200 $ $ $ $ $ $ $ 200

Residential Real Estate - Multifamily

Pass

$ 4,300 $ 20,055 $ 14,450 $ 48,196 $ 24,223 $ 60,323 $ 24,082 $ $ 195,629

Criticized

12,967 12,967

Classified

3,139 579 3,718

Total Residential Real Estate - Multifamily

$ 4,300 $ 20,055 $ 14,450 $ 61,163 $ 27,362 $ 60,902 $ 24,082 $ $ 212,314

Current period gross charge-offs

$ $ $ $ $ $ $ $ $

Residential Real Estate - Farmland

Pass

$ $ 67 $ $ $ $ 123 $ $ $ 190

Total Residential Real Estate - Farmland

$ $ 67 $ $ $ $ 123 $ $ $ 190

Current period gross charge-offs

$ $ $ $ $ $ $ $ $

Commercial Real Estate - Owner Occupied

Pass

$ 54,866 $ 35,169 $ 80,352 $ 98,919 $ 35,308 $ 108,268 $ 4,545 $ $ 417,427

Criticized

4,500 4,500

Classified

255 255

Total Commercial Real Estate - Owner Occupied

$ 54,866 $ 35,169 $ 84,852 $ 98,919 $ 35,308 $ 108,268 $ 4,800 $ $ 422,182

Current period gross charge-offs

$ $ $ $ $ $ $ $ $

Commercial Real Estate - Non-Owner Occupied

Pass

$ 4,088 $ 42,060 $ 7,119 $ 177,779 $ 52,510 $ 185,736 $ 14,249 $ $ 483,541

Criticized

28,447 11,703 34,903 75,053

Classified

315 315

Total Commercial Real Estate - Non-Owner Occupied

$ 4,088 $ 42,060 $ 7,119 $ 206,226 $ 64,213 $ 220,954 $ 14,249 $ $ 558,909

Current period gross charge-offs

$ $ $ $ $ $ $ $ $

Construction and Land Development

Pass

$ 539 $ 647 $ 3,212 $ 11,714 $ 476 $ 96 $ 261,289 $ $ 277,973

Classified

1,949 32,396 34,345

Total Construction and Land Development

$ 539 $ 647 $ 3,212 $ 13,663 $ 476 $ 96 $ 293,685 $ $ 312,318

Current period gross charge-offs

$ $ $ $ $ 35 $ $ $ $ 35

Commercial & Industrial

Pass

$ 20,912 $ 21,820 $ 6,345 $ 5,977 $ 5,047 $ 7,670 $ 33,462 $ $ 101,233

Classified

12 586 3,386 3,984

Total Commercial & Industrial

$ 20,912 $ 21,820 $ 6,345 $ 5,977 $ 5,059 $ 8,256 $ 36,848 $ $ 105,217

Current period gross charge-offs

$ $ $ $ $ 319 $ 303 $ $ $ 622

Consumer - Unsecured

Pass

$ $ $ $ $ $ $ 168 $ $ 168

Total Consumer - Unsecured

$ $ $ $ $ $ $ 168 $ $ 168

Current period gross charge-offs

$ $ $ $ $ $ $ $ $

Consumer - Secured

Pass

$ 131 $ 155 $ 32 $ 125 $ $ 247 $ 346 $ $ 1,036

Total Consumer - Secured

$ 131 $ 155 $ 32 $ 125 $ $ 247 $ 346 $ $ 1,036

Current period gross charge-offs

$ $ $ $ $ $ $ $ $

Total

Pass

$ 101,013 $ 132,311 $ 148,072 $ 358,966 $ 143,888 $ 417,694 $ 361,600 $ $ 1,663,544

Criticized

200 500 4,500 41,414 11,703 34,903 93,220

Classified

1,114 3,317 10,728 3,462 36,037 54,658

Total

$ 101,213 $ 132,811 $ 153,686 $ 403,697 $ 166,319 $ 456,059 $ 397,637 $ $ 1,811,422

Current period gross charge-offs

$ $ 200 $ $ $ 354 $ 303 $ $ $ 857

18

Term Loans Amortized Cost Basis by Origination Year

December 31, 2024

(Dollars in thousands)

2024

2023

2022

2021

2020

Prior

Revolving Loans

Revolving Loans converted to term

Total

Residential Real Estate - Single Family

Pass

$ 18,439 $ 44,460 $ 17,803 $ 26,055 $ 29,482 $ 32,065 $ 24,643 $ $ 192,947

Criticized

500 393 1,596 3,436 5,925

Classified

200 3,507 1,338 440 5,485

Total Residential Real Estate - Single Family

$ 19,139 $ 44,460 $ 18,196 $ 31,158 $ 34,256 $ 32,065 $ 25,083 $ $ 204,357

Current period gross charge-offs

$ $ $ $ $ $ 132 $ $ $ 132

Residential Real Estate - Multifamily

Pass

$ 12,163 $ 5,314 $ 69,629 $ 24,693 $ 38,226 $ 23,199 $ 390 $ $ 173,614

Criticized

26,250 11,703 606 19,514 58,073

Classified

3,197 3,197

Total Residential Real Estate - Multifamily

$ 12,163 $ 31,564 $ 69,629 $ 39,593 $ 38,832 $ 42,713 $ 390 $ $ 234,884

Current period gross charge-offs

$ $ $ $ $ $ $ $ $

Residential Real Estate - Farmland

Pass

$ 106 $ $ $ $ $ 134 $ $ $ 240

Total Residential Real Estate - Farmland

$ 106 $ $ $ $ $ 134 $ $ $ 240

Current period gross charge-offs

$ $ $ $ $ $ $ $ $

Commercial Real Estate - Owner Occupied

Pass

$ 35,483 $ 67,043 $ 81,427 $ 41,167 $ 38,446 $ 79,425 $ 24,921 $ $ 367,912

Criticized

4,500 4,500

Classified

Total Commercial Real Estate - Owner Occupied

$ 35,483 $ 71,543 $ 81,427 $ 41,167 $ 38,446 $ 79,425 $ 24,921 $ $ 372,412

Current period gross charge-offs

$ $ $ $ $ $ $ $ $

Commercial Real Estate - Non-Owner Occupied

Pass

$ 46,243 $ 7,549 $ 154,994 $ 58,931 $ 46,057 $ 152,963 $ 31,903 $ $ 498,640

Criticized

15,664 15,664

Classified

11,160 328 11,488

Total Commercial Real Estate - Non-Owner Occupied

$ 46,243 $ 18,709 $ 154,994 $ 58,931 $ 62,049 $ 152,963 $ 31,903 $ $ 525,792

Current period gross charge-offs

$ $ 740 $ $ $ $ $ $ $ 740

Construction and Land Development

Pass

$ 3,149 $ 5,358 $ 19,680 $ 8,849 $ 718 $ 234 $ 325,885 $ $ 363,873

Criticized

1,138 1,138

Classified

1,950 26,424 28,374

Total Construction and Land Development

$ 3,149 $ 5,358 $ 21,630 $ 8,849 $ 718 $ 234 $ 353,447 $ $ 393,385

Current period gross charge-offs

$ $ 289 $ $ 259 $ 3,136 $ $ $ $ 3,684

Commercial & Industrial

Pass

$ 32,769 $ 7,197 $ 10,237 $ 3,793 $ 2,026 $ 7,550 $ 29,902 $ $ 93,474

Classified

319 3,712 1,600 3,249 8,880

Total Commercial & Industrial

$ 33,088 $ 7,197 $ 10,237 $ 7,505 $ 2,026 $ 9,150 $ 33,151 $ $ 102,354

Current period gross charge-offs

$ 4 $ $ $ $ $ $ $ $ 4

Consumer - Unsecured

Pass

$ $ $ $ $ $ $ 343 $ $ 343

Total Consumer - Unsecured

$ $ $ $ $ $ $ 343 $ $ 343

Current period gross charge-offs

$ $ $ $ $ $ $ $ $

Consumer - Secured

Pass

$ 187 $ 41 $ 184 $ $ 13 $ 721 $ 85 $ $ 1,231

Total Consumer - Secured

$ 187 $ 41 $ 184 $ $ 13 $ 721 $ 85 $ $ 1,231

Current period gross charge-offs

$ $ $ $ $ $ 9 $ $ $ 9

Total

Pass

$ 148,539 $ 136,962 $ 353,954 $ 163,488 $ 154,968 $ 296,291 $ 438,072 $ $ 1,692,274

Criticized

500 30,750 393 13,299 19,706 19,514 1,138 85,300

Classified

519 11,160 1,950 10,416 1,666 1,600 30,113 57,424

Total

$ 149,558 $ 178,872 $ 356,297 $ 187,203 $ 176,340 $ 317,405 $ 469,323 $ $ 1,834,998

Current period gross charge-offs

$ 4 $ 1,029 $ $ 259 $ 3,136 $ 141 $ $ $ 4,569

19

Unfunded Commitments

The Company maintains an allowance for off-balance sheet credit exposures such as unfunded balances for existing lines of credit, commitments to extend future credit, as well as both standby and commercial letters of credit when there is a contractual obligation to extend credit and when this extension of credit is not unconditionally cancellable (i.e., the commitment cannot be canceled at any time). The allowance for off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur, which is based on a historical funding study derived from internal information, and an estimate of expected credit losses on commitments expected to be funded over its estimated life, which are the same loss rates that are used in computing the allowance for credit losses on loans. The allowance for credit losses for unfunded loan commitments of $ 482,000 and $ 145,000 at September 30, 2025 and September 30, 2024 , is separately classified on the balance sheet.


The following table presents the balance and activity in the allowance for credit losses for off-balance sheet credit exposure for the three and nine months ended September 30, 2025 and 2024 , respectively.

Three months ended September 30, 2025

Total Allowance for Credit Losses on Off-Balance Sheet Credit Exposure

(Dollars in thousands)

Balance, June 30, 2025

$ 272

Provision for off-balance sheet credit losses, net

210

Balance, September 30, 2025

$ 482

Nine months ended September 30, 2025

Total Allowance for Credit Losses on Off-Balance Sheet Credit Exposure

(Dollars in thousands)

Balance, December 31, 2024

$ 287

Provision for off-balance sheet credit losses, net

195

Balance, September 30, 2025

$ 482

Three months ended September 30, 2024

Total Allowance for Credit Losses on Off-Balance Sheet Credit Exposure

(Dollars in thousands)

Balance, June 30, 2024

$ 357

Recovery of off-balance sheet credit losses, net

( 212 )

Balance, September 30, 2024

$ 145

Nine months ended September 30, 2024

Total Allowance for Credit Losses on Off-Balance Sheet Credit Exposure

(Dollars in thousands)

Balance, December 31, 2023

$ 1,009

Recovery of off-balance sheet credit losses, net

( 864 )

Balance, September 30, 2024

$ 145

20

Note 4. Derivatives and Risk Management Activities

The Company uses derivative financial instruments (“derivatives”) primarily to assist customers with their risk management objectives. The Company classifies these items as free standing derivatives consisting of customer accommodation interest rate loan swaps (“interest rate loan swaps”). The Company enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Company simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Company receives a floating rate. These back-to-back interest rate loan swaps qualify as financial derivatives with fair values reported in “Other assets” and “Other liabilities” in the Consolidated Statements of Financial Condition. Changes in fair value are recorded in other non-interest expense and net to zero because of the identical amounts and terms of the interest rate loan swaps.

The following tables summarize key elements of the Company’s derivative instruments as of September 30, 2025 and December 31, 2024 .

September 30, 2025

Customer-related interest rate contracts

(Dollars in thousands)

Notional Amount

Number of Positions

Assets

Liabilities

Collateral Pledges

Matched interest rate swap with borrower

$ 153,402 32 $ $ 10,665 $

Matched interest rate swap with counterparty

$ 153,402 32 $ 10,665 $ $

December 31, 2024

Customer-related interest rate contracts

(Dollars in thousands)

Notional Amount

Number of Positions

Assets

Liabilities

Collateral Pledges

Matched interest rate swap with borrower

$ 230,417 43 $ $ 21,715 $

Matched interest rate swap with counterparty

$ 230,417 43 $ 21,715 $ $

The Company is able to recognize fee income upon execution of the interest rate swap contract. The Company did not record any interest rate swap fee income for the three and nine months ended September 30, 2025 or 2024 .

21

Note 5. Fair Value Presentation

In accordance with FASB ASC 820, “Fair Value Measurements and Disclosure”, the Bank uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Bank’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in the principal or most advantageous market for the asset or liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is the most representative of fair value under current market conditions.

In accordance with the guidance, a hierarchy of valuation techniques is based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Bank’s market assumptions. The three levels of the fair value hierarchy under FASB ASC 820 based on these two types of inputs are as follows:

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

Level 2 –Valuation is based on observable inputs including quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets and liabilities in less active markets, and model-based valuation techniques for which significant assumptions can be derived primarily from or corroborated by observable data in the market.

Level 3 –Valuation is based on model-based techniques that use one or more significant inputs or assumptions that are unobservable in the market.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

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

Securities available-for-sale

Securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1 ). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2 ). In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy. As of September 30, 2025 , and December 31, 2024 , the Bank’s entire portfolio of available-for-sale securities are considered to be Level 2 securities, with the exception of two subordinated debt securities and one preferred stock security which are considered Level 3.

Derivative asset (liability) – interest rate swaps on loans

As discussed in “Note 4: “Derivatives and Risk Management Activities”, the Bank recognizes interest rate swaps at fair value on a recurring basis. The Bank has contracted with a third party vendor to provide valuations for these interest rate swaps using standard valuation techniques and therefore classifies such interest rate swaps as Level 2.

22

The following tables provide the fair value for assets required to be measured and reported at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 :

September 30, 2025

(Dollars in thousands)

Level 1

Level 2

Level 3

Total

Assets:

Investment securities available-for-sale:

Collateralized Mortgage Backed

$ $ 16,580 $ $ 16,580

Subordinated Debt

9,546 750 10,296

Preferred Stock

464 464

Municipal Securities:

Taxable

8,663 8,663

Tax-exempt

20,096 20,096

U.S. Government Agencies

2,239 2,239

Derivative asset – interest rate swap on loans

10,665 10,665

Total

$ $ 67,789 $ 1,214 $ 69,003

Liabilities:

Derivative liability – interest rate swap on loans

$ $ 10,665 $ $ 10,665

Total

$ $ 10,665 $ $ 10,665

December 31, 2024

(Dollars in thousands)

Level 1

Level 2

Level 3

Total

Assets:

Investment securities available-for-sale:

Collateralized Mortgage Backed

$ $ 17,193 $ $ 17,193

Subordinated Debt

7,657 250 7,907

Preferred Stock

453 453

Municipal Securities:

Taxable

8,201 8,201

Tax-exempt

19,621 19,621

U.S. Government Agencies

2,372 2,372

Derivative asset – interest rate swap on loans

21,715 21,715

Total

$ $ 76,759 $ 703 $ 77,462

Liabilities:

Derivative liability – interest rate swap on loans

$ $ 21,715 $ $ 21,715

Total

$ $ 21,715 $ $ 21,715

The table below shows the activity to the fair value of level three instruments during the nine months ended September 30, 2025 .

Reconciliation of Level 3 Inputs

(Dollars in thousands)

December 31, 2024 fair value

$ 703

Change in fair value (1)

11

Purchase of security

500

September 30, 2025 fair value

$ 1,214

(1) The change in fair value from December 31, 2024 to September 30, 2025 is due to accretion of the underlying security given that it was purchased at a discount. The change in fair value is not due to fluctuating market conditions.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

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

Property held for sale

This real estate property is carried in the property held for sale line item on the Consolidated Statements of Financial Condition as of September 30, 2025 at fair value based upon the transactional price if available, or the appraised value of the property. Refer to Note 8 for additional information on the property held for sale.

The Company did not have any assets that were measured at fair value on a nonrecurring basis as December 31, 2024 . The following table summarizes the value of the Bank's assets as of September 30, 2025 that were measured at fair value on a nonrecurring basis during the period:

September 30, 2025

(Dollars in thousands)

Level 1

Level 2

Level 3

Total

Assets:

Property held for sale

$ $ $ 3,225 $ 3,225

Total

$ $ $ 3,225 $ 3,225

Fair Value Measurements at September 30, 2025

(Dollars in thousands)

Fair Value

Valuation Technique(s)

Unobservable Inputs

Range of Inputs

Property held for sale

$ 3,225

Transaction price

Estimated selling costs

1 % - 5 %

Total

$ 3,225

Fair Value of Financial Instruments

FASB ASC 825, Financial Instruments, requires disclosure about fair value of financial instruments, including those financial assets and financial liabilities that are not required to be measured and reported at fair value on a recurring or nonrecurring basis. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company. In accordance with ASU 2016 - 01, the Company uses the exit price notion, rather than the entry price notion, in calculating the fair values of financial instruments not measured at fair value on a recurring basis.

23

The following tables reflect the carrying amounts and estimated fair values of the Company’s financial instruments whether or not recognized on the Consolidated Statement of Financial Condition at fair value.

September 30, 2025

Carrying

Estimated

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

(Dollars in thousands)

Amount

Fair Value

Level 1

Level 2

Level 3

Assets:

Cash and cash equivalents

$ 127,294 $ 127,294 $ 127,294 $ $

Securities:

Available-for-sale

58,338 58,338 57,124 1,214

Held-to-maturity

14,293 14,221 14,221

Restricted securities

7,005 7,005 7,005

Loans, net

1,788,243 1,796,269 1,796,269

Derivative asset – interest rate swap on loans

10,665 10,665 10,665

Bank owned life insurance

40,433 40,433 40,433

Accrued interest receivable

9,857 9,857 9,857

Liabilities:

Deposits

$ 1,810,835 $ 1,811,656 $ $ 1,032,108 $ 779,548

Subordinated debt, net

69,837 67,000 67,000

Derivative liability – interest rate swaps on loans

10,665 10,665 10,665

Accrued interest payable

2,716 2,716 2,716

December 31, 2024

Carrying

Estimated

Quoted Prices in Active Markets for Identical Assets

Significant Other Observable Inputs

Significant Unobservable Inputs

(Dollars in thousands)

Amount

Fair Value

Level 1

Level 2

Level 3

Assets:

Cash and cash equivalents

$ 207,708 $ 207,708 $ 207,708 $ $

Securities:

Available-for-sale

55,747 55,747 55,044 703

Held-to-maturity

16,078 15,865 15,865

Restricted securities

6,873 6,873 6,873

Loans, net

1,810,556 1,806,846 1,806,846

Derivative asset – interest rate swap on loans

21,715 21,715 21,715

Bank owned life insurance

39,507 39,507 39,507

Accrued interest receivable

9,059 9,059 9,059

Liabilities:

Deposits

$ 1,907,794 $ 1,910,018 $ $ 1,088,506 $ 821,512

Subordinated debt, net

73,039 67,239 67,239

Derivative liability – interest rate swaps on loans

21,715 21,715 21,715

Accrued interest payable

3,362 3,362 3,362

The above information should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. Assumptions utilized in the aggregation of fair value of our loan portfolio include prepayment rates, probability of default and loss given default, and discount rates on cash flows. Our third party valuation utilizes average data by homogenous loan segments nationwide and may not properly reflect the characteristics of our specific portfolio. There were no changes in methodologies or transfers between levels during the periods ended September 30, 2025 and December 31, 2024 .

24

Note 6. Earnings Per Common Share

Basic earnings per common share excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock which then shared in the earnings of the Company. There were no such potentially dilutive securities outstanding in 2025 or 2024 .

The weighted average number of shares used in the calculation of basic and diluted earnings per common share includes unvested restricted shares of the Company’s common stock outstanding. Applicable guidance requires that outstanding un-vested share-based payment awards that contain voting rights and rights to non-forfeitable dividends participate in undistributed earnings with common shareholders.

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

(Dollars in thousands, except for share and per share data)

2025

2024

2025

2024

Net income

$ 4,517 $ 265 $ 11,560 $ 6,187

Preferred stock dividends

( 539 ) $ ( 539 ) ( 1,617 ) $ ( 1,617 )

Net income (loss) available to common shareholders

$ 3,978 $ ( 274 ) $ 9,943 $ 4,570

Weighted average number of common shares issued, basic and diluted

7,704,639 7,601,925 7,682,086 7,607,431

Earnings (loss) per common share:

Basic and diluted earnings (loss) per common share

$ 0.52 $ ( 0.04 ) $ 1.29 $ 0.60

Note 7. Accumulated Other Comprehensive Loss

The following table presents the cumulative balances of the components of accumulated other comprehensive loss, net of deferred taxes, as of September 30, 2025 and December 31, 2024 :

(Dollars in thousands)

September 30, 2025 December 31, 2024

Unrealized loss on investment securities available-for-sale

$ ( 8,344 ) $ ( 10,014 )

Tax benefit

1,923 2,303

Total accumulated other comprehensive loss

$ ( 6,421 ) $ ( 7,711 )

There were no reclassifications during the periods ending September 30, 2025 and December 31, 2024 .

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Note 8: Property Held For Sale

During the three months ended June 30, 2025, the Company acquired a building complex for possible future bank premises. The complex consists of three buildings and the associated land, and are part of the Core Banking segment. Two buildings were designated as held for sale upon acquisition and are in the property held for sale line item on the Consolidated Statements of Financial Condition as of September 30, 2025 . The sales of the two buildings are currently expected to close before the end of 2025. The carrying amount of the two buildings designated as held for sale was $ 3.2 million as of September 30, 2025 .

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Note 9: Segment Reporting

Segment performance is evaluated using income before income taxes. Indirect expenses are allocated on revenue. Transactions among segments are made at fair value. Information reported internally for performance assessment by the chief operating decision makers follows, inclusive of reconciliations of significant segment totals to the financial statements:

Three months ended September 30, 2025

(Dollars in thousands)

Core Banking

Financial Technology

Consolidated

Interest income - loans, including fees - (1)

$ 30,503 $ 185 $ 30,688

Interest income - investments, other

1,776 1,776

Service charge income

355 202 557

Other non-interest income

565 565

Total

$ 33,199 $ 387 $ 33,586

Less:

Total consolidated interest expense

15,351 11 15,362

Segment gross profit

$ 17,848 $ 376 $ 18,224

Less:

Recovery of credit losses

144 144

Salaries and employee benefits

7,144 222 7,366

Furniture and equipment expenses

712 87 799

Advertising and marketing

453 118 571

Outside services

417 208 625

Other operating expenses

3,177 129 3,306

Total non-interest expense

12,047 764 12,811

Segment profit (loss)

$ 5,801 $ ( 388 ) $ 5,413

Other segment disclosures

Segment assets

2,124,742 47 2,124,789

( 1 ) Includes transfer pricing on average deposits outstanding for the period for the Financial Technology segment.

Nine months ended September 30, 2025

(Dollars in thousands)

Core Banking

Financial Technology

Consolidated

Interest income - loans, including fees - (1)

$ 93,527 $ 715 $ 94,242

Interest income - investments, other

5,471 5,471

Service charge income

1,004 621 1,625

Other non-interest income

1,501 1,501

Total

$ 101,503 $ 1,336 $ 102,839

Less:

Total consolidated interest expense

47,224 86 47,310

Segment gross profit

$ 54,279 $ 1,250 $ 55,529

Less:

Recovery of credit losses

( 398 ) ( 398 )

Salaries and employee benefits

21,463 2,567 24,030

Furniture and equipment expenses

2,088 869 2,957

Advertising and marketing

1,316 266 1,582

Outside services

1,255 1,833 3,088

Other operating expenses

9,713 356 10,069

Total non-interest expense

35,437 5,891 41,328

Segment profit (loss)

$ 18,842 $ ( 4,641 ) $ 14,201

Other segment disclosures

Segment assets

2,124,742 47 2,124,789

( 1 ) Includes transfer pricing on average deposits outstanding for the period for the Financial Technology segment.

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Three months ended September 30, 2024

(Dollars in thousands)

Core Banking

Financial Technology

Consolidated

Interest income - loans, including fees - (1)

$ 31,308 $ 307 $ 31,615

Interest income - investments, other

1,976 1,976

Service charge income

338 219 557

Other non-interest income

329 329

Total

$ 33,951 $ 526 $ 34,477

Less:

Total consolidated interest expense

18,225 23 18,248

Segment gross profit

$ 15,726 $ 503 $ 16,229

Less:

Provision for credit losses

2,913 2,913

Salaries and employee benefits

6,926 324 7,250

Furniture and equipment expenses

748 183 931

Advertising and marketing

544 35 579

Outside services

409 436 845

Other operating expenses

3,526 88 3,614

Total non-interest expense

15,066 1,066 16,132

Segment profit (loss)

$ 660 $ ( 563 ) $ 97

Other segment disclosures

Segment assets

2,205,649 18,950 2,224,599

( 1 ) Includes transfer pricing on average deposits outstanding for the period for the Financial Technology segment.

Nine months ended September 30, 2024

(Dollars in thousands)

Core Banking

Financial Technology

Consolidated

Interest income - loans, including fees - (1)

$ 92,674 $ 1,178 $ 93,852

Interest income - investments, other

5,644 5,644

Service charge income

988 528 1,516

Other non-interest income

930 930

Total

$ 100,236 $ 1,706 $ 101,942

Less:

Total consolidated interest expense

52,928 35 52,963

Segment gross profit

$ 47,308 $ 1,671 $ 48,979

Less:

Provision for credit losses

3,356 3,356

Salaries and employee benefits

21,121 1,101 22,222

Furniture and equipment expenses

2,260 546 2,806

Advertising and marketing

1,499 100 1,599

Outside services

1,128 1,330 2,458

Other operating expenses

9,158 293 9,451

Total non-interest expense

38,522 3,370 41,892

Segment profit (loss)

$ 8,786 $ ( 1,699 ) $ 7,087

Other segment disclosures

Segment assets

2,205,649 18,950 2,224,599

( 1 ) Includes transfer pricing on average deposits outstanding for the period for the Financial Technology segment.

The software solution related to Avenu was deployed in October 2024. Once the software was deployed, the capitalization of certain costs ceased. During the three and nine months ended September 30, 2025 , costs that were incurred related to the software were expensed rather than capitalized, which caused the fluctuation in the segment loss for the Financial Technology segment compared to the three and nine months ended September 30, 2024 . The Company made the decision to pivot away from certain Banking as a Service (BaaS) services during the three months ended March 31, 2025. During the nine months ended September 30, 2025 , the Company incurred nonrecurring costs related to pivoting away from these services such as contract termination costs and severance, which are included in the tables above.

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

The following discussion and analysis is intended as a review of significant factors affecting the Company’s consolidated financial condition and results of operations for the periods indicated. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and the related notes and the Company’s Annual Report on Form 10-K, which contains audited consolidated financial statements of the Company as of and for the year ended December 31, 2024, previously filed with the SEC on March 14, 2025. Results for the three and nine months ended September 30, 2025 are not necessarily indicative of results for the year ending December 31, 2025 or any future period.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements and information relating to the Company within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on the beliefs of management as well as assumptions made by and information currently available to management. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words like “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “should,” “could,” or “may” and similar expressions or the negative thereof. Important factors that could cause actual results to differ materially from those in the forward–looking statements included herein include, but are not limited to:

general economic conditions, either nationally or in our market area, that are worse than expected;

competition among depository and other financial institutions, particularly intensified competition for deposits;

inflation and an interest rate environment that may reduce our margins or reduce the fair value of certain of our financial instruments;

adverse changes in the securities markets;

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory structure and in regulatory fees and capital requirements;

the impact of significant changes in accounting procedures or requirements on our financial condition or results of operations;

our ability to enter new markets successfully and capitalize on growth opportunities;

our ability to successfully integrate acquired and newly organized entities;

changes in consumer spending, borrowing and savings habits;

changes in accounting policies and practices;

changes in our organization, compensation and benefit plans;

our ability to attract and retain key employees;

changes in our financial condition or results of operations that reduce capital;

changes in the financial condition or future prospects of issuers of securities that we own;

the concentration of our business in the Northern Virginia as well as the greater Washington, DC metropolitan area and the effect of changes in the economic, political and environmental conditions on those markets;

adequacy of or increases in the allowance for credit losses;

cyber threats, attacks or other data security events;

fraud or misconduct by internal or external parties;

reliance on third parties for key services;

deterioration of our asset quality, including an increase in loan delinquencies, problem assets and foreclosures;

future performance of our loan portfolio with respect to recently originated loans;

additional risks related to new lines of business, products, product enhancements or services;

results of examination of us by our regulators, including the possibility that our regulators may require us to increase our allowance for credit losses or to write-down assets or take other supervisory action;

the effectiveness of our internal controls over financial reporting and our ability to remediate any future material weakness in our internal controls over financial reporting;

29

liquidity, interest rate and operational risks associated with our business;

implications of our status as a smaller reporting company;

a work stoppage, forced quarantine, or other interruption or the unavailability of key employees;

volatility in the financial institution industry, including failures and/or rumors of possible failures of other financial institutions and actions by regulatory authorities in response thereto;
litigation or governmental actions;
impairment of a material asset;
federal layoffs and potential government contract terminations or non-renewals;
possible income tax and accounting effects of recently enacted legislation; and
"Risk Factors" and other information included in our Annual Report on Form 10-K for the year ended December 31, 2024 and this Quarterly Report on Form 10-Q.

Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. We caution readers not to place undue reliance on forward-looking statements. The Company disclaims any obligation to revise or update any forward-looking statements contained in this Form 10-Q to reflect future events or developments.

Economic Impact of Federal Spending Reductions and New Legislation

The Company recognizes that the impact of federal spending reductions, hiring freezes, and layoffs, including dismissals of employees and termination or non-renewal of government contracts in the Company’s primary market areas, may have an adverse economic effect, particularly as severance payments to permanently terminated federal employees expire. In addition, consumer confidence and the strength of the US dollar may be negatively affected by uncertainty associated with tariffs on many imports. We cannot assure you that the economic impacts of these actions would not be material and adverse to our business, financial condition, results of operations, or prospects.

On July 4, 2025, President Trump signed into law the legislation formally titled “An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” and commonly referred to as the One Big Beautiful Bill (the "Act”). The Company is currently evaluating income tax and accounting implications of the Act. The Company currently does not expect the Act to have a material impact on the Company's business, financial condition, results of operations, or prospects.

Overview

As used herein, the “Company,” “we,” “our,” and “us” refer to MainStreet Bancshares, Inc. and its subsidiaries, and the “Bank” refers to MainStreet Bank.

MainStreet Bancshares, Inc.

MainStreet Bancshares, Inc. is a financial holding company that owns 100% of MainStreet Bank and MainStreet Community Capital, LLC.

The Company and its subsidiaries are incorporated in and chartered by the Commonwealth of Virginia. The Company’s executive offices are located at 10089 Fairfax Boulevard, Fairfax, Virginia. Our telephone number is (703) 481-4567, and our internet address is www.mstreetbank.com. The information contained on our website shall not be considered part of this Quarterly Report on Form 10-Q, and the reference to our website does not constitute incorporation by reference of the information contained on the website.

MainStreet Bank

MainStreet Bank is a community commercial bank incorporated in and chartered by the Commonwealth of Virginia. The Bank is a member of the Federal Reserve Bank of Richmond, and its deposits are insured by the FDIC. The Bank opened for business on May 26, 2004, and is headquartered in Fairfax, Virginia. We currently operate six Bank branches; located in Herndon, Fairfax, McLean, Clarendon, and Leesburg in Virginia, and one in Washington D.C. We have applied for and received regulatory approval to open a new branch in Middleburg, Virginia. We anticipate this location to be open in 2026.

We emphasize providing responsive and personalized services to our clients. Due to the consolidation of financial institutions in our primary market area, we believe there is a significant opportunity for a local bank to provide a full range of financial services. By offering highly professional, personalized banking products and service delivery methods and employing advanced banking technologies, we seek to distinguish ourselves from larger, regional banks operating in our market area and believe we are able to compete effectively with other community banks.

We believe we have a solid franchise that meets the financial needs of our clients and communities by providing an array of personalized products and services delivered by seasoned banking professionals with decisions made at the local level. We believe a significant customer base in our market prefers to do business with a local institution that has a local management team, a local Board of Directors and local founders and that this customer base may not be satisfied with the responsiveness of larger regional banks. By providing quality services, coupled with the opportunities provided by the economies in our market area, we have generated and expect to continue to generate organic growth.

We service Northern Virginia as well as the greater Washington, D.C. metropolitan area. Our goal is to deliver a customized and targeted mix of products and services that meets or exceeds customer expectations. To accomplish this goal, we have deployed a premium operating system that gives customers access to up-to-date banking technology. These systems and our highly skilled staff have allowed us to compete with larger financial institutions. The combination of sophisticated technology and personal service sets us apart from our competition. We strive to be the leading community bank in our market.

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The Company's business is focused core banking where we offer a full range of banking services to individuals, small to medium-sized businesses and professionals through both traditional and electronic delivery. During the quarter ended March 31, 2025, the Company pivoted away from certain operating BaaS services. Activities resulting from this business line for the quarters ended September 30, 2025 and September 30, 2024 are reported in Note 9 in the Notes to the Consolidated Financial Statements.

We were the first community bank in the Washington, D.C. metropolitan area to offer a full online business banking solution, including remote check scanners on a business customer’s desktop. We offer mobile banking apps for iPhones, iPads and Android devices that provide for remote deposit of checks. In addition, we were the first bank headquartered in the Commonwealth of Virginia to offer CDARS, the Certificate of Deposit Account Registry Service. We offer our customers a suite of reciprocal deposit options through IntraFI, an innovative reciprocal deposit placement service that offers FDIC insurance on deposits up to $265 million. We believe that enhanced electronic delivery systems and technology increase profitability through greater productivity and cost control and allow us to offer new and better products and services.

Our products and services include: business and consumer checking, premium interest-bearing checking, business account analysis, savings, certificates of deposit and other depository services, as well as a broad array of commercial, real estate and consumer loans. Internet account access is available for all personal and business accounts, internet bill payment services are available on most accounts, and a robust online cash management system is available for business customers.

MainStreet Community Capital, LLC

In September 2021, the Company created a community development entity (“CDE”) subsidiary, MainStreet Community Capital, LLC, a Virginia limited liability company, to apply for New Market Tax Credit (“NMTC”) allocations from the U.S. Department of Treasury’s Community Development Financial Institutions Fund. To promote development in economically distressed areas, the NMTC program was established under the Community Renewal Tax Relief Act of 2000 to provide tax incentives for capital investment in disadvantaged market areas that have not experienced economic expansion. The program establishes a tax credit for investment in a CDE and ongoing compliance with the program is accomplished through a governing board and an advisory board which maintains accountability to residents and businesses in the aforementioned disadvantaged areas. This CDE will be an intermediary vehicle for the provision of loans and investments in Low-Income Communities (“LICs”). In January 2022, the Community Development Financial Institutions Fund (“CDFI”) of the United States Department of the Treasury certified MainStreet Community Capital, LLC as a registered CDE. In December 2024, MainStreet Community Capital submitted an application to apply for the 2024 NMTC program allocation. Allocation awards are expected to be announced during the fourth quarter of 2025. The One Big Beautiful Bill signed into law on July 4, 2025, permanently extended the new market tax credit program.

Critical Accounting Policies

The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Accordingly, the financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. Critical accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the current period or in future periods.

Our critical accounting policies involving significant judgments and assumptions used in the preparation of the consolidated financial statements as of September 30, 2025, have remained unchanged since our Annual Report on Form 10-K for the year ended December 31, 2024 was filed, unless noted herein. Any changes are discussed under "Recently Adopted Accounting Developments" in Note 1 of the Notes to Consolidated Financial Statements.

Comparison of Statements of Income for the Three Months Ended September 30, 2025 and 2024

General

Total interest income decreased $1.1 million for the three months ended September 30, 2025 from the same period in 2024 . The decrease was primarily the result of a decrease in interest and fees on loans of $927,000 partly due to reversing accrued interest on a few non-accrual loans as well as changes in interest rates. Total interest expense decreased $2.9 million for the three months ended September 30, 2025 from the same period in 2024 due to fluctuations in deposit interest expense described below. Net interest inco me increased $1.8 million for the three months ended September 30, 2025 from the same period in 2024. The provision for credit losses was $144,000 for the three months ended September 30, 2025 compared to a provision for credit losses of $2.9 million for the three months ended September 30, 2024. Non-interest income increased $236,000 for the three months ended September 30, 2025 from the same period in 2024. The increase in non-interest income was primarily due to a $145,000 gain on retirement of subordinated debt and a $77,000 increase in other fee income during the three months ended September 30, 2025 . Non-interest expense decreased by $0.6 million for the three months ended September 30, 2025 compared to the same period in 2024 , primarily due to decreases in furniture and equipment, outside services, and other operating expenses. Net income increased $4.3 million to $4.5 million for the three months ended September 30, 2025 from $0.3 million for the three months ended September 30, 2024. The increase in net income was primarily driven by the increase in net interest income after provision for credit losses as well as a decrease in total non-interest expense.

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Interest Income

Total interest income decreased $1.1 million or 3.4% , to $32.5 million for the three months ended September 30, 2025 from $33.7 million for the three months ended September 30, 2024 , on a tax equivalent basis. The decrease was primarily the result of a decrease in interest and fees on loans of $927,000 . Total average interest-earning assets decreased $11.0 million, to $1.99 billion for the three months ended September 30, 2025 from $2.00 billion for the same period in 2024 primarily because of a decrease of $2.9 million in the average balance of loans and by a decrease of $5.7 million in the average balance of federal funds sold and interest bearing deposits at other financial institutions. These decreases were in addition to a $2.5 million decrease in the average balance of investment securities. The average yield on our interest-earning assets decreased 19 basis points to 6.47% for the three months ended September 30, 2025 as compared to 6.66% for the three months ended September 30, 2024 primarily due to market conditions. For the three months ended September 30, 2025 , the Company reversed $595,000 in accrued interest income in relation to loans placed on non-accrual, as compared to $984,000 for the three months ended September 30, 2024.

In terest and fees on loans decreased $927,000 , to $30.7 million for the three months ended September 30, 2025 from $31.6 million for the same period in 2024 . This was primarily due to the reversal of accrued interest of $595,000 on a small number of non-accrual loans as well as a 19 basis point decrease in the average loans yields , which was 6.75% for the three months ended September 30, 2025 compared to 6.94% for the three months ended September 30, 2024 . The average balance on loans was consistent for t he three months ended September 30, 2025 as compared to the three months ended September 30, 2024 .

Interest income on federal funds sold and interest-earning deposits decreased by $214,000 to $1.07 million for the three months ended September 30, 2025, from $1.29 million for the three months ended September 30, 2024. The average balance of interest-earning deposits and federal funds sold decreased $5.7 million to $100.9 million for the three months ended September 30, 2025 from $106.6 million for the same period in 2024. The average yield on federal funds sold and interest-earning deposits decreased to 4.21% for the three months ended September 30, 2025 from 4.78% for the same period in 2024.

Interest on investm ent securities was $777,000 for the thre e months ended September 30, 2025 and $769,000 for the three months ended September 30, 2024 on a fully tax-equivalent basis. Interest on investments in U.S. Government Agencies and U.S. Municipals was $334,000 for the three months ended September 30, 2025 and $358,000 for the three months ended September 30, 2024. Interest on mortgage-backed securities was $85,000 for the three months ended September 30, 2025 and September 30, 2024. Subordinated debt interest income increased by $45,000, or 44.6%, to $146,000 for the three months ended September 30, 2025, from $101,000 for the three months ended September 30, 2024. The average yield on taxable securities increased  39 basis points, to 3.28%  and the average yield on tax-exempt securities decreased 26 basis points, to 3.85% on a tax equivalent basis for the three months ended September 30, 2025, from 2.89% and 4.11%, respectively, for the same period in 2024. Due to the increase in average yield, interest on investment securities increased despite the average balance of investment securities decreasing by $2.5 million, to $87.9 million for the three months ended September 30, 2025, from $90.4 million for the three months ended September 30, 2024.

I nterest Expense

Total interest expense decreased $2.9 million to $15.4 million for the three months ended September 30, 2025 from $18.2 million for the three months ended September 30, 2024, primarily due to a $2.6 million decrease in interest expense on interest bearing deposits and a $273,000 decrease in total interest expense paid on borrowings.

Interest expense on deposits decreased $2.6 million to $14.5 million for the three months ended September 30, 2025 from $17.1 million for the three months ended September 30, 2024 primarily as a result of a decrease in cost of funds. The increase in average balance of interest-bearing deposits was $35.5 million to $1.48 billion during the three months ended September 30, 2025 as compared to $1.44 billion for the three months ended September 30, 2024. The increase  in the average balance of interest-bearing deposits was primarily a result of a $18.2 million increase in the average balance of money market deposit accounts, by a $12.9 million increase in the average balance of time deposits, and by a $58.2 million increase in the average balance of savings and NOW deposits. These increases were partially offset by a $53.9 million decrease in interest bearing demand deposits during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The average cost of interest-bearing deposits was 3.91% for the three months ended September 30, 2025, compared to 4.72% for the three months ended September 30, 2024. The average rate paid on money market deposits decreased 75 basis points to 3.95% for the three months ended September 30, 2025 from 4.70% for the three months ended September 30, 2024. The average rate paid on interest-bearing demand deposits decreased 129 basis points to 3.54% for the three months ended September 30, 2025 from 4.83% for the three months ended September 30, 2024 primarily due to the interest rate environment and our ability to reprice these deposits. The average rate paid on savings and NOW deposits increased 22 basis points to 1.55% for the three months ended September 30, 2025 from 1.33% for the three months ended September 30, 2024. The average cost of time deposits decreased by 69 basis points to 4.30% for the three months ended September 30, 2025 as compared to 4.99% for the three months ended September 30, 2024. The average balance of non-interest bearing demand deposits and other liabilities decreased $12.7 million to $355.6 million for the three months ended September 30, 2025 , compared to $368.3 million for the three months ended September 30, 2024 . The decrease was primarily the result of a decrease in the market value of our back-back loan swaps that are held in other liabilities. These swaps are more fully described in Note 4 of the consolidated financial statements.

Net Interest Income

Net interest income increased approximately $1.8 million, or 11.4%, to $17.2 million for the three months ended September 30, 2025 from $15.4 million for the three months ended September 30, 2024, on a tax equivalent basis, despite our net interest-earning assets decreasing $27.7 million to $445.1 million for the three months ended September 30, 2025 from $472.8 million for the three months ended September 30, 2024. The interest rate spread increased by 59 basis points to 2.53% for the three months ended September 30, 2025 from 1.94% for the three months ended September 30, 2024, on a tax equivalent basis. The net interest margin increased by 37 basis point from 3.05% for the three months ended September 30, 2024 to 3.42% for the three months ended September 30, 2025 on a tax equivalent basis. Refer to “Use of Certain Non-GAAP Financial Measures,” below, for a reconciliation of adjusted net interest margin.

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Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. All average balances are based on daily balances.

For the Three Months Ended September 30,

2025

2024

Average Balance

Interest Income/ Expense(6)

Yield/ Cost(5)(6)

Average Balance

Interest Income/ Expense(6)

Yield/ Cost(5)(6)

(Dollars in thousands)

Interest-earning assets:

Loans(1)

$ 1,805,016 $ 30,688 6.75 % $ 1,807,882 $ 31,615 6.94 %

Investment securities:

Taxable

52,680 435 3.28 % 54,523 397 2.89 %

Tax-exempt

35,260 342 3.85 % 35,881 372 4.11 %

Interest-bearing deposits at other financial institutions

1,037 11 4.21 % 692 10 5.73 %

Federal funds sold

99,896 1,060 4.21 % 105,949 1,275 4.77 %

Total interest-earning assets

$ 1,993,889 $ 32,536 6.47 % $ 2,004,927 $ 33,669 6.66 %

Non-interest-earning assets

125,605 121,201

Total assets

$ 2,119,494 $ 2,126,128

Interest-bearing liabilities:

Interest-bearing demand deposits

$ 120,112 $ 1,071 3.54 % $ 173,996 $ 2,117 4.83 %

Savings and NOW deposits

119,467 467 1.55 % 61,259 206 1.33 %

Money market deposits

463,948 4,623 3.95 % 445,730 5,277 4.70 %

Time deposits

772,176 8,369 4.30 % 759,247 9,543 4.99 %

Total interest-bearing deposits

$ 1,475,703 $ 14,530 3.91 % $ 1,440,232 $ 17,143 4.72 %

Federal funds purchased

2,338 28 4.75 % 19,001 277 5.78 %

Subordinated debt, net

70,793 804 4.51 % 72,901 828 4.51 %

Total interest-bearing liabilities

$ 1,548,834 $ 15,362 3.94 % $ 1,532,134 $ 18,248 4.73 %

Non-interest-bearing liabilities:

Demand deposits and other liabilities

355,621 368,349

Total liabilities

$ 1,904,455 $ 1,900,483

Stockholders’ equity

215,039 225,645

Total liabilities and stockholders’ equity

$ 2,119,494 $ 2,126,128

Net interest income

$ 17,174 $ 15,421

Interest rate spread(2)

2.53 % 1.94 %

Net interest-earning assets(3)

$ 445,055 $ 472,793

Net interest margin(4)

3.42 % 3.05 %

Average interest-earning assets to average interest-bearing liabilities

128.7 % 130.9 %

(1)

Includes loans classified as non-accrual.

(2)

Interest rate spread represents the difference between the average yield on average interest–earning assets and the average cost of average interest-bearing liabilities.

(3)

Net interest earning assets represent total average interest–earning assets less average interest–bearing liabilities.

(4)

Net interest margin represents net interest income divided by total average interest-earning assets.

(5) Annualized.

(6)

Income and yields for all periods presented are reported on a fully tax-equivalent basis using the federal statutory tax rate of 21%. Refer to “Use of Certain Non-GAAP Financial Measures.”

33

Rate/ Volume Analysis

The following table presents the effects of changing rates and volumes on net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior average volume). The volume column shows the effects attributable to changes in volume (changes in average volume multiplied by prior rate). Changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately. The Total Increase (Decrease) column represents the sum of the prior columns.

For the Three Months Ended

September 30, 2025 and 2024

Increase (Decrease) Due to

Total Increase

Volume

Rate

(Decrease)

(Dollars in thousands)

Interest-earning assets:

Loans

$ (51 ) $ (876 ) $ (927 )

Investment securities

(21 ) 29 8

Interest-bearing deposits at other financial institutions

15 (14 ) 1

Federal funds sold

(70 ) (145 ) (215 )

Total interest-earning assets

(127 ) (1,006 ) (1,133 )

Interest-bearing liabilities:

Interest-bearing demand deposits

(562 ) (484 ) (1,046 )

Savings and NOW accounts

222 39 261

Money market deposits

1,230 (1,884 ) (654 )

Time deposits

1,020 (2,194 ) (1,174 )

Total interest-bearing deposits

1,910 (4,523 ) (2,613 )

Federal funds purchased

(207 ) (42 ) (249 )

Subordinated debt, net

(24 ) (24 )

Total interest-bearing liabilities

1,679 (4,565 ) (2,886 )

Change in net interest income

$ (1,806 ) $ 3,559 $ 1,753

Provision for Credit Losses

Management believes that the allowance for credit losses recorded for the period ended September 30, 2025 reflects a balance sufficient to provide for each allowance segment, using objective data and information available to us at this time in evaluating our standard analysis of local/national economic data, changes in underwriting quality, portfolio concentrations, experience of lending team, credit quality and supportable forecasts. We will continuously review the credit portfolio to determine the depth and breadth of potential credit losses. As we obtain additional information and to more accurately assess the full nature and extent of any elevated risk to the credit portfolio that may arise, additional provision expenses may be required.

The provision for credit losses, which is an operating expense, is maintained to ensure that the allowance for credit losses is maintained at levels we consider necessary and appropriate to absorb expected credit losses as of the balance sheet date. In determining the level of the allowance for credit losses on loans and off-balance sheet credit exposure, we consider past and current loss experience, evaluations of real estate collateral, current and future economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of non-performing loans. The amount of the allowance is based on estimates, and actual losses may vary from such estimates as more information becomes available over time or economic conditions change. This evaluation is inherently subjective, as it requires estimates and assumptions that are susceptible to significant revision as circumstances change or as more information becomes available. The allowance for credit losses is assessed monthly and provisions are made for credit losses as required in order to maintain the overall allowance.

The recovery of credit losses on loa ns was $66,000 for th e three months ended September 30, 2025 compared to a provision for credit losses on loans of $3,125,000 for the three months ended September 30, 2024 .  This is primarily due to a decrease in loans charged off during the three months ended September 30, 2025 which equated to $235,000, compared to t he three months ended September 30, 2024 of $1.9 million. Additionally, the loan portfolio mix impacted the calculation of the provision for credit losses as the Company focused on diversifying its concentrations. Loan originations, which totaled appr oximately $60.0 million for t he three months ended September 30, 2024 increased $22.3 million to $82.3 million for the three months ended September 30, 2025. Non-performing loans were $23.4 million at September 30, 2025 . 60% of this balance is attributable to two relationships and the remaining 40% are confined to six relationships that experienced liquidity constraints. The Company is proactive in identifying any potential issues and acts decisively when believed to be prudent. Pa st due loans excluding non-performing loan s, increased to $25.4 million as of September 30, 2025 compared to $11,000 as of September 30, 2024 . The increase in pas t due loans was isolated to a limited number of borrowers and was primarily due to timing of payments received rather than deteriorating credit, and therefore, did not significantly impact the allowance for credit losses on loans as of September 30, 2025 . We continue to proactively work with our borrowers to find positive solutions.

The provision for credit losses on off-balance sheet credit exposure was $210,000 for the three months ended September 30, 2025 compared to a recovery of credit losses of $212,000 for the three months ended September 30, 2024 . The increase in the provision for off-balance sheet credit exposure was primarily related to the decrease in outstanding balances of our revolving lines of credit. As revolving lines of credit were paid down by borrowers, the total unfunded commitments increased causing an increase in the provision for credit losses on off-balance sheet credit exposure.

As of September 30, 2025 , criticized loans increased $47.4 million and classified loans decreased $22.9 million when compared to September 30, 2024 , to a balance of $93.2 million and $54.7 million, respectively. Approximately $35.4 million of loans were sold at par during the three months ended September 30, 2025 . The increase in criticized loans and the sale of these loans did not have a significant impact on the allowance for credit losses on loans. Additionally, as interest rates have risen significantly since March 2022 and largely sustained despite recent rate cuts, management believes in taking a proactive approach to risk management in the loan portfolio, particularly as credits are due to reprice in a new rate environment. The Company routinely charges off potential exposure as identified, and identifies and executes the best course of action to minimize any further loss exposure. D uring the three months ended September 30, 2025, there w ere $235,000 charge-offs incurred and recoveries of $75,000 were received. D uring the three months ended September 30, 2024, there w ere $1,907,000 charge-offs incurred and recoveries of $11,000 were received.

34

Non-Interest Income

Non-interest income increased $236,000 , or 26.6% , to $1.1 million for the three months ended September 30, 2025 from $886,000 for the three months ended September 30, 2024 . The increase in non-interest income was primarily due to a $145,000 gain on retirement of subordinated debt and a $77,000 increase in other fee income during the three months ended September 30, 2025 . The Company continues to focus on increasing non-interest income as it continues to add services that strategically benefit our customers.

Non-Interest Expense

Non-interest expense decreased $0.6 million, or 4.2% , to $12.7 million for the three months ended September 30, 2025 , from $13.2 million for the three months ended September 30, 2024 primarily because of continued expense management efforts across the Company. Furniture and equipment expenses decreased approximately $132,000 to $0.8 million for the three months ended September 30, 2025, from $931,000 for the three months ended September 30, 2024. Outside services, which includes professional fees for attorneys, accountants, consultants, and cloud services, increased $0.2 to $0.6 million for the three months ended September 30, 2025, from $0.8 for the three months ended September 30, 2024. Other operating expenses decreased approximately  $589,000 to $1.2 million for the three months ended September 30, 2025, from $1.8 for the three months ended September 30, 2024, due to diligent cost cutting measures. Offsetting these decreases, FDIC insurance expense increased $230,000 to $560,000 for the three months ended September 30, 2025 , from $330,000 for the three months ended September 30, 2024 . This increase was due to the significant deposit growth the Company experienced at the beginning of the year. Data processing increased approximately $47,000 to $375,000 for the three months ended September 30, 2025, from $328,000 for the three months ended September 30, 2024.

Income Tax Expense

Income tax e xpense increased $1.1 million or 633.3% , to $0.9 million for the three months ended September 30, 2025 from a tax benefit of $168,000 for the three months ended September 30, 2024 . The increase in federal income tax expense for the three months ended September 30, 2025 compared to the same period a year ago was driven by the increase in income before income taxes of $5.3 million, to income before income tax of $5.4 million for the three months ended September 30, 2025 compared to income before income tax expense of $0.1 million for the same period in the prior year. The Company accrues taxes based on an estimated tax rate basis using inputs and assumptions about pre-tax income. As the inputs and assumptions change, the estimated tax accruals will change throughout the year.  The Company also invests in projects that have tax credit benefits in order to help reduce its overall tax liability, timing of these tax credits are layered into our overall assessment. As a result of expanding its footprint, the Company has included assessments in income tax expense for potential state tax liabilities which totaled $137,000 for the three months ended September 30, 2025 and $4,000 for the three months ended September 30, 2024. For the three months ended September 30, 2025 , the Company had an effective income tax expense rate of 16.55% , compared to an effective income tax benefit for the three months ended September 30, 2024 .

Comparison of Statements of Income for th e Nine Months Ended September 30, 2025 and 2024

General

Total interest income increased $0.2 million for the nine months ended September 30, 2025 from the same period in 2024 . The increase was primarily the result of an increase in interest and fees on loans of $0.4 million, which increased overall despite $827,000 of non-recurring interest reversed for loans placed on non-accrual throughout the year. Total interest expense decreased $5.7 million for the nine months ended September 30, 2025 from the same period in 2024 due to fluctuations in deposit interest expense described below. Net interest income increased $5.9 million for the nine months ended September 30, 2025 from the same period in 2024 . The recovery of credit losses was $398,000 for the nine months ended September 30, 2025 compared to a provision for credit losses of $3,356,000 for the nine months ended September 30, 2024 . This decrease in provision for credit losses was primarily attributable to the minimal amount of loans charged off during 2025 and its corresponding impact on our credit for loan loss allowance. Non-interest income increased $680,000 for the nine months ended September 30, 2025 from the same period in 2024 . The increase in non-interest income was primarily due to a $273,000 gain on retirement of subordinated debt and a $109,000 increase in deposit account service charges. Non-interest expense increased by $3.2 million for the nine months ended September 30, 2025 compared to the same period in 2024, primarily due to normal growth, an increase of $780,000 in FDIC insurance expense and costs associated with exiting the BaaS line of business. Net income increased $5.4 million to $11.6 million for the nine months ended September 30, 2025 from $6.2 million for the nine months ended September 30, 2024 . The increase in net income was primarily impacted by the increase in net interest income after provision for credit losses.

35

Interest Income

Total interest income increased $0.2 million, or 0.2% , to $99.9 million for the nine months ended September 30, 2025 from $99.7 million for the nine months ended September 30, 2024 , on a tax equivalent basis. The increase was primarily the result of an increase in interest and fees on loans of $0.4 million. Total average interest-earning assets increased $56.2 million, to $2.02 billion for the nine months ended September 30, 2025 from $1.96 billion for the same period in 2024 primarily because of an increase of $47.7 million in the average balance of loans and by an increase of $12.4 million in the average balance of federal funds sold and interest bearing deposits at other financial institutions. These increases were offset by a $3.9 million decrease in the average balance of investment securities. The average yield on our interest-earning assets decreased 17 basis points to 6.63% for the nine months ended September 30, 2025 as compared to 6.80% for the nine months ended September 30, 2024 primarily due to market conditions.

Interest and fees on loans increased $0.4 million, to $94.2 million for the nine months ended September 30, 2025 from $93.9 million for the same period in 2024 . This was primarily due to an increase in the average loans outstanding of $47.7 million, which increased to $1.82 billion for the nine months ended September 30, 2025 from $1.77 billion for the nine months ended September 30, 2024 . Offsetting the growth in average loan balances, the average yield on loans decreased 16 basis points, or 2.2% , for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024 .

Interest income on federal funds sold and interest-earning deposits decreased by $164,000 to $3.39 million for the nine months ended September 30, 2025 , from $3.55 million for the nine months ended September 30, 2024 . The average balance of interest-earning deposits and federal funds sold increased $12.4 million to $106.9 million for the nine months ended September 30, 2025 from $94.6 million for the same period in 2024 . The average yield decreased to 4.23% for the nine months ended September 30, 2025 from 5.02% for the same period in 2024 .

Interest on investment securities decreased by $10,000 to $2.30 million for the nine months ended September 30, 2025 from $2.31 million for the nine months ended September 30, 2024 on a fully tax-equivalent basis. Interest on investments in U.S. Government Agencies and U.S. Municipals was $992,000 for the nine months ended September 30, 2025 and $1,024,000 for the six months ended September 30, 2024 . Interest on mortgage-backed securities decreased by $16,000 or 5.7% , to $265,000 for the nine months ended September 30, 2025 , from $281,000 for the nine months ended September 30, 2024 . Subordinated debt interest income increased by $47,000 , or 12.9% , to $412,000 for the nine months ended September 30, 2025 , from $365,000 for the nine months ended September 30, 2024 . The average yield on taxable securities increased 21 basis points, to 3.25% and the average yield on tax-exempt securities remained consistent at 3.84% on a tax equivalent basis for the nine months ended September 30, 2025 when compared to the same period in 2024. Despite the increase in average yield, interest on investment securities decreased given that the average balance of investment securities decreased by $3.9 million, to $88.2 million for the nine months ended September 30, 2025 , from $92.1 million for the nine months ended September 30, 2024 .

I nterest Expense

Total interest expense decreased $5.7 million, to $47.3 million for the nine months ended September 30, 2025 from $53.0 million for the nine months ended September 30, 2024 , primarily due to a $5.1 million decrease in interest expense on interest bearing deposits and a $581,000 decrease in total interest expense paid on borrowings.

Interest expense on deposits decreased $5.1 million to $44.8 million for the nine months ended September 30, 2025 from $49.9 million for the nine months ended September 30, 2024 primarily as a result of a decrease in cost of funds. The average balance of interest-bearing deposits increased $103.9 million to $1.50 billion during the nine months ended September 30, 2025 as compared to $1.39 billion for the nine months ended September 30, 2024 . The increase in the average balance of interest-bearing deposits was primarily a result of a $45.7 million increase in the average balance of money market deposit accounts, a $57.2 million increase in the average balance of time deposits, and a $51.2 million increase in the average balance of savings and NOW deposits. These increases were partially offset by a $50.2 million decrease in interest bearing demand deposits during the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The average cost of interest-bearing deposits was 4.01% for the nine months ended September 30, 2025 , compared to 4.79% for the nine months ended September 30, 2024 . The average rate paid on money market deposits decreased 79 basis points to 3.96% for the nine months ended September 30, 2025 from 4.75% for the nine months ended September 30, 2024 . The average rate paid on interest-bearing demand deposits decreased 127 basis points to 3.66% for the nine months ended September 30, 2025 from 4.93% for the nine months ended September 30, 2024 primarily due to the interest rate environment. The average cost of time deposits decreased by 60 basis points to 4.42% for the nine months ended September 30, 2025 as compared to 5.02% for the nine months ended September 30, 2024 . The average balance of non-interest bearing demand deposits and other liabilities decreased $28.0 million to $354.6 million for the nine months ended September 30, 2025 , compared to $382.6 million for the nine months ended September 30, 2024 . The decrease was primarily the result of depositors looking for higher yielding products and market competition.

Net Interest Income

Net interest income increased approximately $5.9 million, or 12.5% , to $52.6 million for the nine months ended September 30, 2025 from $46.8 million for the nine months ended September 30, 2024 , on a tax equivalent basis, despite a decrease in our net interest-earning assets of $34.9 million to $446.3 million for the nine months ended September 30, 2025 from $481.2 million for the nine months ended September 30, 2024 . The interest rate spread increased by 59 basis points to 2.60% for the nine months ended September 30, 2025 from 2.01% for the nine months ended September 30, 2024 , on a tax equivalent basis. The net interest margin increased by 30 basis point from 3.19% for the nine months ended September 30, 2024 to 3.49% for the nine months ended September 30, 2025 on a tax equivalent basis. Refer to “Use of Certain Non-GAAP Financial Measures,” below, for a reconciliation of adjusted net interest margin.

36

Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. All average balances are based on daily balances.

For the Nine Months Ended September 30,

2025

2024

Average Balance

Interest Income/ Expense (6)

Yield/ Cost(5)(6)

Average Balance

Interest Income/ Expense(6)

Yield/ Cost(5)(6)

(Dollars in thousands)

Interest-earning assets:

Loans(1)

$ 1,820,771 $ 94,242 6.92 % $ 1,773,050 $ 93,852 7.08 %

Investment securities:

Taxable

52,926 1,285 3.25 % 55,478 1,262 3.04 %

Tax-exempt

35,298 1,013 3.84 % 36,670 1,053 3.84 %

Interest-bearing deposits at other financial institutions

1,274 44 4.62 % 662 27 5.45 %

Federal funds sold

105,674 3,342 4.23 % 93,931 3,523 5.01 %

Total interest-earning assets

$ 2,015,943 $ 99,926 6.63 % $ 1,959,791 $ 99,717 6.80 %

Non-interest-earning assets

119,819 125,068

Total assets

$ 2,135,762 $ 2,084,859

Interest-bearing liabilities:

Interest-bearing demand deposits

$ 113,969 $ 3,123 3.66 % $ 164,192 $ 6,049 4.93 %

Savings and NOW deposits

102,349 1,079 1.41 % 51,119 553 1.45 %

Money market deposits

493,366 14,606 3.96 % 447,668 15,911 4.75 %

Time deposits

785,685 25,994 4.42 % 728,459 27,361 5.02 %

Total interest-bearing deposits

$ 1,495,369 $ 44,802 4.01 % $ 1,391,438 $ 49,874 4.79 %

Federal funds purchased

2,638 93 4.71 % 13,279 575 5.79 %

Federal Home Loan Bank advances

1,095 46 5.62 %

Subordinated debt

71,670 2,415 4.51 % 72,802 2,468 4.53 %

Total interest-bearing liabilities

$ 1,569,677 $ 47,310 4.03 % $ 1,478,614 $ 52,963 4.79 %

Non-interest-bearing liabilities:

Demand deposits and other liabilities

354,635 382,591

Total liabilities

$ 1,924,312 $ 1,861,205

Stockholders’ Equity

211,450 223,654

Total liabilities and stockholders’ equity

$ 2,135,762 $ 2,084,859

Net interest income

$ 52,616 $ 46,754

Interest rate spread(2)

2.60 % 2.01 %

Net interest-earning assets(3)

$ 446,266 $ 481,177

Net interest margin(4)

3.49 % 3.19 %

Average interest-earning assets to average interest-bearing liabilities

128.43 % 132.54 %

(1)

Includes loans classified as non-accrual.

(2)

Interest rate spread represents the difference between the average yield on average interest–earning assets and the average cost of average interest-bearing liabilities.

(3)

Net interest earning assets represent total average interest–earning assets less average interest–bearing liabilities.

(4)

Net interest margin represents net interest income divided by total average interest-earning assets.

(5) Annualized.

(6)

Income and yields for all periods presented are reported on a fully tax-equivalent basis using the federal statutory tax rate of 21%. Refer to “Use of Certain Non-GAAP Financial Measures.”

37

Rate/ Volume Analysis

The following table presents the effects of changing rates and volumes on net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior average volume). The volume column shows the effects attributable to changes in volume (changes in average volume multiplied by prior rate). Changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately. The Total Increase (Decrease) column represents the sum of the prior columns.

For the Nine Months Ended

September 30, 2025 and 2024

Increase (Decrease) Due to

Total Increase

Volume

Rate

(Decrease)

(In thousands)

Interest-earning assets:

Loans

$ 3,296 $ (2,906 ) $ 390

Investment securities

(101 ) 84 (17 )

Interest-bearing deposits at other financial institutions

23 (6 ) 17

Federal funds sold

573 (754 ) (181 )

Total interest-earning assets

3,791 (3,582 ) 209

Interest-bearing liabilities:

Interest-bearing demand deposits

(1,588 ) (1,338 ) (2,926 )

Savings and NOW accounts

551 (25 ) 526

Money market deposit accounts

2,194 (3,499 ) (1,305 )

Time deposits

2,925 (4,292 ) (1,367 )

Total interest-bearing deposits

4,082 (9,154 ) (5,072 )

Federal funds purchased

(391 ) (91 ) (482 )

Federal Home Loan Bank advances

(23 ) (23 ) (46 )

Subordinated debt

(41 ) (12 ) (53 )

Total interest-bearing liabilities

3,627 (9,280 ) (5,653 )

Change in net interest income

$ 164 $ 5,698 $ 5,862

Provision for Credit Losses

Management believes that the allowance for credit losses recorded for the period ended September 30, 2025 reflects a balance sufficient to provide for each allowance segment, using objective data and information available to us at this time in evaluating our standard analysis of local/national economic data, changes in underwriting quality, portfolio concentrations, experience of lending team, credit quality and supportable forecasts. We will continuously review the credit portfolio to determine the depth and breadth of potential credit losses. As we obtain additional information and to more accurately assess the full nature and extent of elevated risk to the credit portfolio that may arise, additional provision expenses may be required.

The provision for credit losses, which is an operating expense, is maintained to ensure that the allowance for credit losses is maintained at levels we consider necessary and appropriate to absorb expected credit losses as of the balance sheet date. In determining the level of the allowance for credit losses on loans and off-balance sheet credit exposure, we consider past and current loss experience, evaluations of real estate collateral, current and future economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of non-performing loans. The amount of the allowance is based on estimates, and actual losses may vary from such estimates as more information becomes available over time or economic conditions change. This evaluation is inherently subjective, as it requires estimates and assumptions that are susceptible to significant revision as circumstances change or as more information becomes available. The allowance for credit losses is assessed monthly and provisions are made for credit losses as required in order to maintain the ove rall allowance.

The recovery of credit losses on loans was $593,000 for the nine months ended September 30, 2025 compared to a provision for credit losses on loans of $4.2 million for the nine months ended September 30, 2024 . This is primarily due to reduction in net charge-offs of $2.4 million for the nine months ended September 30, 2025 compared to the similar period in 2024. Loan originations, which totaled approximately $147.6 million for the nine months ended September 30, 2024 increased $22.2 million to $169.8 million for the nine months ended September 30, 2025 . The loan growth is diversified within the portfolio, which had a positive impact on the allowance for credit losses.

The provision for credit losses on off-balance sheet credit exposure was $195,000 for the nine months ended September 30, 2025 compared to a recovery of credit losses of $864,000 for the nine months ended September 30, 2024 . The provision for off-balance sheet credit exposure was primarily related to the utilization of revolving lines of credit. As revolving lines of credit were paid down by borrowers, the total unfunded commitments increased causing an increase in the provision for credit losses on off-balance sheet credit exposure.

As of September 30, 2025 , criticized loans increased $7.9 million and classified loans decreased $2.7 million when compared to December 31, 2024, to a balance of $93.2 million and $54.7 million, respectively.

Criticized loans have increased by $47.4 million and classified loans decreased $22.9 million respectively as of September 30, 2025 compared to the same period in 2024 . Approximately 75% of the classified loan balances are related to two relationships. Both of these relationships are included in our individually analyzed credits quarterly and show that they are well collateralized. We continue to work proactively with our borrowers for positive resolutions.  Approximately 25% of classified loans are made up of smaller credits that have been either placed on non-accrual or the Company is monitoring closely to be able to assess repayment. The increase in criticized loans since September 30, 2024 was considered in the determination of the allowance for credit losses as of September 30, 2025. A s interest rates have risen significantly since March 2022 and largely been sustained despite recent rate cuts, management believes in taking a proactive approach to risk management in the loan portfolio, particularly as credits are due to reprice in a new rate environment. The Company routinely charges off potential exposure as identified, and identifies and executes the best course of action to minimize any further loss exposure. During the nine months ended September 30, 2025 , there were $857,000 charge-offs incurred and recoveries of $831,000 were received. During the nine months ended September 30, 2024 , there were $2.4 million in charge-offs incurred and recoveries of $19,000 were received.

38

Non-Interest Income

Non-interest income increased $680,000 , or 27.8% , to $3.1 million for the nine months ended September 30, 2025 from $2.4 million for the nine months ended September 30, 2024 . The increase in non-interest income was primarily due to a $273,000 gain on retirement of subordinated debt and a $109,000 increase in deposit account service charges. The Company continues to focus on increasing non-interest income as it continues to add services that strategically benefit our customers.

Non-Interest Expense

Non-interest expense increased $3.2 million, or 8.3% , to $41.7 million for the nine months ended September 30, 2025 , from $38.5 million for the nine months ended September 30, 2024 primarily because of an increase in salaries and employee benefits of $1.8 million. N on-recurring severance costs were incurred as reductions were made during the nine months ended September 30, 2025 related to the Company's decision to pivot away from certain operating BaaS services, causing salaries and benefits to increase. Furniture and equipment expenses increased approximately $151,000 to $3.0 million for the nine months ended September 30, 2025 , from $2.8 million for the nine months ended September 30, 2024 . Outside services, which includes professional fees for attorneys, accountants, consultants, and cloud services, increased $630,000 to $3.1 million for the nine months ended September 30, 2025 , from $2.5 million for the nine months ended September 30, 2024 . This increase is driven by the acceleration of costs related to contract cancelation from the Company's decision to pivot away from certain operating BaaS services. FDIC insurance expense increased $780,000 to $1.8 million for the nine months ended September 30, 2025 , from $990,000 for the nine months ended September 30, 2024 due to significant deposit growth earlier in the year, as those deposits were temporary, we expect this expense to return to previous levels. Data processing increased approximately $140,000 to $1,094,000 for the nine months ended September 30, 2025 , from $954,000 for the nine months ended September 30, 2024 . Offsetting these increases, other operating expenses decreased $133,000 , or 3.4% , to $3.8 million for the nine months ended September 30, 2025 , from $3.9 million for the nine months ended September 30, 2024 primarily due to expense management controls executed by the Company. Additionally there was a decrease in occupancy expenses of $143,000 , or 11.4% , to $1,114,000 for the nine months ended September 30, 2025 from $1,257,000 for the nine months ended September 30, 2024 .

Income Tax Expense

Income tax expense increased $1,741,000 or 193.4% , to $2.6 million for the nine months ended September 30, 2025 from $0.9 million for the nine months ended September 30, 2024 . The increase in federal income tax expense for the nine months ended September 30, 2025 compared to the same period a year ago was driven by the increase in income before income taxes of $7.1 million, to income before income tax of $14.2 million for the nine months ended September 30, 2025 compared to income before income tax expense of $7.1 million for the same period in the prior year. The Company accrues taxes based on an estimated tax rate basis using inputs and assumptions about pre-tax income. As the inputs and assumptions change, the estimated tax accruals will change throughout the year.  The Company also invests in projects that have tax credit benefits in order to help reduce its overall tax liability, timing of these tax credits are layered into our overall assessment. As a result of expanding its footprint, the Company has included assessments in income tax expense for potential state tax liabilities which totaled $361,000 for the nine months ended September 30, 2025 and $185,000 for the nine months ended September 30, 2024. For the nine months ended September 30, 2025 , the Company had an effective income tax expense rate of 18.60% , compared to an effective income tax expense rate of 12.70% for the nine months ended September 30, 2024 .

Comparison of Statements of Financial Condition at September 30, 2025 and December 31, 2024

Total As sets

Total assets decreased $103.3 million, or 4.6% , to $2.12 billion at September 30, 2025 from $2.23 billion at December 31, 2024 . The decrease was primarily the result of a decrease in cash and cash equivalents of $80.4 million as of September 30, 2025 , a decrease in net loans of $22.3 million as of September 30, 2025 , and a decrease of $7.9 million in other assets, due to a decline in the fair value of the interest rate loan swaps discussed in Note 4 of the Notes to the Consolidated Financial Statements. These decreases were offset by an increase of $2.3 million in other receivables and an increase of $3.2 million property held for sale as discussed in Note 8.

Investment Securities

Investment securities increased $806,000 , or 1.1% , from $71.8 million at December 31, 2024 to $72.6 million at September 30, 2025 . The increase was primarily due to purchases of $3.7 million available-for-sale securities and were offset by calls and maturities of the held-to-maturity securities. At September 30, 2025 , our held-to-maturity portion of the securities portfolio, at amortized cost, was $14.3 million, and our available-for-sale portion of the securities portfolio, at fair value, was $58.3 million compared to our held-to-maturity portion of the securities portfolio of $16.1 million and our available-for-sale portion of the securities portfolio of $55.7 million at December 31, 2024 .

Net Loans

Net loans decreased $22.3 million, or 1.2% , to $1.79 billion at September 30, 2025 from $1.81 billion at December 31, 2024 . Residential real estate loans decreased $27.9 million, or 6.3% , to $411.6 million at September 30, 2025 from $439.5 million at December 31, 2024 . Commercial real estate loans increased by $82.9 million from $898.2 million at December 31, 2024 to $981.1 million at September 30, 2025 . Commercial and industrial loans increased by $2.8 million from $102.4 million at December 31, 2024 to $105.2 million at September 30, 2025 .  Construction and land development loans decreased $81.1 million to $312.3 million at September 30, 2025 from $393.4 million at December 31, 2024 . Consumer loans decreased by $370,000 from $1.6 million at December 31, 2024 to $1.2 million at September 30, 2025 . The decrease in consumer loans is primarily a result of management’s decision to let the indirect lending portfolio amortize off the balance sheet.

39

A significant portion of the loan portfolio consists of commercial, construction, and commercial real estate loans, primarily made in the Washington, D.C. metropolitan area and secured by real estate or other collateral in that market. Although these loans are made to a diversified pool of unrelated borrowers across numerous businesses, adverse developments in the Washington, D.C. metropolitan real estate market could have an adverse impact on this portfolio of loans and the Company’s income and financial position. While our basic market area is the Washington, D.C. metropolitan area, the Bank has made loans outside that market area where the applicant is an existing customer, and the nature and quality of such loans was consistent with the Company's lending policies.

The federal banking Agencies issued guidance in 2006 which addresses institutions with increased concentrations of commercial real estate (CRE) loans.  The guidance does not establish specific CRE lending limits; rather, it promotes sound risk management practices and appropriate levels of capital that will enable institutions to continue to pursue CRE lending in a safe and sound manner.  In developing this guidance, the Agencies recognized that different types of CRE lending present different levels of risk, and that consideration should be given to the lower risk profiles and historically superior performance of certain types of CRE, such as well-structured multifamily housing finance, when compared to others, such as speculative office space construction. As discussed under “CRE Concentration Assessments,” institutions are encouraged to segment their CRE portfolios to acknowledge these distinctions for risk management purposes. The guidance focuses on those CRE loans for which the cash flow from the real estate is the primary source of repayment rather than loans to a borrower for which real estate collateral is taken as a secondary source of repayment or through an abundance of caution. Thus, for the purposes of the guidance, CRE loans include those loans with risk profiles sensitive to the condition of the general CRE market (for example, market demand, changes in capitalization rates, vacancy rates, or rents). CRE loans are land development and construction loans (including 1- to 4-family residential and commercial construction loans) and other land loans. CRE loans also include loans secured by multifamily property, and nonfarm nonresidential property where the primary source of repayment is derived from rental income associated with the property (that is, loans for which 50 percent or more of the source of repayment comes from third party, nonaffiliated, rental income) or the proceeds of the sale, refinancing, or permanent financing of the property. Excluded from the scope of this Guidance are loans secured by nonfarm nonresidential properties where the primary source of repayment is the cash flow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property.

As part of their ongoing supervisory monitoring processes, the Agencies use certain criteria to identify institutions that are potentially exposed to significant CRE concentration risk. An institution that has experienced rapid growth in CRE lending, has notable exposure to a specific type of CRE, or is approaching or exceeds the following supervisory criteria may be identified for further supervisory analysis of the level and nature of its CRE concentration risk:

1.

Total reported loans for construction, land development, and other land represent 100 percent or more of the institution’s total risk-based capital; or

2.

Total commercial real estate loans as defined in this guidance represent 300 percent or more of the institution’s total risk-based capital, and the outstanding balance of the institution’s commercial real estate loan portfolio has increased by 50 percent or more during the prior 36 months.

The Agencies use the criteria as a preliminary step to identify institutions that may have CRE concentration risk. Because regulatory reports capture a broad range of CRE loans with varying risk characteristics, the supervisory monitoring criteria do not constitute limits on an institution’s lending activity but rather serve as high-level indicators to identify institutions potentially exposed to CRE concentration risk.

The Company holds a concentration in commercial real estate loans. As of September 30, 2025, construction, land development and other land loans r epresented 102.6% of consolidated risk-based capital. Total commercial real estate loans as defined by the Agency guidance represented 356.0% of consolidated risk-based capital. During the prior 36 months, the Company has experienced an increase in its commercial real estate portfolio by 63.6% .

The management team has extensive experience in underwriting commercial real estate loans and has implemented and continues to maintain heightened risk management procedures and strong underwriting criteria with respect to its commercial real estate portfolio. The Board of Directors has established internal maximum limits on CRE to better manage and control the exposure to property classes during periods of changing economic conditions. The Board of Directors also has minimum targets for regulatory capital ratios that are in excess of well capitalized ratios.

Our risk management process begins with a robust underwriting program. The underwriting and risk rating of all loans is completed by an underwriting team that is independent of the originating lender(s). The underwriting analysis of commercial real estate loans includes pre-origination stress testing utilizing the portfolio stress testing methods to fully understand the potential exposure before we originate the credit. Once originated, each loan receives ongoing quarterly stress tests to evaluate the risk profile over the life of the credit.

We stress test earning assets on a quarterly basis and measure the results against the Bank's risk-based capital. For commercial loans, residential real estate loans, owner-occupied commercial real estate loans and consumer installment loans, we multiply the total outstanding amount for each loan category by our highest quarter historical loss for that category as a surrogate in order to calculate a stressed loss.

40

For our non-owner occupied commercial real estate loans, we use three separate methodologies in our stress test. If a property fails more than one of the three tests, we extend the test with the highest exposure value and add an additional 10% for selling costs.

An immediate and sustained 3.0% increase in interest rates,

An immediate and sustained 5.0% increase in vacancy rates, and

An immediate and sustained 2.0% change in the capitalization rate, or “cap rate.”

We stress test the construction lending portfolio by applying exponential discounting (using a "k factor" of 2) to each project based upon its percentage of completion. The project is stressed using the as-is and as-complete appraised values and assumes 10% selling costs.

For all other loans, we utilize the Bank's historic loss rates or if not available, the average loss rates of FFIEC Uniform Bank Performance Report Group 4 banks, for bank owned life insurance we utilize default rates from S&P Global ratings, and for securities we obtain an independent fair market value and if it is less than the book value, we subtract the fair market value from the book value to determine the stress loss. The following table shows the Company's earning assets and the results of the stress test performed for the periods indicated.

September 30, 2025

Outstanding Balance

Stress Test Results (1)

Stressed Loss Percent

(Dollars in thousands)

Earning Asset Component

Construction and land development

$ 312,318 $ (5,552 ) (1.78 )%

Non-Owner Occupied CRE (2)

771,223 (14,725 ) (1.91 )%

All Other Loans

727,881 (22,064 ) (3.03 )%

AFS Securities, at amortized cost

66,682 (6,421 ) (9.63 )%

HTM Securities

14,293 (58 ) (0.41 )%

Swap Portfolio

Bank Owned Life Insurance

40,433

Total

$ 1,932,830 $ (48,820 ) (2.53 )%

(1) Net tax effective loss at the statutory rate of 21%
(2) Non-Owner Occupied CRE includes call codes 1E2 and 1D

December 31, 2024

Outstanding Balance

Stress Test Results (1)

Stressed Loss Percent

(Dollars in thousands)

Earning Asset Component

Construction and land development

$ 393,385 $ (5,625 ) (1.43 )%

Non-Owner Occupied CRE (2)

760,676 (10,844 ) (1.43 )%

All Other Loans

680,937 (21,312 ) (3.13 )%

AFS Securities, at amortized cost

65,760 (7,711 ) (11.73 )%

HTM Securities

16,078 (169 ) (1.05 )%

Swap Portfolio

Bank Owned Life Insurance

39,507 (39 ) (0.10 )%

Total

$ 1,956,343 $ (45,700 ) (2.34 )%

(1) Net tax effective loss at the statutory rate of 21%
(2) Non-Owner Occupied CRE includes call codes 1E2 and 1D

41

The total estimated stress test loss is deducted from capital and we recalculate the capital ratios. As shown in the tables below, as of September 30, 2025 and December 31, 2024, the post-stress capital ratios well exceed our Board target ratios as well as Agency minimums (with buffer). For Non-Owner Occupied CRE & Multifamily the stress test is bifurcated with a low-end loss estimate and high-end estimate. The Low Estimate produces loss amounts for loans that are flagged for default (per the model) and floors the loss amount at zero. The High Estimate executes similar to the low estimate but floors the Loss-Given-Default rate at 10%, per Basel Committee on Banking Supervision rules. It also has a collective loss held on all loans regardless of if the loan is flagged for default.

September 30, 2025 Bank Capital Adequacy Ratios Pre- and Post-Stress (Tax-Effective)

Well Capitalized with Buffer

Bank Minimum Target

September 30, 2025

Post Stress, Low Estimate

Post Stress, High Estimate

Leverage Ratio

5.00 % 9.50 % 13.42 % 11.71 % 11.42 %

Total Risk-Based Capital

10.00 % 11.50 % 16.18 % 14.26 % 13.93 %

Tier 1 Risk-Based Capital

8.00 % 9.50 % 15.16 % 13.23 % 12.90 %

Common Equity Tier 1 Risk-Based Capital

6.50 % 8.00 % 15.16 % 12.89 % 12.56 %

December 31, 2024 Bank Capital Adequacy Ratios Pre- and Post-Stress (Tax-Effective)

Well Capitalized with Buffer

Bank Minimum Target

December 31, 2024

Post Stress, Low Estimate

Post Stress, High Estimate

Leverage Ratio

5.00 % 9.50 % 12.08 % 10.61 % 10.42 %

Total Risk-Based Capital

10.00 % 11.50 % 15.69 % 13.91 % 13.68 %

Tier 1 Risk-Based Capital

8.00 % 9.50 % 14.64 % 12.86 % 12.63 %

Common Equity Tier 1 Risk-Based Capital

6.50 % 8.00 % 14.64 % 12.46 % 12.22 %

The following two tables break down the September 30, 2025 and December 31, 2024 non-owner occupied CRE portfolio balances by showing the current balance in each sub-category and location. The tables also display very favorable weighted average interest rates and weighted average loan-to-values for both periods. The weighted average occupancy percentages are also broadly favorable for both periods.

September 30, 2025

(Dollars in thousands)

Non-Owner Occupied CRE (2)

Location

Weighted Average Rate

Weighted Average Loan-to-Value (1)

Weighted Average Occupancy %

DC

MD

VA

Other

Total

Multifamily

$ 202,887 $ 3,003 $ 6,424 $ $ 212,314 6.55 % 64 % 68 %

Office

Mixed use

594 2,634 2,756 5,984 6.64 % 44 % 71 %

Medical

19,438 21,821 378 41,637 5.81 % 62 % 85 %

Office

1,892 3,036 4,928 6.80 % 50 % 83 %

Office to Residential Conversion

32,136 32,136 9.50 % 39 % -- (4 )

Hospitality

59,664 74,431 84,416 218,511 5.86 % 62 % -- (3 )

Retail/Commercial

59,553 40,441 72,532 24,067 196,593 6.29 % 58 % 77 %

Industrial

36,975 14,700 2,605 4,840 59,120 6.35 % 56 % 86 %

Total Non-Owner Occupied CRE

359,673 156,539 225,726 29,285 771,223 6.38 % 60 % 59 %

Construction and Land Development

Multifamily

80,296 13,344 93,640 7.21 % 60 % N/A

1-4 family

70,237 2,733 69,716 142,686 8.03 % 64 % N/A

Retail/Commercial

19,940 19,940 7.04 % 55 % N/A

Industrial

3,719 3,719 7.33 % 66 % N/A

Mixed use

4,587 4,587 7.98 % 29 % N/A

Other

244 18,543 18,580 10,379 47,746 8.01 % 49 % N/A

Total Construction and Land Development

175,304 21,276 105,359 10,379 312,318 7.74 % 60 % N/A

Total Construction, Land Development, and Non-Owner Occupied CRE

$ 534,977 $ 177,815 $ 331,085 $ 39,664 $ 1,083,541 6.86 % 60 % N/A

(1) Loan-to-value is based on maximum potential outstanding at time of origination
(2) Non-Owner Occupied CRE includes call codes 1E2 and 1D
(3) Hospitality relies upon individual STR data
(4) The underlying properties for office to residential conversion loans generally are not occupied during the conversion period

42

December 31, 2024

(Dollars in thousands)

Non-Owner Occupied CRE (2)

Location

Weighted Average Rate

Weighted Average Loan-to-Value (1)

Weighted Average Occupancy %

DC

MD

VA

Other

Total

Multifamily

$ 224,848 $ 3,025 $ 7,011 $ $ 234,884 6.06 % 66 % 73 %

Office:

Mixed use

605 2,676 2,909 6,190 5.41 % 64 % 81 %

Medical

22,169 15,395 431 37,995 5.61 % 63 % 69 %

Office

1,892 3,451 5,343 6.37 % 61 % 89 %

Office to Residential Conversion

11,160 32,136 43,296 10.83 % 58 % -- (4 )

Hospitality

28,797 75,504 98,352 202,653 5.93 % 64 % -- (3 )

Retail/Commercial

60,194 41,892 92,917 9,156 204,159 6.06 % 57 % 78 %

Industrial

14,801 5,521 5,834 26,156 6.29 % 59 % 87 %

Total Non-Owner Occupied CRE

325,604 161,959 257,692 15,421 760,676 6.14 % 62 % 67 %

Construction and Land Development

Multifamily

91,424 13,386 15,000 119,810 7.32 % 64 % N/A

1-4 family

71,234 63,430 134,664 8.32 % 57 % N/A

Retail/Commercial

19,534 19,534 7.15 % 63 % N/A

Industrial

37,467 980 38,447 5.85 % 57 % N/A

Mixed use

12,705 12,705 7.95 % 58 % N/A

Other

247 21,135 23,815 23,028 68,225 7.90 % 37 % N/A

Total Construction and Land Development

232,611 21,135 101,611 38,028 393,385 7.73 % 56 % N/A

Total Construction, Land Development, and Non-Owner Occupied CRE

$ 558,215 $ 183,094 $ 359,303 $ 53,449 $ 1,154,061 6.71 % 60 % NA

(1) Loan-to-value is based on maximum potential outstanding at time of origination

(2) Non-Owner Occupied CRE includes call codes 1E2 and 1D

(3) Hospitality relies upon individual STR data
(4) The underlying properties for office to residential conversion loans generally are not occupied during the conversion period

The Company also underwrites and originates owner-occupied commercial real estate loans. These loans are typically term loans made to support properties that rely upon the operations of the business occupying the property for repayment. The Agencies specifically excluded owner-occupied commercial real estate from their concentration guidance, as the primary source of repayment is the cash flow from the ongoing operations and activities conducted by the party, or affiliate of the party, who owns the property.

The following two tables depict a well-diversified portfolio of owner-occupied commercial real estate as of September 30, 2025 and December 31, 2024.  The properties are distributed nicely among the Company's footprint. This loan segment continues to perform very well and is supported by strong loan-to-values (LTVs). The following table sets forth our owner-occupied CRE portfolio by the business industry groups that occupy the properties for the periods indicated.

September 30, 2025

(Dollars in thousands)

Owner Occupied CRE

Location

Weighted Average Rate

Weighted Average Loan-to-Value (1)

DC

MD

VA

Other

Total

Accommodation and food services

$ 22,722 $ 2,852 $ 10,824 $ 5,393 $ 41,791 5.66 % 65 %

Administrative and support

4,500 2,128 6,628 6.25 % 59 %

Arts and recreation

36,818 36,818 6.22 % 58 %

Construction services

28,013 9,890 11,021 48,924 6.00 % 68 %

Education services

26,812 896 4,898 32,606 6.10 % 50 %

Health care

4,607 17,110 14,844 4,132 40,693 6.93 % 58 %

Information

4,462 4,462 4.42 % 44 %

Manufacturing

4,736 4,736 4.07 % 46 %

Other Services

7,231 16,497 75,961 919 100,608 6.33 % 56 %

Professional, scientific, tech services

2,829 5,267 8,096 6.43 % 59 %

Real estate and rental leasing

4,225 3,573 4,436 12,234 6.71 % 62 %

Retail trade

3,177 36,657 36,541 240 76,615 6.53 % 67 %

Wholesale trade

152 891 6,928 7,971 6.01 % 68 %

Total Owner Occupied CRE

$ 99,616 $ 92,127 $ 212,827 $ 17,612 $ 422,182 6.25 % 60 %

(1) Loan-to-value is based on maximum potential outstanding at time of origination

43

December 31, 2024

(Dollars in thousands)

Owner Occupied CRE

Location

Weighted Average Rate

Weighted Average Loan-to-Value (1)

DC

MD

VA

Other

Total

Accommodation and food services

$ 18,669 $ 2,921 $ 10,775 $ 10,853 $ 43,218 5.89 % 72 %

Administrative and support

4,500 4,716 9,216 5.53 % 56 %

Arts and recreation

36,517 36,517 5.73 % 62 %

Construction services

14,947 4,003 15,688 37 34,675 5.39 % 76 %

Education services

27,856 5,660 33,516 5.98 % 59 %

Health care

4,697 17,488 15,275 135 37,595 6.92 % 65 %

Information

4,365 4,365 4.36 % 50 %

Manufacturing

4,701 4,701 4.02 % 53 %

Religious and other

6,027 16,646 66,173 931 89,777 6.18 % 69 %

Professional, scientific, tech services

2,845 5,577 8,422 6.31 % 73 %

Real estate and rental leasing

738 3,701 3,705 8,144 6.27 % 70 %

Retail trade

866 10,564 40,127 2,604 54,161 6.03 % 64 %

Wholesale trade

165 915 7,025 8,105 5.94 % 73 %

Total Owner Occupied CRE

$ 76,645 $ 59,988 $ 214,194 $ 21,585 $ 372,412 5.98 % 67 %

(1) Loan-to-value is based on maximum potential outstanding at time of origination

Allowance for Credit Losses - Loans

The allowance for credit losses on loans represents an amount that, in our judgment, will be adequate to absorb current and expected losses in the loan portfolio. The provision for credit losses on loans increases the allowance, and loans charged off, net of recoveries, reduce the allowance. The table below summarizes the allowance activity for the periods indicated:

For the Nine Months Ended September 30,

For the Year Ended December 31,

2025

2024

(Dollars in thousands)

Balance at beginning of year

$ 19,450 $ 16,506

Charge-offs:

Residential Real Estate

(200 ) (132 )

Commercial Real Estate

(740 )

Construction and Land Development

(35 ) (3,684 )

Commercial & Industrial

(622 ) (4 )

Consumer

(9 )

Total charge-offs

(857 ) (4,569 )

Recoveries:

Residential Real Estate

7

Commercial Real Estate

740

Commercial & Industrial

83 19

Consumer

1 9

Total recoveries

831 28

Net recoveries (charge-offs)

(26 ) (4,541 )

(Recovery of) provision for credit losses - loans

(593 ) 7,485

Balance at end of period

$ 18,831 $ 19,450

Ratios:

Net charge-offs to average loans outstanding

0.00 % 0.25 %

Allowance for credit losses on loans to non-performing loans

80.52 % 89.84 %

Allowance for credit losses on loans to gross loans at end of period

1.04 % 1.06 %

44

Non-performing Assets

The following table presents information regarding non-performing assets at the dates indicated:

September 30,

December 31,

2025

2024

(Dollars in thousands)

Non-accrual loans:

Residential Real Estate:

Single Family

$ 3,004 $ 1,162

Multifamily

579

Construction and Land Development

15,757 4,235

Commercial Real Estate:

Non-Owner Occupied

315 11,160

Commercial & Industrial

3,731 5,093

Total non-accrual loans

23,386 21,650

Loans 90 days past due and still accruing

Total non-performing loans

23,386 21,650

Other real estate owned

Total non-performing assets

$ 23,386 $ 21,650

Ratios:

Total non-performing loans to gross loans receivable

1.29 % 1.18 %

Total non-performing loans to total assets

1.10 % 0.97 %

Total non-performing assets to total assets

1.10 % 0.97 %

Deposits

Deposits decreased $97.0 million, or 5.1% to $1.81 billion at September 30, 2025 from $1.91 billion at December 31, 2024 . Our core deposits decreased $149.7 million, or 10.4% , to $1.29 billion at September 30, 2025 from $1.44 billion at December 31, 2024 . Non-interest bearing demand deposits increased $0.4 million, or 0.1% , to $324.7 million at September 30, 2025 from $324.3 million at December 31, 2024 . Interest-bearing demand deposits decreased $16.6 million, or 11.9% , to $123.2 million at September 30, 2025 from $139.8 million at December 31, 2024 . Time deposits decreased $40.6 million, or 5.0% , to $778.7 million at September 30, 2025 from $819.3 million at December 31, 2024 .  Money market demand deposits decreased $101.2 million, or 18.1% , to $458.9 million at September 30, 2025 from $560.1 million at December 31, 2024 . Savings and NOW deposits increased $60.9 million or 94.6% from $64.3 million at December 31, 2024 to $125.2 million at September 30, 2025 .

The following table presents the Company’s deposits segregated by major category as of September 30, 2025 and December 31, 2024:

September 30, 2025

December 31, 2024

(Dollars in thousands)

Deposit type:

Balance Percent % Balance Percent %

Interest-bearing demand deposits

$ 123,231 6.8 % $ 139,780 7.3 %

Savings and NOW deposits

125,214 6.9 % 64,337 3.4 %

Money market demand deposits

458,946 25.3 % 560,082 29.4 %

Time deposits

778,727 43.1 % 819,288 42.9 %

Interest-bearing deposits

1,486,118 82.1 % 1,583,487 83.0 %

Non-interest bearing demand deposits

324,717 17.9 % 324,307 17.0 %

Total deposits

$ 1,810,835 100.0 % $ 1,907,794 100.0 %

45

The Company uses wholesale deposits as a funding source in addition to customer deposits. Wholesale deposits provide a diversified and stable source of funding during times of market volatility. As of September 30, 2025 , the Company had $520.9 million of total wholesale deposit balances, an increase of $52.7 million compared to December 31, 2024 , which totaled $468.1 million.

Given the interest rate environment and strategic initiatives in 2024, the Company replaced maturing lower yielding wholesale CDs with higher market rate CDs that included call options at our discretion if economic conditions changed. The Company exercised these call options in order to lower funding costs as market conditions shifted. The Company also utilized additional wholesale demand deposits to provide liquidity and more effectively balance our interest rate sensitivity. During the nine months ended September 30, 2025 and 2024, total wholesale deposit funding accounted for approximately 35.7% and 32% of our interest expense.

The following table presents the Company's total wholesale deposit composition, concentrations, current rate and remaining duration, if applicable as of September 30, 2025.

September 30, 2025

December 31, 2024

(Dollars in thousands)

Wholesale Money Market Deposits Accounts (MMDA)

Balance Percent % Weighted Average Rate Weighted Remaining Maturity (in months) Balance Percent % Weighted Average Rate Weighted Remaining Maturity (in months)

Wholesale MMDAs

$ 170,579 32.7 % 4.40 % N/A $ 100,334 21.4 % 4.50 % N/A

Wholesale Time Deposits

Listing Service CDs (1)

18,083 3.5 % 4.83 % 8 25,231 5.4 % 4.79 % 13

Wholesale CDs:

Term

332,221 63.8 % 4.25 % 9 220,357 47.1 % 4.56 % 7

Term with Call Option

122,216 26.1 % 5.12 % 30

Total Wholesale CDs

332,221 342,573

Total Wholesale Deposits

$ 520,883 100.0 % $ 468,138 100.0 %

(1) Listing service CDs are excluded from being classified as wholesale deposits, per FDIC call report instructions

Regulatory Defined Wholesale De posits

Each quarter the Bank files a bank call report with the FDIC, which has a specific way it defines wholesale brokered deposits. As of September 30, 2025 , the Company had $502.8 million of wholesale deposits outstanding, as defined by FDIC, an increase of $59.9 million from $442.9 at December 31, 2024 . In addition, pursuant to rule 12 CFR 337.6(e), well-capitalized and well-rated institutions are not required to treat reciprocal deposits as wholesale deposits up to the lesser of 20 percent of their total liabilities or $5 billion. Reciprocal core deposits exceeding this threshold must be reported additionally as wholesale deposits for call report purposes only. As of September 30, 2025 , the Company additionally reported $114.9 million in reciprocal deposits considered wholesale for call report purposes only, bringing regulatory defined wholesale deposits to $617.7 million as of September 30, 2025 . As of December 31, 2024 , the Company additionally reported $259.9 million in reciprocal deposits considered wholesale for call report purposes only, bringing regulatory defined wholesale deposits to $702.8 million as of December 31, 2024 . As of September 30, 2025 and December 31, 2024 , all of the Company's reciprocal deposits were core deposits from customers who placed their deposits in the reciprocal network for additional FDIC insurance coverage.

46

Liquidity and Capital Resources

Liquidity Management. Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Deposits are the primary source of funds for lending and investing activities. The Company uses wholesale deposits in addition to customer deposits, as funding sources. Scheduled payments, as well as prepayments, and maturities from portfolios of loans and investment securities also provide a stable source of funds. FHLB secured advances, other secured borrowings, federal funds purchased, and other short-term unsecured borrowed funds, as well as longer-term debt issued through the capital markets, all provide supplemental liquidity sources. Additional liquidity can be obtained through the Federal Reserve Bank discount window. The Company’s funding activities are monitored and governed through the Company’s asset/liability management process. MainStreet Bank had no federal funds purchased outstanding and an additional secured borrowing capacity of $527.1 million as of September 30, 2025 . Additionally, at September 30, 2025 , we had the ability to borrow up to $144.0 million from other financial institutions.

The Board of Directors, management, and the Asset Liability Committee (ALCO) are responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we have enough sources of liquidity to satisfy our short and long-term liquidity needs as of September 30, 2025 .

We monitor and adjust our investments in liquid assets based upon our assessment of expected loan demand; expected deposit flows; yields available on interest-earning deposits and securities; and the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits and short-and intermediate-term securities.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and cash equivalents, which include federal funds sold, interest-earning deposits in other banks, and other cash due from banks. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At September 30, 2025 , cash and cash equivalents totaled $127.3 million. Finally, securities classified as available-for-sale, which provide additional sources of liquidity, totaled $58.3 million at September 30, 2025 .

Our cash flows are provided by and used in three primary activities: operating activities, investing activities, and financing activities. Net cash provided by operating activities was $8.2 million and $9.3 million for the nine months ended September 30, 2025 and September 30, 2024 , respectively. There were no sales of securities in the nine months ended September 30, 2025 or for nine months ended September 30, 2024 . Net cash provided by investing activities was $15.9 million and used in investing activities was $79.6 million for the nine months ended September 30, 2025 and September 30, 2024 , respectively. Net cash used in financing activities was $104.5 million and provided by financing activities was $187.9 million for the nine months ended September 30, 2025 and 2024 , respectively.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position daily. We anticipate that we have sufficient funds to meet our current funding commitments. Certificates of deposit due within one year of September 30, 2025 , totaled $688.4 million of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other deposits, Federal Home Loan Bank advances and commitments from other financial institutions. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay. We believe, however, based on experience that a significant portion of such deposits will remain with us. We can attract and retain deposits by adjusting the interest rates offered.

Regulatory Capital

Under the Basel III Capital Rules and the related framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk- weightings and other factors.

47

Under the Basel III Capital Rules, a comprehensive capital framework for U.S. banking organizations, the Bank must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer for 2025 and 2024 is 2.50%. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of Total capital, Common Equity Tier 1 capital, and Tier 1 capital (as defined in the regulations) to risk weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). As of September 30, 2025, the Bank met all capital adequacy requirements to which it is subject.

The Bank’s actual capital amounts and ratios are presented in the table:

Actual

Capital Adequacy Purposes

To Be Well Capitalized Under the Prompt Corrective Action Provision

(Dollars in thousands)

Amount

Ratio

Amount

Ratio

Amount

Ratio

As of September 30, 2025

Total capital (to risk-weighted assets)

$ 304,376 16.18 % $ 150,465 ≥ 8.0% $ 188,081 ≥ 10.0%

Common equity tier 1 capital (to risk-weighted assets)

$ 285,062 15.16 % $ 84,636 ≥ 4.5% $ 122,253 ≥ 6.5%

Tier 1 capital (to risk-weighted assets)

$ 285,062 15.16 % $ 112,848 ≥ 6.0% $ 150,465 ≥ 8.0%

Tier 1 capital (to average assets)

$ 285,062 13.42 % $ 84,994 ≥ 4.0% $ 106,243 ≥ 5.0%

As of December 31, 2024

Total capital (to risk-weighted assets)

$ 296,584 15.69 % $ 151,269 ≥ 8.0% $ 189,086 ≥ 10.0%

Common equity tier 1 capital (to risk-weighted assets)

$ 276,847 14.64 % $ 85,089 ≥ 4.5% $ 122,906 ≥ 6.5%

Tier 1 capital (to risk-weighted assets)

$ 276,847 14.64 % $ 113,451 ≥ 6.0% $ 151,269 ≥ 8.0%

Tier 1 capital (to average assets)

$ 276,847 12.08 % $ 91,708 ≥ 4.0% $ 114,635 ≥ 5.0%

Off-Balance Sheet Arrangements and Contractual Obligations

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of co mmitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. At September 30, 2025 , we had outstanding loan commitments of $233.2 million and $241,500 in outstandi ng stand-by letters of credit. We anticipate that we will have sufficient funds available to meet our current lending commitments.

48

Use of Certain Non-GAAP Financial Measures

The accounting and reporting policies of the Company conform to U.S. GAAP and prevailing practices in the banking industry. However, certain non-GAAP measures are used by management to supplement the evaluation of the Company’s performance. These measures include adjusted net interest income and net interest margin.

Management believes that the use of these non-GAAP measures provides meaningful information about operating performance by enhancing comparability with other financial periods and other financial institutions. The non-GAAP measures used by management enhance comparability by excluding the effects of items that do not reflect ongoing operating performance, including non-recurring gains or charges. These non-GAAP financial measures should not be considered an alternative to, or more important than, U.S. GAAP-basis financial measures, and other bank holding companies may define or calculate these or similar measures differently. A reconciliation of the non-GAAP financial measures used by the Company to evaluate and measure the Company’s performance to the most directly comparable U.S. GAAP financial measures is presented below.

For the three months ended September 30,

For the nine months ended September 30,

(Dollars in thousands)

2025

2024

2025

2024

Net interest margin, fully-taxable equivalent (FTE)

Net interest income (GAAP)

$ 17,102 $ 15,343 $ 52,403 $ 46,533

FTE adjustment on tax-exempt securities

72 78 213 221

Net interest income (FTE) (non-GAAP)

$ 17,174 $ 15,421 $ 52,616 $ 46,754

Average interest earning assets

1,993,889 2,004,927 2,015,943 1,959,791

Net interest margin (GAAP)

3.40 % 3.04 % 3.48 % 3.17 %

Net interest margin (FTE) (non-GAAP)

3.42 % 3.05 % 3.49 % 3.19 %

For the three months ended September 30,

For the nine months ended September 30,

2025

2024

2025

2024

Yield on earning assets (FTE)

Total interest income (GAAP)

$ 32,464 $ 33,591 $ 99,713 $ 99,496

FTE adjustment on tax-exempt securities

72 78 213 221

Total interest income (FTE) (non-GAAP)

$ 32,536 $ 33,669 $ 99,926 $ 99,717

Average interest earning assets

1,993,889 2,004,927 2,015,943 1,959,791

Yield on earning assets (GAAP)

6.46 % 6.65 % 6.61 % 6.79 %

Yield on earning assets (FTE) (non-GAAP)

6.47 % 6.66 % 6.63 % 6.80 %

For the three months ended September 30,

For the nine months ended September 30,

2025

2024

2025

2024

Net interest spread (FTE)

Yield on earning assets (GAAP)

6.46 % 6.65 % 6.61 % 6.79 %

Yield on earning assets (FTE) (non-GAAP)

6.47 % 6.66 % 6.63 % 6.80 %

Yield on interest-bearing liabilities (GAAP)

3.94 % 4.73 % 4.03 % 4.79 %

Net interest spread (GAAP)

2.52 % 1.92 % 2.58 % 2.00 %

Net interest spread (FTE) (non-GAAP)

2.53 % 1.94 % 2.60 % 2.01 %

49

Item 3 Quantitative and Qualitative Disclosures about Market Risk

Market Risk Management


The effective management of market risk is essential to achieving the Company’s strategic financial objectives. As a financial institution, the Company’s most significant market risk exposure is interest rate risk in its balance sheet; however, market risk also includes product liquidity risk, price risk and volatility risk in the Company’s lines of business. The primary objectives of market risk management are to minimize any adverse effect that changes in market risk factors may have on net interest income, and to offset the risk of price changes for certain assets recorded at fair value.


Interest Rate Market Risk

The Company’s net interest income and the fair value of its financial instruments are influenced by changes in the level of interest rates. The Company manages its exposure to fluctuations in interest rates through policies established by its Asset/Liability Committee. The Asset/Liability Committee meets regularly and has responsibility for approving asset/liability management policies, formulating strategies to improve balance sheet positioning and/or earnings and reviewing the interest rate sensitivity of the Company.

We estimate what our net interest income would be for a 12-month period. We then calculate what the net interest income would be for the same period under different interest rate assumptions. These estimates require certain assumptions to be made, including loan and mortgage-related investment prepayment speeds, reinvestment rates, and deposit maturity and decay rates. These assumptions are inherently uncertain. As a result, no simulation model can precisely predict the impact of changes in interest rates on our net interest income.

The table below sets forth, as of September 30, 2025, the calculation of the estimated changes in our net interest income that would result from changes in market interest rates over one year if we take no action from our current plan.

Net Interest Income Stress Simulation

September 30, 2025

Basis Point Change in

Year 1 Change

Interest Rates (1)

From Level

(Dollars in thousands)

+400 0.23 %

+300

1.08 %

+200

1.11 %

+100

0.88 %

Level

-100 (0.73 )%
-200 0.88 %
-300 5.87 %
-400 9.51 %

(1) Interest rate changes are immediate and sustained for the entire 12-month period.

Item 4 Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of September 30, 2025. Based on their evaluation of the Company’s disclosure controls and procedures, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and regulations are designed and operating in an effective manner.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) occurred during the third fiscal quarter of 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. There has been no significant effect or impact on internal controls over financial reporting as the Company implemented the current expected credit loss accounting standard.

50

PART II OTHER INFORMATION

Item 1 Legal Proceedings

At September 30, 2025, the Company was not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business which involve amounts in the aggregate believed by management to be immaterial to the financial condition and operating results of the Company. In addition, no material proceedings are pending or known to be threatened or contemplated against the Company or its subsidiary by governmental authorities.

Item 1A Risk Factors

Not required for smaller reporting companies. Reference is made to “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 14, 2025. For a discussion of certain risk factors affecting the Company, see our disclosure under “Forward-Looking Statements” in Part I, Item 2 in this Form 10-Q.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarized the common shares repurchased during the three months ended September 30, 2025.

(Dollars in thousands, except for per share amounts)

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs (1)

July 1, 2025 - July 31, 2025

$ $ 3,093

August 1, 2025 - August 31, 2025

$ $ 3,093

September 1, 2025 - September 31, 2025

$ $ 3,093

Total

$ $ 3,093

(1) On October 16, 2025, the Board of Directors approved a common stock repurchase program, effective as of that date, at purchase price not to exceed in the aggregate $10 million, to replace the Company's existing program.

Item 5 Other Information

During the fiscal quarter ended September 30, 2025 , none of the Company's directors or executive officers informed the Company of the adoption, modification, or termination of any contract, instruction, or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) or any non-Rule 10b5 - 1 trading arrangement.

51

Item 6 Exhibits

31.1

Rule 13a-14(a) Certification of the Chief Executive Officer *

31.2

Rule 13a-14(a) Certification of the Chief Financial Officer *

32.0

Section 1350 Certification *

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101

The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 formatted in Inline XBRL, filed herewith: (i) the Consolidated Statements of Financial Condition (unaudited), (ii) the Consolidated Statements of Income (unaudited), (iii) the Consolidated Statements of Comprehensive Income (unaudited), (iv) the Consolidated Statements of Stockholders’ Equity (unaudited), (v) the Consolidated Statements of Cash Flows (unaudited) and (vi) the Notes to Consolidated Financial Statements (unaudited)

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (included with Exhibit 101)

*         Filed herewith

52

SIGNATURES

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

MAINSTREET BANCHSHARES, INC

(Registrant)

Date: November 7, 2025

By:

/s/ Jeff W. Dick

Jeff W. Dick

Chairman & Chief Executive Officer

(Principal Executive Officer)

Date: November 7, 2025

By:

/s/ Thomas J. Chmelik

Thomas J. Chmelik

Senior Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)

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TABLE OF CONTENTS