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The Board of Directors assumes ultimate responsibility for overseeing the Company's information security program. The Company has established an Information Technology Steering Committee (ITSC), comprised of leaders from various departments across the organization, tasked with governing and overseeing the information security program. The ITSC underscores its commitment to treating cybersecurity as a business risk rather than solely a technical concern. The Chief Information Security Officer, reporting to the SVP, Chief Risk Officer, is entrusted with leading the cybersecurity risk assessment process. This includes identifying risks, assessing inherent likelihood and impact, evaluating existing mitigating controls, calculating residual risk scores, and recommending risk responses to both the ITSC and the Board of Directors. The Board of Directors assumes ultimate responsibility for overseeing the Company's information security program. The Company has established an Information Technology Steering Committee (ITSC), comprised of leaders from various departments across the organization, tasked with governing and overseeing the information security program. The ITSC underscores its commitment to treating cybersecurity as a business risk rather than solely a technical concern. The Chief Information Security Officer, reporting to the SVP, Chief Risk Officer, is entrusted with leading the cybersecurity risk assessment process. This includes identifying risks, assessing inherent likelihood and impact, evaluating existing mitigating controls, calculating residual risk scores, and recommending risk responses to both the ITSC and the Board of Directors. The Board of Directors assumes ultimate responsibility for overseeing the Company's information security program. The Company has established an Information Technology Steering Committee (ITSC), comprised of leaders from various departments across the organization, tasked with governing and overseeing the information security program. The ITSC underscores its commitment to treating cybersecurity as a business risk rather than solely a technical concern. The Chief Information Security Officer, reporting to the SVP, Chief Risk Officer, is entrusted with leading the cybersecurity risk assessment process. This includes identifying risks, assessing inherent likelihood and impact, evaluating existing mitigating controls, calculating residual risk scores, and recommending risk responses to both the ITSC and the Board of Directors. The Board of Directors assumes ultimate responsibility for overseeing the Company's information security program. The Company has established an Information Technology Steering Committee (ITSC), comprised of leaders from various departments across the organization, tasked with governing and overseeing the information security program. The ITSC underscores its commitment to treating cybersecurity as a business risk rather than solely a technical concern. The Chief Information Security Officer, reporting to the SVP, Chief Risk Officer, is entrusted with leading the cybersecurity risk assessment process. 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED December 31, ~~2024~~2025

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________to______________________

COMMISSION FILE NUMBER 001-38229

FIDELITY D & D BANCORP, INC.

Commonwealth of Pennsylvania I.R.S. Employer Identification No: 23-3017653

Blakely And Drinker Streets

Dunmore, Pennsylvania 18512

TELEPHONE NUMBER (570) 342-8281

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE ACT:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, without par value		FDBC		The NASDAQ Stock Market, LLC

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Non-accelerated filer ☐

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 has filed a report on the attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Table of Contents

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

The aggregate market value of the voting common stock held by non-affiliates of the registrant was $~~209~~219.21 million as of June 30, ~~2024~~2025, based on the closing price of $4346.8000. The number of shares of common stock outstanding as of February 28, ~~2024~~2026 was 5,~~767~~805,~~515~~183.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement to be used in connection with the ~~2025~~2026 Annual Meeting of Shareholders are incorporated herein by reference in partial response to Part III.

Table of Contents

Fidelity D & D Bancorp, Inc. ~~2024~~2025 Annual Report on Form 10-K Table of Contents

Part I.
Item 1.	Business	4
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	1615
Item 1C.	Cybersecurity	16
Item 2.	Properties	17
Item 3.	Legal Proceedings	1817
Item 4.	Mine Safety Disclosures	1817
Part II.
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1918
Item 6.	[Reserved]	2120
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	2120
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	5956
Item 8.	Report of Independent Registered Public Accounting Firm	6057
Item 8.	Financial Statements and Supplementary Data	6057
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~122~~115
Item 9A.	Controls and Procedures	~~122~~115
Item 9B.	Other Information	~~123~~115
Item 9C.	Disclosure Relating to Foreign Jurisdictions that Prevent Inspections	~~123~~115
Part III.
Item 10.	Directors, Executive Officers and Corporate Governance	~~124~~116
Item 11.	Executive Compensation	~~124~~116
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~124~~116
Item 13.	Certain Relationships and Related Transactions, and Director Independence	~~125~~117
Item 14.	Principal Accountant Fees and Services	~~125~~117
Part IV.
Item 15.	Exhibits and Financial Statement Schedules	~~126~~118
Item 16.	Form 10-K Summary	~~129~~121
Signatures		~~129~~121

Table of Contents

FIDELITY D & D BANCORP, INC.

PART I

Forward-Looking Statements

Certain of the matters discussed in this Annual Report on Form 10-K may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” and similar expressions are intended to identify such forward-looking statements.

The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation:

■ local, regional and national economic conditions and changes thereto; ■ the short-term and long-term effects of inflation, and rising costs to the Company, its customers and on the economy; ■ the risks of changes and volatility of interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities and interest rate protection agreements, as well as interest rate risks; ■ securities markets and monetary fluctuations and volatility; ■ disruption of credit and equity markets; ■ impacts of the capital and liquidity requirements of the Basel III standards and other regulatory pronouncements, regulations and rules; ■ governmental monetary and fiscal policies, as well as legislative and regulatory changes; ■ effects of short- and long-term federal budget and tax negotiations and their effect on economic and business conditions; ■ the costs and effects of litigation and of unexpected or adverse outcomes in such litigation; ■ the impact of new or changes in existing laws and regulations, including laws and regulations concerning taxes, banking, securities and insurance and their application with which the Company and its subsidiaries must comply; ■ the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters; ■ the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet; ■ the effects of economic conditions of any pandemic, epidemic or other health-related crisis such as COVID-19 and responses thereto on current customers and the operations of the Company, specifically the effect of the economy on loan customers’ ability to repay loans; ■ the effects of bank failures, banking system instability, deposit fluctuations, loan and securities value changes; ■ technological changes; ■ the interruption or breach in security of our information systems, continually evolving cybersecurity and other technological risks and attacks resulting in failures or disruptions in customer account management, general ledger processing and loan or deposit updates and potential impacts resulting therefrom including additional costs, reputational damage, regulatory penalties, and financial losses; ■ acquisitions and integration of acquired businesses; ■ the failure of assumptions underlying the establishment of reserves for loan losses and estimations of values of collateral and various financial assets and liabilities; ■ acts of war, terrorism, or ~~terrorism~~armed conflict; and ■ the risk that our analyses of these risks and forces could be incorrect and/or that the strategies developed to address them could be unsuccessful.

The Company cautions readers not to place undue reliance on forward-looking statements, which reflect analyses only as of the date of this document. The Company has no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.

Table of Contents

Readers should review the risk factors described in this document and other documents that we file or furnish, from time- to-time, with the Securities and Exchange Commission, including quarterly reports filed on Form 10-Q and any current reports filed or furnished on Form 8-K.

ITEM 1: BUSINESS

Fidelity D & D Bancorp, Inc. (the Company) was incorporated in the Commonwealth of Pennsylvania, on August 10, 1999, and is a bank holding company, whose wholly-owned state chartered commercial bank subsidiary is The Fidelity Deposit and Discount Bank (the Bank) (collectively, the Company). The Company is headquartered at Blakely and Drinker Streets in Dunmore, Pennsylvania. The Company's primary market area (service area) is comprised of the Borough of Dunmore and the surrounding communities within Lackawanna and Luzerne counties in Northeastern Pennsylvania and Northampton County in Eastern Pennsylvania.

Federal and state banking laws contain numerous provisions that affect various aspects of the business and operations of the Company and the Bank. The Company is subject to, among others, the regulations of the Securities and Exchange Commission (the SEC) and the Federal Reserve Board (the FRB) and the Bank is subject to, among others, the regulations of the Pennsylvania Department of Banking and Securities, the Federal Deposit Insurance Corporation (the FDIC) and the rules promulgated by the Consumer Financial Protection Bureau (the CFPB) but continues to be examined and supervised by federal banking regulators for consumer compliance purposes. Refer to Part II, Item 7 “Supervision and Regulation” for descriptions of and references to applicable statutes and regulations which are not intended to be complete descriptions of these provisions or their effects on the Company or the Bank. They are summaries only and are qualified in their entirety by reference to such statutes and regulations. Applicable regulations relate to, among other things:

• operations	• consolidation	• disclosure
• securities	• reserves	• community reinvestment
• risk management	• dividends	• mergers
• consumer compliance	• branches	• capital adequacy

The Bank is examined periodically by the Pennsylvania Department of Banking and Securities and the FDIC.

The Bank has offered a full range of traditional banking services since it commenced operations in 1903. The Bank has a personal and corporate trust department and also provides alternative financial and insurance products with asset management services. A full list of services provided by the Bank is detailed in the section entitled “Products and Services” contained within the ~~2024~~2025 Annual Report to Shareholders, incorporated by reference. As of June 30, ~~2024~~2025, the Company had 1517.7030% of Lackawanna County’s total deposit market share ranking ~~2nd~~3rd in total deposits, 67.1424% of Luzerne County’s total deposit market share ranking 8 th in total deposits, and 7.1221% of Northampton County’s total deposit market share ranking 6 th in total deposits.

The banking business is highly competitive, and the success and profitability of the Company depends principally on its ability to compete in its market area. Competition includes, among other sources: local community banks; regional banks; national banks; credit unions; insurance companies; money market funds; mutual funds; small loan companies and other financial services companies. The Company has been able to compete effectively with other financial institutions by emphasizing customer service enhanced by local decision making. These efforts enable the Company to establish long-term customer relationships and build customer loyalty by providing products and services designed to address their specific needs.

The banking industry is affected by general economic conditions including the effects of inflation, recession, unemployment, real estate values, trends in national and global economies and other factors beyond the Company’s control. The Company’s success is dependent, to a significant degree, on economic conditions in its service area. An economic recession or a delayed economic recovery over a prolonged period of time in the Company’s market could cause an increase in the level of the Company’s non-performing assets and credit losses, and thereby cause operating losses, impairment of liquidity and erosion of capital. There are no concentrations of loans or customers that, if lost, would have a material adverse effect on the continued business of the Company. There is no material concentration within a single industry or a group of related industries that is vulnerable to the risk of a near-term severe impact.

The Company’s profitability is significantly affected by general economic and competitive conditions, changes in market interest rates, government policies and actions of regulatory authorities. The Company’s loan portfolio is comprised principally of residential real estate, consumer, commercial and commercial real estate loans. The properties underlying the Company’s mortgages are concentrated in Northeastern and Eastern Pennsylvania. Credit risk, which represents the possibility of the Company not recovering amounts due from its borrowers, is significantly related to local economic conditions in the areas where the properties are located as well as the Company’s underwriting standards. Economic conditions affect the market value of the underlying collateral as well as the levels of adequate cash flow and revenue generation from income-producing commercial properties.

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During ~~2024~~2025, the national unemployment rate rose to 4.14% compared to 34.71% at the end of ~~2023~~2024. The unemployment rates in the Company’s local statistical markets, Scranton-Wilkes-Barre-Hazleton and Allentown-Bethlehem-Easton, increased to 34.83% and 3.49%, respectively, from 3.58% and 3.34%, respectively, at the end of ~~2023~~2024. The local economy has been volatile in recent years and generally lags the national market trends. The Company’s credit function strives to mitigate the negative impact of economic conditions by maintaining disciplined underwriting principles for commercial and consumer lending and ensuring that home mortgage underwriting adheres to the standards of secondary market makers. These types of business activities involve a number of risks. Refer to Item 1A, “Risk Factors” for material risks and uncertainties that management believes affect the Company.

The Company’s website address is http://www.bankatfidelity.com. The Company makes available free of charge on or through this website the annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports as soon as reasonably practical after filing with the SEC. This reference to the Company’s website shall not, under any circumstances, be deemed to incorporate the information available at such internet address into this Form 10-K or other SEC filings. The information available at the Company’s website is not part of this Form 10-K or any other report filed by the Company with the SEC. The SEC also maintains an internet site that contains reports, proxy and information statements and other information about the Company at http://www.sec.gov.

The Company’s accounting policies and procedures are designed to comply with accounting principles generally accepted in the United States of America (GAAP). Refer to “Critical Accounting Policies,” which are incorporated by reference in Part II, Item 7.

Human Capital

Mission and Core Values

Mission: ~~We are Fidelity Bank.~~ We are passionate about ~~success and committed to~~ building strong relationships through ~~exceptional~~superior client experiences. We For ~~will~~us, besuccess means being the best ~~bank~~place for our bankers to work, our clients to bank, our shareholders to invest in, and ~~for~~ our community to prosper.

Our bankers are our first stakeholders by design as their actions, knowledge and focus on the client experience drive our success. We continuously invest in our bankers by offering competitive total compensation, a strong benefit package for themselves and their families, opportunity to invest in the Company through stock ownership, continuous learning, career development and programs to engage and enhance the work experience.

Fidelity Bankers have a voice in the Company and are called upon to provide opinions and ideas through dialogue programs with the CEO, Service Quality Surveys and the annual Climate Survey. Collectively, they have assisted in the development of the Core Values:

● Relationships ● Integrity ● ~~Commitment~~Passion ●& ~~Passion~~Commitment ● Innovation ● Success

Culturally, the Fidelity Model Experience provides a strategic vision to build a performance-based corporation. It guides all bankers on solidifying internal and external relationships and becoming the Trusted Financial Advisor for clients.

Demographics

As of December 31, ~~2024~~2025, the Company employed ~~320~~324 bankers within its network located in Northeast and Lehigh Valley, Pennsylvania. The Company employed 3126 part-time bankers and ~~289~~298 full-time bankers. Employment levels are aligned with the needs of the business.

Health and Wellness

The Company provides a strong health benefit package to bankers, including medical, dental and vision insurances, term and whole-life ~~insurance~~insurances, long- and short-term disability coverage and flexible spending accounts. Packages include options to cover family members according to established guidelines, creating a focus on caring for both the personal and professional needs of the banker. The Telemedicine program creates an optional, ease of use method for health provider access, providing quality care for routine ailments and illnesses.

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Each year, the benefit suite is reviewed, repriced and evaluated for strength and value. Care is taken to provide a cost contained package while requiring bankers to share in the cost of healthcare. Additional programs are vetted and added where meaningful. Bankers may enroll and view benefit information through a Company Benefits Portal, providing access to insurance policies, forms, pricing, and general benefit information. Additionally, access is available directly through the medical plan insurer, giving all participants an avenue to gain pertinent information including medical care records, health and wellness articles on prevention, specific illnesses and diseases, physicians and facilities and cost of care comparisons.

The Company provides support to bankers in the form of an Employee Assistance Program through a confidential provider. Bankers make use of the program for personal and professional struggles and continue to have ongoing access to round-the-clock support at no charge, including confidential counseling, work-life solutions, legal support and financial guidance.

In addition to benefit packages, the Company offers paid time off, as it is an important part of balancing a fulfilling work and personal life. Bankers have opportunities to earn additional days off through various programs.

The Company has a robust program to support community volunteerism and gives all bankers paid time off to spend hours in service to non-profits, schools, elder programs and other organizations. The program helps to create community sustainability through our bankers’ time, talent and treasure and it develops deeper relationships with our bankers who work side-by-side for common causes.

Diversity and Inclusion

The Company is committed to promoting a diverse and inclusive workforce and values the strength it brings to the organization. Hiring practices include outreach to organizations representing groups of color and ethnicity, veteran status, disabled persons and women. Recruitment sources are varied to reach a broad audience. These practices have resulted in a continuously increased diverse representation and an enhanced ability to provide for the diverse needs of the communities we serve. The Affirmative Action Plan monitors the Company's success in creating equal employment opportunities for bankers and applicants and guides staff in hiring practices.

Training and Development

The investment into the continuous improvement of all bankers is evident in the bank’s commitment of training dollars and resources. Key Performance Indicators (KPIs), tracked quarterly, outline training goals bank-wide and training dollars spent. The Company has a devoted training team and all bankers are offered and encouraged to participate in continuous training initiatives. Innovative programs, including Fidelity Bank University, leadership training, the education assistance program, enrichment programs through conferences, seminars and workshops and options for certifications are offered to educate bankers at all levels.

The bank monitors other Human Capital KPIs tracking banker activities; KPIs include and are not limited to community service and participation goals, turnover, new hire retention and climate survey scores. Results are monitored against goals.

The Company believes banker engagement is a tenet of its success. The practice of giving each banker a voice, providing fair compensation and opportunity for stock ownership, recognizing exceptional service through a formalized recognition program, providing a quality benefit and retirement package, promoting career development opportunities and delivering strong programs and processes creates a strong and engaged workforce. The programs assist in aligning the interests of the bankers with those of the shareholders and they provide further incentive to bankers to enhance the financial results of the Company.

ITEM 1A: RISK FACTORS

An investment in the Company’s common stock is subject to risks inherent to the Company’s business. The material risks and uncertainties that management believes affect the Company are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this report. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair the Company’s business operations. This report is qualified in its entirety by these risk factors.

If any of the following risks actually occur, the Company’s financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of the Company’s common stock could decline significantly, and you could lose all or part of your investment.

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Risks Related to the Company’s Business

The short-term and long-term effects of inflation and rising costs may adversely affect the Company’s financial performance.

Inflation, both in the short-term and/or in the long-term, may adversely affect the Company’s business in that it may increase our overall costs even if it does not adversely affect every aspect of our business evenly. The Company employs various strategies to manage its costs but there is no assurance that these strategies will be successful in containing costs as higher rates of inflation may result in increased costs for goods and services, including employee salaries and benefits, which may adversely affect the Company’s results of operation and financial performance. Inflation may also increase the cost of doing business for the Company’s borrowers thereby affecting the creditworthiness of current or prospective customers.

The Company’s business is subject to interest rate risk and variations in interest rates may negatively affect its financial performance.

Changes in the interest rate environment may reduce profits. The Company’s earnings and cash flows are largely dependent upon its net interest income. Net interest income is the difference between the interest earned on loans, securities and other interest-earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities. As prevailing interest rates change, net interest spreads are affected by the difference between the maturities and re-pricing characteristics of interest-earning assets and interest-bearing liabilities. In addition, loan volume and yields are affected by market interest rates on loans, and rising interest rates generally are associated with a lower volume of loan originations. An increase in the general level of interest rates may also adversely affect the ability of certain borrowers to pay the interest on and principal of their obligations. Accordingly, changes in levels of market interest rates could materially adversely affect the Company’s net interest spread, asset quality, loan origination volume and overall profitability.

The Company is subject to lending risk.

There are inherent risks associated with the Company’s lending activities. These risks include, among other things, the impact of changes in interest rates and changes in the economic conditions in the markets where the Company operates as well as those across the Commonwealth of Pennsylvania and the United States. Increases in interest rates and/or weakening economic conditions could adversely impact the ability of borrowers to repay outstanding loans or the value of the collateral securing these loans. The Company is also subject to various laws and regulations that affect its lending activities. Failure to comply with applicable laws and regulations could subject the Company to regulatory enforcement action that could result in the assessment of significant civil money penalties against the Company.

Commercial, commercial real estate and real estate construction loans are generally viewed as having more risk of default than residential real estate loans or consumer loans. These types of loans are also typically larger than residential real estate loans and consumer loans. Because these loans generally have larger balances than residential real estate loans and consumer loans, the deterioration of one or a few of these loans could cause a significant increase in non-performing loans. An increase in non-performing loans could result in a net loss of earnings from these loans, an increase in the provision for possible credit losses and an increase in loan charge-offs, all of which could have a material adverse effect on the Company’s financial condition and results of operations.

The Company is subject to commercial real estate volatility that may result in increases in non-performing loans that could have an adverse impact on our financial condition and results of operations.

The commercial real estate market nationally, regionally, and locally has recently been subject to increased levels of volatility. Many believe that commercial real estate in the commercial office sector is undergoing a fundamental transformation and change that started during the recent pandemic but also continues due to evolving workplace environments. These changes in the marketplace affect the demand for commercial office space which in turn may affect the credit status, profitability, and collectability, of existing and future commercial real estate office sector loans. As explained above in greater detail in the risk factor for Lending Risk, volatility and increases in non-performing loans could have an adverse impact on the Company’s financial condition and results of operations.

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The Company’s allowance for credit losses may be insufficient.

The Company maintains an allowance for credit losses, which is a reserve established through a provision for credit losses charged to expense, that represents management’s best estimate of probable losses that have been incurred and are expected within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated credit losses and risks inherent in the loan portfolio. The level of the allowance reflects management’s continuing evaluation of industry concentrations; specific credit risks; loan loss experience; current loan portfolio quality; present economic, political and regulatory conditions, reasonable and supportable forecasts and unidentified losses inherent in the current loan portfolio. The determination of the appropriate level of the allowance for credit losses inherently involves a high degree of subjectivity and requires the Company to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of the Company’s control, may require an increase in the allowance for credit losses. In addition, bank regulatory agencies periodically review the Company’s allowance for credit losses and may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments different than those of management. Further, if charge-offs in future periods exceed the allowance for credit losses, the Company will need additional provisions to increase the allowance for credit losses. Any increases in the allowance for credit losses will result in a decrease in net income and capital and may have a material adverse effect on the Company’s financial condition and results of operations.

If we conclude that the decline in value of any of our investment securities is a credit loss, we will be required to book a contra-asset.

We review our investment securities portfolio at each quarter-end reporting period to determine whether the fair value is below the current carrying value. When the fair value of any of our investment securities has declined below its carrying value, we are required to assess whether the decline is a credit loss. If a decline in value is deemed to be credit losses, a contra-asset is recorded on both HTM and AFS securities, limited by the amount that the fair value is less than the amortized cost basis.

The Basel III and other regulatory capital requirements may require us to maintain higher levels of capital, which could reduce our profitability.

Basel III targets higher levels of base capital, certain capital buffers and a migration toward common equity as the key source of regulatory capital. Although the new capital requirements are phased in over the next decade and may change substantially before final implementation, Basel III signals a growing effort by domestic and international bank regulatory agencies to require financial institutions, including depository institutions, to maintain higher levels of capital. The direction of the Basel III implementation activities or other regulatory requirements could require additional capital to support our business risk profile prior to final implementation of the Basel III standards. If the Company and the Bank are required to maintain higher levels of capital, the Company and the Bank may have fewer opportunities to invest capital into interest-earning assets, which could limit the profitable business operations available to the Company and the Bank and adversely impact our financial condition and results of operations.

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The Company may need, or be compelled, to raise additional capital in the future, but that capital may not be available when it is needed and on terms favorable to current shareholders.

Federal banking regulators require the Company and Bank to maintain adequate levels of capital to support their operations. These capital levels are determined and dictated by law, regulation and banking regulatory agencies. In addition, capital levels are also determined by the Company’s management and board of directors based on capital levels that they believe are necessary to support the Company’s business operations. The Company is evaluating its present and future capital requirements and needs, is developing a comprehensive capital plan and is analyzing capital raising alternatives, methods and options. Even if the Company succeeds in meeting the current regulatory capital requirements, the Company may need to raise additional capital in the near future to support possible loan losses during future periods or to meet future regulatory capital requirements.

Further, the Company’s regulators may require it to increase its capital levels. If the Company raises capital through the issuance of additional shares of its common stock or other securities, it may dilute the ownership interests of current investors and may dilute the per-share book value and earnings per share of its common stock. Furthermore, it may have an adverse impact on the Company’s stock price. New investors may also have rights, preferences and privileges senior to the Company’s current shareholders, which may adversely impact its current shareholders. The Company’s ability to raise additional capital will depend on conditions in the capital markets at that time, which are outside its control, and on its financial performance. Accordingly, the Company cannot assure you of its ability to raise additional capital on terms and time frames acceptable to it or to raise additional capital at all. If the Company cannot raise additional capital in sufficient amounts when needed, its ability to comply with regulatory capital requirements could be materially impaired. Additionally, the inability to raise capital in sufficient amounts may adversely affect the Company’s operations, financial condition and results of operations.

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The Company is subject to environmental liability risk associated with lending activities.

A significant portion of the Company’s loan portfolio is secured by real property. During the ordinary course of business, the Company may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, the Company may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require the Company to incur substantial expense and may materially reduce the affected property’s value or limit the Company’s ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase the Company’s exposure to environmental liability. Although the Company has policies and procedures to perform an environmental review before initiating any foreclosure action on real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on the Company’s financial condition and results of operations.

The Company’s profitability depends significantly on economic conditions in the Commonwealth of Pennsylvania and the markets in which it conducts business.

The Company’s success depends primarily on the general economic conditions of the Commonwealth of Pennsylvania and the specific local markets in which the Company operates. Unlike larger national or other regional banks that are more geographically diversified, the Company provides banking and financial services to customers primarily in Lackawanna and Luzerne Counties in Northeastern Pennsylvania and Northampton County in Eastern Pennsylvania. The local economic conditions in these areas have a significant impact on the demand for the Company’s products and services as well as the ability of the Company’s customers to repay loans, the value of the collateral securing loans and the stability of the Company’s deposit funding sources. A significant decline in general economic conditions caused by inflation, recession, acts of terrorism, an outbreak of hostilities or other international or domestic occurrences or instability, unemployment, changes in securities markets or other factors could impact these local economic conditions and, in turn, have a material adverse effect on the Company’s financial condition and results of operations.

There is no assurance that the Company will be able to successfully compete with others for business.

The Company competes for loans, deposits and investment dollars with numerous regional and national banks and other community banking institutions, as well as other kinds of financial institutions and enterprises, such as securities firms, insurance companies, savings associations, credit unions, mortgage brokers and private lenders. Many competitors have substantially greater resources than the Company does, and operate under less stringent regulatory environments. The differences in resources and regulations may make it more difficult for the Company to compete profitably, reduce the rates that it can earn on loans and on its investments, increase the rates it must offer on deposits and other funds, and adversely affect its overall financial condition and earnings.

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The Company is subject to extensive government regulation and supervision.

The Company, primarily through the Bank, is subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not shareholders. These regulations affect the Company’s lending practices, capital structure, investment practices, dividend policy and growth, among other things. Federal or commonwealth regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect the Company in substantial and unpredictable ways. Such changes could subject the Company to additional costs, limit the types of financial services and products the Company may offer and/or increase the ability of non-banks to offer competing financial services and products, among other things. Failure to comply with laws, regulations or policies could result in sanctions by regulatory agencies, civil money penalties and/or reputation damage, which could have a material adverse effect on the Company’s business, financial condition and results of operations. While the Company has policies and procedures designed to prevent any such violations, there can be no assurance that such violations will not occur.

The Company’s controls and procedures may fail or be circumvented.

Management regularly reviews and updates the Company’s internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the Company’s controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Company’s business, results of operations and financial condition.

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New lines of business or new products and services may subject the Company to additional risks.

From time-to-time, the Company may implement new lines of business or offer new products and services within existing lines of business. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services the Company may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Furthermore, any new line of business and/or new product or service could have a significant impact on the effectiveness of the Company’s system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on the Company’s business, results of operations and financial condition.

The Company’s future acquisitions could dilute your ownership and may cause it to become more susceptible to adverse economic events.

The Company may use its common stock to acquire other companies or make investments in banks and other complementary businesses in the future. The Company may issue additional shares of common stock to pay for future acquisitions, which would dilute your ownership interest in the Company. Future business acquisitions could be material to the Company, and the degree of success achieved in acquiring and integrating these businesses into the Company could have a material effect on the value of the Company’s common stock. In addition, any acquisition could require it to use substantial cash or other liquid assets or to incur debt. In those events, it could become more susceptible to economic downturns and competitive pressures.

The Company may not be able to attract and retain skilled people.

The Company’s success depends, in large part, on its ability to attract and retain key people. Competition for the best people in most activities engaged in by the Company can be intense and the Company may not be able to hire people or to retain them. The unexpected loss of services of one or more of the Company’s key personnel could have a material adverse impact on the Company’s business because of their skills, knowledge of the Company’s market, years of industry experience and the difficulty of promptly finding qualified replacement personnel.

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The Company’s communications, information and technology systems may experience a failure, interruption or breach in security.

The Company relies heavily on communications, information and technology systems to conduct its business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in the Company’s customer relationship management, general ledger, deposit, loan and other systems or result in corruption, loss or compromise of confidential corporate or customer data. The risks are greater if the issue is extensive, long-lasting, or results in financial losses to its customers. Such failures, interruptions or breaches in security may arise from events such as severe weather, acts of vandalism, telecommunications outages, human error, or cyber-attacks.

These risks also arise to the extent the Company’s third-party service providers experience failures, interruptions and breaches in security. The Company is also exposed to the risk of a disruption at a common service provider used by its third-party service providers. Even with attempts to diversify the reliance upon any one third-party, the Company may not be able to mitigate the risk of its vendors’ use of common service providers.

The Company has policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of its information systems, however there can be no assurance that any such failures, interruptions or security breaches will not occur. The occurrence of any failures, interruptions or security breaches of the Company’s information systems could damage the Company’s reputation, result in a loss of customer business, subject the Company to additional regulatory scrutiny, or expose the Company to civil litigation and possible financial liability, any of which could have a material adverse effect on the Company’s financial condition and results of operations.

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The Company continually encounters technological change.

The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. The Company’s future success depends, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in the Company’s operations. Many of the Company’s competitors have substantially greater resources to invest in technological improvements. The Company may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to its customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on the Company’s business and, in turn, the Company’s financial condition and results of operations.

The operations of our business, including our interaction with customers, are increasingly done via electronic means, and this has increased our risks related to cyber security.

We are exposed to the risk of cyber-attacks in the normal course of business. In general, cyber incidents can result from deliberate attacks or unintentional events. We have observed an increased level of attention in the industry focused on cyber-attacks that include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. To combat against these attacks, policies and procedures are in place to prevent, limit, or ameliorate the effect or financial impact of the possible security breach of our information systems and we have insurance against some cyber-risks and attacks. Further, the Company may face unknown or contingent liabilities arising from cybersecurity incidents or data breaches that previously occurred at companies it acquires. Such incidents may not have been discovered, disclosed, or if previously discovered fully-remediated before closing, and the acquired company’s representations, warranties, and indemnities may be limited in scope, duration, or recoverability. As a result, the Company could incur costs or liabilities after an acquisition relating to regulatory investigations, litigation, remediation efforts, reputational harm, or customer and partner claims, which could adversely affect its business, financial condition, and results of operations. While we have not incurred any material losses related to cyber-attacks, nor are we aware of any specific or threatened cyber-incidents as of the date of this report, we may incur substantial costs and suffer other negative consequences if we fall victim to successful cyber-attacks. Such negative consequences could include remediation costs that may include liability for stolen assets or information and repairing system damage that may have been caused; deploying additional personnel and protection technologies, training employees, and engaging third party experts and consultants; lost revenues resulting from unauthorized use of proprietary information or the failure to retain or attract customers following an attack; litigation; and reputational damage adversely affecting customer or investor confidence.

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The Company may use artificial intelligence (AI) in its business, and challenges with properly managing its use could result in disruption of our internal operations, reputational harm, competitive harm, legal liability and adversely affect our results of operations and stock price.

The Company may incorporate AI solutions into platforms that deliver products and services to its customers, including solutions developed by third parties whose AI is integrated into its products and services. The Company may be exposed to legal liability and reputational risk if the AI the Company uses is or is alleged to be deficient, inaccurate, or biased because the AI algorithms are flawed, insufficient, of poor quality, or reflect unwanted forms of bias, particularly if third party AI integrated with its platforms produces false or “hallucinatory” inferences.

Data practices by the Company or others that result in controversy could impair the acceptance of AI, which could undermine the decisions, predictions, or analysis that AI applications produce. Its customers and potential customers may express adverse opinions concerning its use of AI and machine learning that could result in brand or reputational harm, competitive harm, or legal liability. If the Company develops Generative AI, its content creation may require additional investment as testing for bias, accuracy and unintended, harmful impact is often complex and may be costly. As a result, the Company may need to increase the cost of its products and services which may make it less competitive, particularly if its competitors incorporate AI more quickly or successfully.

Governmental bodies have implemented laws and are considering further regulation of AI (including machine learning), which could negatively impact its ability to use and develop AI. The Company is unable to predict how application of existing laws, including federal and state privacy and data protection laws, and adoption of new laws and regulations applicable to AI will affect it but it is likely that compliance with such laws and regulations will increase its compliance costs, and such increase may be substantial and adversely affect its results of operations. Furthermore, its use of Generative AI and other forms of AI may expose us to risks relating to intellectual property ownership and licensing rights, including copyright of Generative AI and other AI output as these issues have not been fully interpreted by federal courts or been fully addressed by federal or state legislation or regulations.

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The Company is subject to claims and litigation pertaining to fiduciary responsibility.

From time-to-time, customers make claims and take legal action pertaining to the Company’s performance of its fiduciary responsibilities. Whether customer claims and legal action related to the Company’s performance of its fiduciary responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a manner favorable to the Company, they may result in significant financial liability and/or adversely affect the market perception of the Company and its products and services as well as impact customer demand for those products and services. Any financial liability or reputation damage could have a material adverse effect on the Company’s business, which, in turn, could have a material adverse effect on the Company’s financial condition and results of operations.

Pennsylvania Business Corporation Law and various anti-takeover provisions under our articles and bylaws could impede the takeover of the Company.

Various Pennsylvania laws affecting business corporations may have the effect of discouraging offers to acquire the Company, even if the acquisition would be advantageous to shareholders. In addition, we have various anti-takeover measures in place under our articles of incorporation and bylaws, including a supermajority vote requirement for mergers, a staggered board of directors, and the absence of cumulative voting. Any one or more of these measures may impede the takeover of the Company without the approval of our board of directors and may prevent our shareholders from taking part in a transaction in which they could realize a premium over the current market price of our common stock.

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The Company is a holding company and relies on dividends from its banking subsidiary for substantially all of its revenue and its ability to make dividends, distributions, and other payments.

As a bank holding company, the Company’s ability to pay dividends depends primarily on its receipt of dividends from its subsidiary bank. Dividend payments from the bank are subject to legal and regulatory limitations, generally based on net profits and retained earnings, imposed by bank regulatory agencies. The ability of the bank to pay dividends is also subject to profitability, financial condition, regulatory capital requirements, capital expenditures and other cash flow requirements. There is no assurance that the bank will be able to pay dividends in the future or that the Company will generate cash flow to pay dividends in the future. The Company’s failure to pay dividends on its common stock may have a material adverse effect on the market price of its common stock.

The Company’s banking subsidiary may be required to pay higher FDIC insurance premiums or special assessments which may adversely affect its earnings.

The Company generally is unable to control the amount of premiums or special assessments that its subsidiary is required to pay for FDIC insurance. Any future changes in the calculation or assessment of FDIC insurance premiums may have a material adverse effect on our results of operations, financial condition, and our ability to continue to pay dividends on our common stock at the current rate or at all.

Severe weather, natural disasters, acts of war or terrorism, global instability, pandemics and other external events could significantly impact the Company’s business.

Severe weather, natural disasters, acts of war or terrorism, global instability, pandemics and other adverse external events could have a significant impact on the Company’s ability to conduct business. Such events could affect the stability of the Company’s deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause the Company to incur additional expenses. Severe weather or natural disasters, acts of war or terrorism, global instability, pandemics or other adverse external events may occur in the future. Although management has established disaster recovery policies and procedures, the occurrence of any such event could have a material adverse effect on the Company’s business, which, in turn, could have a material adverse effect on the Company’s financial condition and results of operations.

The increasing use of social media platforms presents new risks and challenges and our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media could materially adversely impact our business. 12

There has been a marked increase in the use of social media platforms, including weblogs (blogs), social media websites, and other forms of Internet-based communications which allow individuals access to a broad audience of consumers and other interested persons. Social media practices in the banking industry are evolving, which creates uncertainty and risk of noncompliance with regulations applicable to our business. Consumers value readily available information concerning businesses and their goods and services and often act on such information without further investigation and without regard to its accuracy. Many social media platforms immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. Information posted on such platforms at any time may be adverse to our interests and/or may be inaccurate. The dissemination of information online could harm our business, prospects, financial condition, and results of operations, regardless of the information’s accuracy. The harm may be immediate without affording us an opportunity for redress or correction.

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The increasing use of social media platforms presents risks and challenges and our inability or failure to recognize, respond to and effectively manage the accelerated impact of social media could materially adversely impact our business.

The use of social media platforms, including weblogs (blogs), social media websites, and other forms of Internet-based communications allows individuals access to a broad audience of consumers and other interested persons. Social media practices in the banking industry are continually evolving, which creates uncertainty and risk of noncompliance with regulations applicable to our business. Consumers value readily available information concerning businesses and their goods and services and often act on such information without further investigation and without regard to its accuracy. Many social media platforms immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. Information posted on such platforms at any time may be adverse to our interests and/or may be inaccurate. The dissemination of information online could harm our business, prospects, financial condition, and results of operations, regardless of the information’s accuracy. The harm may be immediate without affording us an opportunity for redress or correction.

Other risks associated with the use of social media include improper disclosure of proprietary information, negative comments about our business, exposure of personally identifiable information, fraud, out-of-date information, and improper use by employees and customers. The inappropriate use of social media by our customers or employees could result in negative consequences including remediation costs including training for employees, additional regulatory scrutiny and possible regulatory penalties, litigation or negative publicity that could damage our reputation adversely affecting customer or investor confidence.

Risks Associated with the Company’s Common Stock

The Company’s stock price can be volatile.

Stock price volatility may make it more difficult for you to resell your common stock when you want and at prices you find attractive. The Company’s stock price can fluctuate significantly in response to a variety of factors including, among other things:

●

Actual or anticipated variations in quarterly results of operations.

●

Recommendations by securities analysts.

●

Operating and stock price performance of other companies that investors deem comparable to the Company.

●

News reports relating to trends, concerns and other issues in the financial services industry.

●

Perceptions in the marketplace regarding the Company and/or its competitors.

●

New technology used, or services offered, by competitors.

●

Significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors.

●

Failure to integrate acquisitions or realize anticipated benefits from acquisitions.

●

Changes in government regulations.

● Geopolitical conditions such as acts or threats of terrorism, orcivil unrest, hostilities, military deployment, military conflicts, or war.

General market fluctuations, industry factors and general economic and political conditions and events, such as economic slowdowns or recessions, interest rate changes or credit loss trends, could also cause the Company’s stock price to decrease regardless of operating results.

The trading volume in the Company’s common stock is less than that of other larger financial services companies.

The Company’s common stock is listed for trading on Nasdaq and the trading volume in its common stock is less than that of other larger financial services companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of the Company’s common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which the Company has no control. Given the lower trading volume of the Company’s common stock, significant sales of the Company’s common stock, or the expectation of these sales, could cause the Company’s stock price to fall.

Furthermore, from time to time, the Company’s common stock may be included in certain and various stock market indices. Inclusion in these indices may positively impact the price, trading volume, and liquidity of the Company’s common stock, in part, because index funds or other institutional investors often purchase securities that are in these indices. Conversely, if the Company’s market capitalization falls below the minimum necessary to be included in any of the indices at any annual reconstitution date, the opposite could occur. Further, the Company’s inclusion in indices may be weighted based on the size of its market capitalization, so even if the Company’s market capitalization remains above the amount required to be included on these indices, if its market capitalization is below the amount it was on the most recent reconstitution date, the Company’s common stock could be weighted at a lower level, holders attempting to track the composition of these indices will be required to sell the Company’s common stock to match the reweighting of the indices. 13

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Risks Associated with the Company’s Industry

Future governmental regulation and legislation could limit the Company’s future growth.

The Company is a registered bank holding company, and its subsidiary bank is a depository institution whose deposits are insured by the FDIC. As a result, the Company is subject to various regulations and examinations by various regulatory authorities. In general, statutes establish the corporate governance and eligible business activities for the Company, certain acquisition and merger restrictions, limitations on inter-company transactions such as loans and dividends, capital adequacy requirements, requirements for anti-money laundering programs and other compliance matters, among other regulations. The Company is extensively regulated under federal and state banking laws and regulations that are intended primarily for the protection of depositors, federal deposit insurance funds and the banking system as a whole. Compliance with these statutes and regulations is important to the Company’s ability to engage in new activities and consummate additional acquisitions.

In addition, the Company is subject to changes in federal and state tax laws as well as changes in banking and credit regulations, accounting principles and governmental economic and monetary policies. The Company cannot predict whether any of these changes may adversely and materially affect it. Federal and state banking regulators also possess broad powers to take supervisory actions as they deem appropriate. These supervisory actions may result in higher capital requirements, higher insurance premiums and limitations on the Company’s activities that could have a material adverse effect on its business and profitability. While these statutes are generally designed to minimize potential loss to depositors and the FDIC insurance funds, they do not eliminate risk, and compliance with such statutes increases the Company’s expense, requires management’s attention and can be a disadvantage from a competitive standpoint with respect to non-regulated competitors.

The earnings of financial services companies are significantly affected by general business and economic conditions.

The Company’s operations and profitability are impacted by general business and economic conditions in the United States and abroad. These conditions include short-term and long-term interest rates, inflation, money supply, political issues, legislative and regulatory changes, fluctuations in both debt and equity capital markets, broad trends in industry and finance, and the strength of the U.S. economy and the local economies in which the Company operates, all of which are beyond the Company’s control. Deterioration in economic conditions could result in an increase in loan delinquencies and non-performing assets, decreases in loan collateral values and a decrease in demand for the Company’s products and services, among other things, any of which could have a material adverse impact on the Company’s financial condition and results of operations.

Financial services companies depend on the accuracy and completeness of information about customers and counterparties.

In deciding whether to extend credit or enter into other transactions, the Company may rely on information furnished by or on behalf of customers and counterparties, including financial statements, credit reports and other financial information. The Company may also rely on representations of those customers, counterparties or other third parties, such as independent auditors, as to the accuracy and completeness of that information. Reliance on inaccurate or misleading financial statements, credit reports or other financial information could have a material adverse impact on the Company’s business and, in turn, the Company’s financial condition and results of operations.

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Consumers may decide not to use banks to complete their financial transactions.

Technology and other changes are allowing parties to complete financial transactions that historically have involved banks through alternative methods. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts or mutual funds. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost deposits as a source of funds could have a material adverse effect on the Company’s financial condition and results of operations.

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A protracted government shutdown or issues relating to debt and the deficit may adversely affect the Company.

Extended shutdowns of parts of the federal government could negatively impact the financial performance of certain customers and could impact customers’ future access to certain loan and guarantee programs. As a result, this could impact the Company’s business, financial condition and results of operations.

As a result of past difficulties of the federal government to reach agreement over federal debt and issues connected with the debt ceiling, certain rating agencies placed the United States government's long-term sovereign debt rating on their equivalent of negative watch and announced the possibility of a rating downgrade. The rating agencies, due to constraints related to the rating of the United States, also placed government-sponsored enterprises in which the Company invests and receives lines of credit on ~~negative~~a ~~watch~~stable outlook and a downgrade of the United States government's credit rating would trigger a similar downgrade in the credit rating of these government-sponsored enterprises. Furthermore, the credit rating of other entities, such as state and local governments, may also be downgraded should the United States government's credit rating be downgraded. The impact that a credit rating downgrade may have on the national and local economy could have an adverse effect on the Company’s financial condition and results of operations.

The regulatory environment for the financial services is being significantly impacted by financial regulatory reform initiatives in the United States and elsewhere, including Dodd-Frank and regulations promulgated to implement it.

The Dodd-Frank Act comprehensively reforms the regulation of financial institutions and their products and services. Dodd-Frank requires various federal regulatory agencies to implement numerous rules and regulations. Because federal agencies are granted broad discretion in drafting these rules and regulations, many of the details and the full impact of Dodd-Frank may not be known for many months or years.

Dodd-Frank, like other financial industry reforms, has had and will continue to have a significant effect on our entire industry. Although it is difficult to predict with certainty the magnitude and ~~extend~~extent of these effects at this time, we believe compliance with Dodd-Frank, its interpretive regulations, rules, and initiatives will negatively impact revenue and increase the cost of doing business. Additional expenses associated with compliance with the Act, currently and on an ongoing basis, are likely to continue and the effects of full implementation of the Act may limit our ability to pursue certain business opportunities.

Changes to trade policies and tariffs can have an adverse impact on the Company’s business and its customers.

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

ITEM 1B: UNRESOLVED STAFF COMMENTS

None

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ITEM 1C: CYBERSECURITY

Being a financial services company, the Company encounters inherent cybersecurity risks and threats, which also affect its customers, suppliers, and third-party service providers. Throughout operations, the Company handles and processes data for its customers, employees, partners, and suppliers, understanding that a cybersecurity incident impacting any of these entities could significantly impact its operations and performance. As part of the financial services sector, the Company is held to rigorous regulatory compliance standards. To effectively manage these risks and meet regulatory demands, the Company has implemented a comprehensive, risk-based information security program. This program is designed in alignment with regulatory requirements and the guiding principles of the Federal Financial Institutions Examination Council (FFIEC) handbook and the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF).

Information Security Governance and Oversight

The Board of Directors assumes ultimate responsibility for overseeing the Company's information security program. The Company has established an Information Technology Steering Committee (ITSC), comprised of leaders from various departments across the organization, tasked with governing and overseeing the information security program. The ITSC underscores its commitment to treating cybersecurity as a business risk rather than solely a technical concern. The Chief Information Security Officer, reporting to the SVP, ~~General~~Chief ~~Counsel~~Risk Officer, is entrusted with leading the cybersecurity risk assessment process. This includes identifying risks, assessing inherent likelihood and impact, evaluating existing mitigating controls, calculating residual risk scores, and recommending risk responses to both the ITSC and the Board of Directors.

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Information Security Program

The Company's program aims to identify, protect, detect, respond, and recover from cyber threats, striving to prevent cybersecurity incidents to the extent feasible. Simultaneously, it enhances our resilience to minimize the impact of a cybersecurity event. The program is designed to be agile, proactive, and responsive to changes in the evolving threat landscape. It employs a layered cybersecurity approach, encompassing the following key elements:

	●	A Security Incident Response Plan (SIRP) detailing procedures and protocols to respond effectively and efficiently to cybersecurity events.
	●	A user awareness program featuring regular social engineering testing and training to keep our employees informed about cybersecurity best practices, potential threats, and effective responses to mitigate risks.
	●	A continuous vulnerability management program designed to validate the efficacy of our patch management strategy. It prioritizes the remediation of vulnerabilities posing risks to the organization, our customers, and partners.
	●	Protective technical security controls, reducing the likelihood of a cybersecurity incident.
	●	Detection, response, and recovery capabilities, mitigating the impact of cybersecurity incidents.
	●	A vendor management program, designed to manage and mitigate risks associated with leveraging suppliers and third-party service providers.
	●	Third-party penetration testing and internal and external vulnerability assessments, validating the effectiveness of our security controls.
	●	IT controls audits conducted by both internal and external auditors to ensure compliance with regulatory requirements, as well as our internal corporate policies and procedures.
	●	Regular reporting to the Board of Directors, providing insights into our cybersecurity posture and ongoing initiatives.

By implementing these measures, the Company strives to maintain a strong cybersecurity posture, safeguarding the organization, customers, and partners from potential threats while ensuring compliance with industry standards and regulations.

Notwithstanding the Company's defensive measures and processes, the threat posed by cyber-attacks is extremely serious. The Company may not be successful in preventing or mitigating all cybersecurity incidents that could have a material adverse effect on the Company. While the Company has not, to date, detected a significant compromise, significant data loss, or any material financial loss related to cybersecurity attacks, our internal systems and those of our customers and third-party service providers are under constant threat. It is possible that the Company could experience a future significant cybersecurity event. The Company expects risks and exposures related to cybersecurity attacks to remain high for the foreseeable future. For further discussion of risks related to cybersecurity, see "Item 1A Risk Factors."

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ITEM 2: PROPERTIES

As of December 31, ~~2024~~2025, the Company and the Bank operated 21 full-service banking offices, of which eleven were owned and ten were leased. The Pittston branch property is subject to a lease with a company of which director, William J. Joyce, Sr., is a partner. With the exception of the Pittston branch, none of the lessors of the properties leased by the Company are affiliated with the Company and all of the properties are located in the Commonwealth of Pennsylvania. The Company is headquartered at its owner-occupied main branch located on the corner of Blakely and Drinker Streets in Dunmore, PA. Executive and administrative, commercial lending, trust and asset management services are located at the Main Branch. The Company also operates a financial center in downtown Scranton, PA which is expected to be sold in 2026 upon the completion of the corporate headquarters. Executive, mortgage and consumer lending, finance, operations and a full-service call center are located in this building. During 2022, the Company purchased the Scranton Electric Building for a future corporate headquarters in Scranton, PA, with ~~which is in~~ the ~~process~~expected tocompletion beready ~~placed~~in on the ~~National~~second ~~Register~~quarter of ~~Historic Places. Demolition of non-historical interior improvements is complete and the planned remodeling is~~ ~~underway, with the expected completion ready for~~ 2026, see premises and ~~equipemt~~equipment discussion within Item 7. We believe each of our facilities is suitable and adequate to meet our current operational needs and intended purposes.

The Company also operates a wealth management office in Minersville, PA under a short-term lease agreement.

17 Additionally, the Company has a limited production office in Scranton, PA that is currently leased for certain commercial lenders and credit department employees. This lease will end in 2026 and these employees will move to the corporate headquarters.

~~Table~~The ofCompany ~~Contents~~ acquired a leased building in Scranton from the merger with Landmark Community Bank. The branch in the building was closed in September 2021 and the building was converted into a training center during 2022. This building will become vacant, and the training department will move to the corporate headquarters in 2026.

~~Additionally~~Foreclosed assets held-for-sale includes other real estate owned (ORE). The Company had one ORE property as of December 31, 2025. Upon possession, foreclosed properties are recorded on the Company’s ~~has~~balance sheet at the lower of cost or fair value. For a ~~limited~~further ~~production~~discussion ~~office~~of inORE ~~Scranton~~properties, PAsee ~~that~~“Foreclosed isassets ~~currently~~held-for-sale”, ~~leased~~located ~~for~~in ~~certain~~the ~~commercial~~comparison ~~lenders~~of ~~and~~financial ~~credit~~condition ~~department~~section ~~employees~~of managements’ discussion and analysis.

The Company acquired a leased building in Scranton from the merger with Landmark Community Bank. The branch in the building was closed in September 2021 and the building was converted into a training center during 2022.

Foreclosed assets held-for-sale includes other real estate owned (ORE). The Company had three ORE property as of December 31, 2024. Upon possession, foreclosed properties are recorded on the Company’s balance sheet at the lower of cost or fair value. For a further discussion of ORE properties, see “Foreclosed assets held-for-sale”, located in the comparison of financial condition section of managements’ discussion and analysis.

ITEM 3: LEGAL PROCEEDINGS

The nature of the Company’s business generates some litigation involving matters arising in the ordinary course of business. However, in the opinion of the Company after consulting with legal counsel, no legal proceedings are pending, which, if determined adversely to the Company or the Bank, would have a material effect on the Company’s undivided profits or financial condition or results of operations. No legal proceedings are pending other than ordinary routine litigation incidental to the business of the Company and the Bank. In addition, to management’s knowledge, no governmental authorities have initiated or contemplated any material legal actions against the Company or the Bank.

ITEM 4: MINE SAFETY DISCLOSURES

Not Applicable

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PART II

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The common stock of the Company is listed on Nasdaq and traded on The NASDAQ Global Market under the symbol “FDBC.” Shareholders requesting information about the Company’s common stock may contact:

Salvatore R. DeFrancesco, Jr., Treasurer

Fidelity D & D Bancorp, Inc.

Blakely and Drinker Streets

Dunmore, PA 18512

(570) 342-8281

Dividends are determined and declared by the Board of Directors of the Company. The Company expects to continue to pay regular quarterly cash dividends in the future; however, future dividends are dependent upon earnings, financial condition, capital strength and other factors of the Company. For a further discussion of regulatory capital requirements see Note 15, “Regulatory Matters,” contained within the notes to the consolidated financial statements, incorporated by reference in Part II, Item 8.

The Company offers a dividend reinvestment plan (DRP) for its shareholders. The DRP provides shareholders with a convenient and economical method of investing cash dividends payable on their common stock and the opportunity to make voluntary optional cash payments to purchase additional shares of the Company’s common stock. Participants pay no brokerage commissions or service charges when they acquire additional shares of common stock through the DRP. The administrator may purchase shares directly from the Company, in the open market, in negotiated transactions with third parties or using a combination of these methods.

The Company had approximately 1,~~585~~536 shareholders at December 31, ~~2024~~2025 and 1,~~592~~538 shareholders as of February 28, ~~2025~~2026. The number of shareholders is the actual number of distinct shareholders of record. Each security depository is considered a single shareholder for purposes of determining the approximate number of shareholders.

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Performance graph

The following graph and table compare the cumulative total shareholder return on the Company’s common stock against the cumulative total return of the Russell 3000 and KBW NASDAQ Bank index (the KBW NASDAQ index) for the period of five fiscal years commencing January 1, ~~2020~~2021, and ending December 31, ~~2024~~2025. The graph illustrates the cumulative investment return to shareholders, based on the assumption that a $100 investment was made on December 31, ~~2019~~2020, in each of: the Company’s common stock, the Russell 3000 and the KBW NASDAQ index. As of December 31, ~~2024~~2025, the KBW NASDAQ index consisted of 2423 banks. A listing of the banks that comprise the KBW NASDAQ index can be found on the Company’s website at www.bankatfidelity.com and then on the bottom of the page clicking on, Investor Relations, Stock Info, The KBW NASDAQ Bank index in the drop-down menu. All cumulative total returns are computed assuming the reinvestment of dividends into the applicable securities. The shareholder return shown on the graph and table below is not necessarily indicative of future performance:

Period Ending

~~Period Ending~~

Index

12/31/1920

12/31/2021

12/31/2122

12/31/2223

12/31/2324

12/31/2425

Fidelity D & D Bancorp, Inc.

100.00

~~105.~~93.81

9977.3735

8198.9417

~~104~~85.0018

9078.2487

Russell 3000 Index

100.00

~~120~~125.8966

~~151~~101.9153

~~122~~127.7388

~~154~~158.5932

~~191~~185.3947

KBW NASDAQ Bank Index

100.00

89138.6933

~~124~~108.0673

97107.5276

96147.6585

~~132~~196.6000

2019

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ITEM 6: [Reserved]

ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Critical accounting estimates

The presentation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect many of the reported amounts and disclosures. Actual results could differ from these estimates.

A material estimate that is particularly susceptible to significant change relates to the determination of the allowance for credit losses. Management believes that the allowance for credit losses at December 31, ~~2024~~2025 is adequate and reasonable to cover expected losses. Given the subjective nature of identifying and estimating loan losses, it is likely that well-informed individuals could make different assumptions and could, therefore, calculate a materially different allowance amount. While management uses available information to recognize losses on loans, changes in economic conditions and reasonable and supportable forecasts may necessitate revisions in the future. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for credit losses. Such agencies may require the Company to recognize adjustments to the allowance based on their judgment of information available to them at the time of their examination.

All significant accounting policies are contained in Note 1, “Nature of Operations and Summary of Significant Accounting Policies”, within the notes to consolidated financial statements and incorporated by reference in Part II, Item 8.

The following discussion and analysis presents the significant changes in the financial condition and in the results of operations of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024 and for each of the years then ended. This discussion should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this report.

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Non-GAAP Financial Measures

The following are non-GAAP financial measures which provide useful insight to the reader of the consolidated financial statements but should be considered supplemental to GAAP used to prepare the Company’s financial statements and should not be read in isolation or relied upon as a substitute for GAAP measures. In addition, the Company’s non-GAAP measures may not be comparable to non-GAAP measures of other companies. The Company’s tax rate used to calculate the fully-taxable equivalent (FTE) adjustment was 21% as of December 31, ~~2024~~2025 and ~~2023~~2024.

The following table reconciles the non-GAAP financial measures of FTE net interest income:

(dollars in thousands)	~~2024~~2025		~~2023~~2024
Interest income (GAAP)	$	~~107~~119,~~022~~839	$	93107,~~835~~022
Adjustment to FTE		3,~~036~~116		23,~~850~~036
Interest income adjusted to FTE (non-GAAP)		~~110~~122,~~058~~955		96110,~~685~~058
Interest expense (GAAP)		4547,~~157~~168		3145,~~788~~157
Net interest income adjusted to FTE (non-GAAP)	$	6475,~~901~~787	$	64,~~897~~901

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The efficiency ratio is non-interest expenses as a percentage of FTE net interest income plus non-interest income less gain/(loss) on sales of securities. The following table reconciles the non-GAAP financial measures of the efficiency ratio to GAAP:

(dollars in thousands)	~~2024~~2025			~~2023~~2024
Efficiency Ratio (non-GAAP)
Non-interest expenses (GAAP)	$	5558,~~541~~817		$	5155,~~870~~541
Net interest income (GAAP)		6172,~~865~~671			6261,~~047~~865
Plus: taxable equivalent adjustment		3,~~036~~116			23,~~850~~036
Non-interest income (GAAP)		1920,~~013~~559			1119,~~405~~013
Less: (Loss) gain on sales of securities		-			(6,468	)
Loss on sales of securities		1,190			-
Net interest income (FTE) plus adjusted non-interest income (non-GAAP)	$	8397,~~914~~536		$	8283,~~770~~914
Efficiency ratio (non-GAAP)		6660.1930	%		6266.6719	%

The following table provides a reconciliation of the tangible common equity (non-GAAP) and the calculation of tangible book value per share, tangible common equity ratio and adjusted tangible common equity ratio:

(dollars in thousands)	~~2024~~2025			~~2023~~2024
Tangible Book Value per Share (non-GAAP)
Total assets (GAAP)	$	2,~~584~~748,~~616~~058		$	2,~~503~~584,~~159~~616
Less: Intangible assets		(20,~~504~~242	)		(20,~~812~~504	)
Tangible assets		2,~~564~~727,~~112~~816			2,~~482~~564,~~347~~112
Total shareholders' equity (GAAP)		~~203~~238,~~969~~860			~~189~~203,~~479~~969
Less: Intangible assets		(20,~~504~~242	)		(20,~~812~~504	)
Tangible common equity	$	~~183~~218,~~465~~618		$	~~168~~183,~~667~~465
Common shares outstanding, end of period		5,~~736~~771,~~252~~110			5,~~703~~736,~~636~~252
Tangible Common Book Value per Share (non-GAAP)	$	3137.9888		$	2931.5798
Tangible Common Equity Ratio (non-GAAP)		78.1601	%		67.7916	%
Unrealized losses on held-to-maturity securities, net of tax	$	(2419,~~640~~119	)	$	(2124,~~375~~640	)
Adjusted tangible common equity ratio (non-GAAP)		67.1931	%		56.9319	%

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The following tables provides a reconciliation of the Company’s earnings results under GAAP to comparative non-GAAP results excluding gain/loss on the sale of available-for-sale debt securities:

	2024
(dollars in thousands except per share data)	Income before income taxes		Provision for income taxes		Net income		Diluted earnings per share
Results of operations (GAAP)	$	23,872	$	3,078	$	20,794	$	3.60
Add: Loss (gain) on the sale of available-for-sale debt securities		-		-		-		-
Adjusted earnings (non-GAAP)	$	23,872	$	3,078	$	20,794	$	3.60

	2023
(dollars in thousands except per share data)	Income before income taxes		Provision for income taxes		Net income		Diluted earnings per share
Results of operations (GAAP)	$	20,256	$	2,046	$	18,210	$	3.19
Add: Loss (gain) on the sale of available-for-sale debt securities		6,468		1,358		5,110		0.89
Adjusted earnings (non-GAAP)	$	26,724	$	3,404	$	23,320	$	4.08

The following table provides a reconciliation of pre-provision net revenue (PPNR) to average assets (non-GAAP):

(dollars in thousands)	~~2024~~2025			~~2023~~2024
Pre-Provision Net Revenue to Average Assets
Income before taxes (GAAP)	$	2333,~~872~~143		$	2023,~~256~~872
Plus: Provision for credit losses		1,~~465~~270			1,~~326~~465
Total pre-provision net revenue (non-GAAP)	$	2534,~~337~~413		$	2125,~~582~~337
Average assets	$	2,~~493~~689,~~659~~705		$	2,~~405~~493,~~096~~659
Pre-Provision Net Revenue to Average Assets (non-GAAP)		1.0228	%		01.9002	%

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Comparison of Financial Condition as of December 31, ~~2024~~2025

and ~~2023~~2024 and Results of Operations for each of the Years then Ended

Executive Summary

The Company generated $2028.82 million in net income in ~~2024~~2025, or $34.6089 ~~diluted~~ earnings per share, ($4.86 diluted earnings per share) an increase of $27.64 million, or 1436%, from $1820.28 million, or $3.1963 ~~diluted~~ earnings per share, ($3.60 diluted earnings per share) in ~~2023~~2024. ~~However,~~The ~~the~~ Company’s net interest income performance has ~~been~~increased ~~reduced~~primarily ~~by asset~~due ~~yields~~to ~~being~~interest ~~outpaced~~income bygrowth. ~~the increases~~The main driver of ~~rates~~the ~~paid~~growth onin ~~deposits.~~interest ~~During~~income ~~2024,~~was ~~federal~~the ~~funds~~average ~~rates~~balance ~~remained~~increase ~~steady~~in ~~from~~the ~~prior~~loan ~~periods~~and ~~until~~lease ~~the~~portfolio ~~third~~along ~~quarter~~with ofimproving ~~the~~yields ~~year.~~on Innew ~~September 2024,~~originations. ~~the~~Interest ~~Federal~~expense ~~Open~~increased ~~Market~~to ~~Committee~~a ~~(FOMC)~~lesser ~~decreased~~extent ~~interest~~primarily ~~rates~~due byto 50increases ~~basis~~in ~~points,~~the ~~and~~volume inof ~~both November~~deposits ~~and~~which ~~December~~replaced ofshort-term borrowings. ~~2024~~During 2025, the ~~FOMC~~Federal Open Market Committee (FOMC) decreased ~~interest~~the ~~rates~~federal byfunds ~~another~~rate 25by 75 basis points. Currently, consensus economic forecasts are expecting ~~declines~~ ~~between~~one 25 to 50two ~~basis~~declines ~~points~~of ~~over~~25 ~~the~~basis ~~course~~points ofthroughout fiscal year ~~2025~~2026. ~~The Company does not currently expect to see~~ ~~improvement in net interest margin until the second half of 2025, as rates on interest bearing deposits will take time to match the decreasing rate environment.~~ For ~~2025~~2026, the Company ~~currently~~ maintains a loan pipeline which is expected to grow the loan portfolio funded by utilizing excess cash holdings and will plan to borrow in the event cash is depleted and there is not enough deposit growth to fund loan growth. The focus remains toon ~~manage~~enhancing margin ~~enhancement~~ by reallocating cash flow to focus growth on specific higher yielding assets, being proactive with loan pricing, and managing deposit costs to maintain a reasonable spread.

Nationally, the unemployment rate rose from 34.71% at December 31, ~~2023~~2024 to 4.14% at December 31, ~~2024~~2025. The unemployment rates in the Scranton - Wilkes-Barre - Hazleton (market area north) and the Allentown – Bethlehem - Easton (market area south) Metropolitan Statistical Areas (local) increased with both at a lower level than the national unemployment rate. According to the U.S. Bureau of Labor Statistics, the local unemployment rates at December 31, ~~2024~~2025 were 34.83% in the market area north and 3.49% in the market area south, respectively, an increase of 0.35 and 0.15 percentage points from the 3.58% and 3.34%, respectively, at December 31, ~~2023~~2024. The median home values in the Scranton-Wilkes-Barre-Hazleton metro and Allentown-Bethlehem-Easton metro each increased 75.01% and 52.48% from a year ago, according to Zillow, an online database advertising firm providing access to its real estate search engines to various media outlets, and values are expected to grow 12.85% and 2.87% in the next year. In light of these expectations, we believe the real estate values could continue to increase at these levels with the declining rate environment. Management will continue to monitor the economic climate in our region and scrutinize growth prospects with credit quality as a principal consideration.

InFor ~~2024,~~ the ~~Company~~years ~~experienced~~ended anDecember ~~increase~~31, in2025 ~~net~~and ~~income~~2024, ~~partially~~book ~~due~~value toper ~~the~~share ~~effects~~was ~~from~~$41.39 ~~deleveraging~~and ~~from~~$35.56, ~~the sale~~respectively, ofan ~~securities~~increase ~~in the fourth quarter~~ of ~~2023~~16%. ~~Due~~Over ~~to volatility in~~ the ~~levels~~same ~~of borrowings during October 2023 and the increasing expected dependency on borrowing capacity from experiencing deposit fluctuations while funding loan growth~~periods, tangible ~~the~~common ~~Company~~book ~~evaluated~~value aper ~~liquidity~~share ~~strategy to deleverage the reliance on short~~(non-~~term~~GAAP) ~~borrowings~~was $37. As88 aand ~~result of this evaluation~~$31.98 (1), ~~in November 2023~~respectively, ~~the~~an ~~Company~~increase ~~sold certain available-for-sale securities with a carrying value~~ of ~~$35~~18%.6 ~~million~~The ~~for~~increase ~~a $6.5 million loss recognized~~ in ~~gain~~tangible ~~(loss)~~book onvalue ~~sale~~was ofdue ~~available-for-sale~~primarily ~~debt~~to ~~securities.~~an ~~The~~increase ~~$29.1 million~~ in ~~proceeds~~retained ~~received~~earnings ~~were~~from ~~used to~~net ~~pay~~income. ~~down~~These ~~short~~non-~~term~~GAAP ~~borrowings~~measures ~~that~~should ~~replenished~~be ~~available~~reviewed ~~borrowing~~in ~~capacity~~connection atwith ~~that~~the ~~time,~~reconciliation ~~while~~of ~~eliminating~~these ~~425~~non-GAAP ~~basis~~ratios. ~~points~~See in“Non-GAAP ~~negative~~Financial ~~spread~~Measures” aslocated ~~one~~above ~~means~~within tothis ~~improve~~management’s ~~future~~discussion ~~earnings~~and analysis.

~~For~~Non-performing ~~the~~assets ~~years~~represented ~~ended~~0.08% ~~December~~of ~~31,~~total ~~2024~~assets ~~and~~as ~~2023,~~of ~~tangible~~December ~~common book value per share (non-GAAP) was $~~31~~.98 and $29.57 (1)~~, ~~respectively~~2025, ana ~~increase~~decrease offrom 80.230%. ~~The~~at ~~increase~~the inprior ~~tangible~~year ~~book~~end. ~~value~~Non-performing ~~was due primarily~~ assets to antotal ~~increase~~assets indecreased ~~retained~~during ~~earnings~~2025 ~~from~~mostly ~~net~~due ~~income.~~to ~~These~~a ~~non-GAAP~~decline ~~measures should be reviewed~~ in ~~connection with the reconciliation of these~~ non-~~GAAP~~accrual ~~ratios~~loans. ~~See “Non-GAAP Financial Measures” located above within this management’s discussion and analysis.~~

During 2024, the Company’s assets grew by 3% primarily as a result of growth in the loan portfolio. In 2025, we expect total loans to increase and a decline in the investment portfolio due to cash flow being utilized to fund loan growth. The increase in the loan portfolio is expected to be funded primarily by cashflow produced from the investment portfolio and deposit growth, supplemented by short-term borrowings, when necessary. No long-term FHLB advances are currently expected to be used in 2025.

Non-performing assets represented 0.30% of total assets as of December 31, 2024, up from 0.13% at the prior year end. Non-performing assets to total assets were higher during 2024 mostly due to the percentage change of non-performing assets increasing to a greater extent compared to the growth in total assets.

(1) See non-GAAP financial measurements reconciliation on page 22.

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Branch managers, relationship bankers, mortgage originators and our business service partners are all focused on developing a mutually profitable full banking relationship with our clients. We understand our markets, offer products and services along with financial advice that is appropriate for our community, clients and prospects. The Company continues to focus on the trusted financial advisor model by utilizing the team approach of experienced bankers that are fully engaged and dedicated towards maintaining and growing profitable relationships.

During ~~2025~~2026, the Company currently expects to operate in a moderately declining interest rate environment throughout the year. Management is primarily reliant on the Federal Open Market Committee'’s statements and forecast. Management is aware the Company may continue to experience pressure to maintain higher rates on interest-bearing deposits due to the competitive nature of deposits in our market area. ToManagement ~~help~~monitors ~~mitigate~~uninsured ~~any~~deposits ~~impact~~which represented approximately 39% of ~~the~~total ~~imminent~~deposits ~~change~~as toof ~~the~~December ~~economic~~31, ~~landscape~~2025, ~~the~~primarily ~~Company~~within ~~has~~non-personal ~~successfully~~accounts. ~~developed~~Also, ~~and~~as ~~will~~part ~~continue~~of tothe ~~strengthen~~planning ~~its~~process, ~~association~~management ~~with~~incorporates ~~existing~~deposit ~~customers~~pricing assumptions from its non-maturity deposit study, ~~develop~~including ~~new~~estimated ~~business~~beta ~~relationships~~sensitivity ~~and~~for ~~generate~~interest-bearing ~~new~~accounts, ~~loan~~and ~~volumes.~~monitors ~~The~~liquidity ~~Company’s~~under ~~net~~multiple ~~interest~~stress ~~income~~scenarios ~~performance~~through ~~has~~its ~~been~~contingency ~~reduced~~funding ~~by asset~~and ~~yields~~liquidity ~~being~~risk ~~outpaced~~reporting byprocesses. ~~higher~~Accordingly, ~~cost~~while ofcompetitive ~~funds~~funding ~~compressing~~pressures ~~net~~may ~~interest~~continue, ~~spread.~~management ~~For~~believes ~~2025~~its deposit mix, modeled deposit repricing assumptions and liquidity monitoring framework position the Company ~~currently~~to ~~expects~~manage funding costs and liquidity prudently. Expected loan growth is anticipated to ~~improve~~ be funded by deposit growth and net interest margin is expected to improve compared to ~~2024~~2025.

(1) See non-GAAP financial measurements reconciliation on page 21.

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Financial Condition

Consolidated assets increased $81163.54 million, or 36%, to $2.6 7 billion as of December 31, ~~2024~~2025 from $2.56 billion as of December 31, ~~2023~~2024. The increase in assets was primarily due to loan portfolio growth. The Company ~~reallocated assets and~~ used deposits to fund loan growth.

The following table provides a comparison of condensed balance sheet data as of December 31:

(dollars in thousands)
Assets:	~~2024~~2025		%			~~2023~~2024		%
Cash and cash equivalents	$	83148,~~353~~060		35.24	%	$	~~111~~83,~~949~~353		43.52	%
Investment securities		~~557~~523,~~221~~946		2119.61			~~568~~557,~~273~~221		2221.76
Restricted investments in bank stock		34,~~961~~373		0.2			3,~~905~~961		0.2
Loans and leases, net (including loans HFS)		1,~~781~~891,~~190~~556		68.8			1,~~667~~781,~~749~~190		6668.58
Bank premises and equipment		3548,~~914~~950		1.48			3435,~~232~~914		1.4
Life insurance cash surrender value		5859,~~069~~396		2.2			5458,~~572~~069		2.2
Other assets		6471,~~908~~777		2.65			6264,~~479~~908		2.56
Total assets	$	2,~~584~~748,~~616~~058		100.0	%	$	2,~~503~~584,~~159~~616		100.0	%
Liabilities:
Total deposits	$	2,~~340~~467,~~820~~353		9089.68	%	$	2,~~158~~340,~~425~~820		8690.26	%
Secured borrowings		65,~~266~~995		0.2			76,~~372~~266		0.32
Short-term borrowings		-20		-			~~117,000~~-		~~4.7~~-
Other liabilities		3335,~~561~~830		1.3			3033,~~883~~561		1.23
Total liabilities		2,~~380~~509,~~647~~198		9291.13			2,~~313~~380,~~680~~647		92.41
Shareholders' equity		~~203~~238,~~969~~860		78.97			~~189~~203,~~479~~969		7.69
Total liabilities and shareholders' equity	$	2,~~584~~748,~~616~~058		100.0	%	$	2,~~503~~584,~~159~~616		100.0	%

A comparison of net changes in selected balance sheet categories as of December 31, are as follows:

						Earning										Other					FHLB
(dollars in thousands)	Assets				%	assets*				%	Deposits				%	borrowings				%	advances				%
2024	$	81,457		3		$	73,355		3		$	182,395		8		$	(118,106	)	(95	)	$	-		-
2025	$	163,442		6		$	148,966		6		$	126,533		5		$	(251	)	(4	)	$	-		-
2024		81,457		3			73,355		3			182,395		8			(118,106	)	(95	)		-		-
2023		124,787		5			100,726		5			(8,488	)	-			103,813		505			-		-
2022		(40,732	)	(2	)		(35,954	)	(2	)		(2,952	)	-			9,939		94			-		-
2021		719,594		42			682,812		43			660,360		44			10,620		100			(5,000	)	(100	)
2020		689,583		68			648,880		69			673,768		81			(37,839	)	(100	)		(10,000	)	(67	)

* Earning assets include interest-bearing deposits with financial institutions, gross loans and leases, loans held-for-sale, available-for-sale and held-to-maturity securities and restricted investments in bank stock excluding loans placed on non-accrual status.

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For more information about the Company's capital, see Footnote 15, "Regulatory Matters," of Part II, Item 8 “Financial Statements and Supplementary Data”, which is incorporated herein by reference and the "Capital Resources" section of management’s discussion and analysis contained herein.

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Funds Provided:

Deposits

The Company is a community-based commercial depository financial institution, member FDIC, which offers a variety of deposit products with varying ranges of interest rates and terms. Generally, deposits are obtained from consumers, businesses and public entities within the communities that surround the Company’s 21 branch offices and all deposits are insured by the FDIC up to the ~~full~~ extent permitted by law. Deposit products consist of transaction accounts including: savings; clubs; interest-bearing checking; money market; non-interest bearing checking (DDA). The Company also offers short- and long-term time deposits or certificates of deposit (CDs). CDs are deposits with stated maturities which can range from seven days to ten years. Cash flow from deposits is influenced by economic conditions, changes in the interest rate environment, pricing and competition. To determine interest rates on its deposit products, the Company considers local competition, spreads to earning-asset yields, liquidity position and rates charged for alternative sources of funding such as short-term borrowings and FHLB advances.

The following table represents the components of total deposits as of the date indicated:

	December 31, 2024					December 31, 2023
	December 31, 2025					December 31, 2024
(dollars in thousands)	Amount		%			Amount		%
Interest-bearing checking	$	~~672~~674,~~290~~412		2827.73	%	$	~~710~~672,~~094~~290		3228.97	%
Savings and clubs		~~189~~188,~~534~~449		87.16			~~203~~189,~~446~~534		98.41
Money market		~~606~~698,~~161~~935		2528.94			~~495~~606,~~773~~161		2325.09
Certificates of deposit		~~338~~352,~~900~~976		14.53			~~212~~338,~~969~~900		914.95
Total interest-bearing		1,~~806~~914,~~885~~772		77.26			1,~~622~~806,~~282~~885		7577.2
Non-interest bearing		~~533~~552,~~935~~581		22.84			~~536~~533,~~143~~935		2422.8
Total deposits	$	2,~~340~~467,~~820~~353		100.0	%	$	2,~~158~~340,~~425~~820		100.0	%

Total deposits increased $~~182~~126.45 million, or 85%, to $2.35 billion as of December 31, ~~2024~~2025 from $2.23 billion as of December 31, ~~2023~~2024. ~~CDs~~ ~~increased~~The increase includes: money market $~~125~~92.98 million, orCDs ~~59%,~~$14.1 ~~as of December 31~~million, ~~2024 primarily due to promotional rates throughout the second half of 2024~~ and ~~one~~ ~~relationship which transferred approximately $45 million from~~ interest-bearing checking ~~accounts to IntraFi's Certificate of Deposit Account Registry Service (CDARS). Money market accounts increased~~ $~~110~~2.41 million ~~primarily~~ are driven by ~~maintaining a highly competitive rate offer for both~~ new ~~accounts~~primary ~~and retention of the product. During 2024~~checking households, ~~two~~an ~~accounts~~increase toin ~~one~~existing ~~public~~account ~~customer~~balances ~~with~~and a ~~balance~~retention ofstrategy ~~$12.2~~with ~~million~~targeted atmarketing ~~the~~in ~~end~~support of ~~2023~~building ~~were~~client ~~transferred~~relationships. ~~from non~~Non-interest bearing ~~to interest-bearing~~ checking ~~accounts.~~balances ~~Excluding the transfer, non-interest bearing checking accounts would have~~ increased $1018.~~0 million due to an increase in business checking balances. Despite the purchase of $24.~~6 million ~~in Insured Cash Sweep (ICS) one-way buy deposits at the end of 2024, interest-bearing checking accounts decreased $37.8 million~~ primarily due to ~~the~~business ~~aforementioned transfer to CDARS; although, excluding the ICS one-way buy~~ and ~~the~~personal ~~transfer~~demand todeposit ~~CDARS, interest-bearing checking would have grown $24~~accounts.6 ~~million.~~ Savings and club ~~accounts also~~account balances decreased by $131.91 million during 2025 primarily due to ~~personal savings declines and~~ shifts to ~~CDs and~~ money market accounts, ~~even~~and ~~though the number of accounts in each product grew throughout 2024~~CDs. WeDuring ~~currently expect this trend of cash usage~~2026, ~~due to~~ the impact of inflation on consumer and business spending and deposit mix shifts caused by the highly competitive interest rate environment, to continue through the first half of 2025, offset by new relationships and account growth. For 2024, the Company experienced average checking and savings account balance declines as clients transferred their deposits to investments to earn higher interest and pay down debts along with increased consumer spending. The Company focuses on obtaining a full-banking relationship with existing core operating checking account customers as well as forming new customer relationships. The Company will continue to execute its relationship development ~~and client segment~~ strategy~~, explore the demographics within its marketplace and develop targeted programs for its customers~~ to maintain and grow core deposits. ~~Seasonal~~Public ~~public~~ deposit fluctuations are expected to remain ~~volatile~~ seasonal and at times may partially offset future deposit growth. ~~The Company will continue to closely monitor the competitive rate environment to align relationship retention and growth.~~

26 The Company utilizes the CDARS reciprocal program and the ICS reciprocal program to obtain FDIC insurance protection for customers who have large deposits that at times may exceed the FDIC maximum insured amount of $250,000. The Company had $48.9 million and $49.4 million in CDARS as of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, ICS reciprocal deposits represented $153.1 million and $150.6 million, or 6% and 6%, respectively, of total deposits which are included in interest-bearing checking accounts in the table above.

As of December 31, 2025, total uninsured deposits were estimated to be $954.0 million, or 39% of total deposits. The estimate of uninsured deposits is based on the same methodologies and assumptions used for regulatory reporting requirements. The Company aggregates deposit products by taxpayer identification number and classifies them into ownership categories to estimate amounts over the FDIC insurance limit. As of December 31, 2025, the total of uninsured and non-collateralized deposits to total deposits was $656.5 million, or 27% of deposits. Collateralized deposits totaled $297.5 million, or 12% of total deposits as of December 31, 2025.

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The ~~Company~~maturity ~~utilizes~~distribution ~~the~~of ~~CDARS reciprocal~~certificates ~~program~~of ~~and~~deposit ~~the ICS reciprocal program to obtain FDIC insurance protection for customers who have large deposits~~ that atmeet ~~times~~or ~~may~~ exceed the FDIC ~~maximum~~limit, ~~insured~~by ~~amount of $250~~account,~~000.~~ ~~The Company had $49.4 million and $1.4 million in CDARs~~ as of December 31, ~~2024~~2025 ~~and~~is ~~2023,~~as respectively. As of December 31, 2024 and 2023, ICS reciprocal deposits represented $150.6 million and $151.4 million, or 6% and 7%, respectively, of total deposits which are included in interest-bearing checking accounts in the table above.follows:

As of December 31, 2024, total uninsured deposits were estimated to be $883.6 million, or 38% of total deposits. The estimate of uninsured deposits is based on the same methodologies and assumptions used for regulatory reporting requirements. The Company aggregates deposit products by taxpayer identification number and classifies them into ownership categories to estimate amounts over the FDIC insurance limit. As of December 31, 2024, the total of uninsured and non-collateralized deposits to total deposits was $562.2 million, or 24% of deposits. Collateralized deposits totaled $321.4 million, or 14% of total deposits as of December 31, 2024.

(dollars in thousands)
Three months or less	$	31,248
More than three months to six months		56,906
More than six months to twelve months		20,365
More than twelve months		1,516
Total	$	110,035

~~The~~Approximately ~~maturity~~96% ~~distribution~~of the CDs, with a weighted-average interest rate of ~~certificates~~3.72%, are scheduled to mature in 2026 and an additional 2%, with a weighted-average interest rate of ~~deposit~~2.01%, ~~that~~are ~~meet~~scheduled orto ~~exceed~~mature in 2027. Renewing CDs are currently expected to reprice to lower market rates depending on the ~~FDIC~~rate ~~limit~~on the maturing CD, bythe ~~account~~pace and direction of interest rate movements, asthe shape of the yield curve, competition, the rate profile of the maturing accounts and depositor preference for alternative, non-term products. ~~December~~The 31Company continues to address maturing CDs on a relationship pricing basis, ~~2024~~with isboth asCD ~~follows:~~retention and promotional programs and a rate match when prudent to maintain relationships. For the fiscal year of 2025, 87% of maturing CDs were retained in deposit products within the bank. The Company will consider the needs of the customers and simultaneously be mindful of the liquidity levels, borrowing rates and the interest rate sensitivity exposure of the Company.

(dollars in thousands)
Three months or less	$	37,695
More than three months to six months		28,885
More than six months to twelve months		41,594
More than twelve months		602
Total	$	108,776

Approximately 96% of the CDs, with a weighted-average interest rate of 4.36%, are scheduled to mature in 2025 and an additional 2%, with a weighted-average interest rate of 1.20%, are scheduled to mature in 2026. Renewing CDs are currently expected to reprice to lower market rates depending on the rate on the maturing CD, the pace and direction of interest rate movements, the shape of the yield curve, competition, the rate profile of the maturing accounts and depositor preference for alternative, non-term products. The Company continues to address maturing CDs on a relationship pricing basis, with both CD retention and promotional programs and a rate match when prudent to maintain relationships. For the fiscal year of 2024, CD retention is over 85%. The Company will consider the needs of the customers and simultaneously be mindful of the liquidity levels, borrowing rates and the interest rate sensitivity exposure of the Company. Additionally, the Company utilized IntraFi's ICS One-way buy to purchase $24.6 million at year-end 2024 compared to no balance at December 31, 2023.

Short-term borrowings

Borrowings are used as a complement to deposit generation as an alternative funding source whereby the Company will borrow under advances from the FHLB of Pittsburgh and other correspondent banks for asset growth and liquidity needs.

Short-term borrowings may include overnight balances with FHLB's line of credit and/or correspondent banks federal funds lines which the Company may require to fund daily liquidity needs such as deposit outflow, loan demand and operations. As of December 31, ~~2024~~2025, the Company did not use any short-term borrowings to fund loan growth. As of December 31, ~~2024~~2025, the Company had the ability to borrow $~~157~~145.30 million from the Federal Reserve borrower-in-custody program, full availability of $150.0 million in overnight borrowings with the FHLB open-repo line of credit and $2030.0 million from lines of credit with correspondent banks.

Information with respect to the Company’s short-term borrowings' maximum and average outstanding balances and interest rates are contained in Note 8, “Short-term Borrowings,” of the notes to consolidated financial statements incorporated by reference in Part II, Item 8.

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Secured borrowings

As of December 31, ~~2024~~2025, the Company had 5 secured borrowing agreements with third parties with a carrying value of $6.20 million compared to 85 secured borrowing agreements with third parties with a carrying value of $76.42 million as of December 31, ~~2023~~2024, related to certain sold loan participations that did not qualify for sales treatment. Secured borrowings are expected to decrease throughout ~~2025~~2026 from scheduled amortization and, when possible, early pay-offs.

FHLB advances

The Company had no FHLB advances as of December 31, ~~2024~~2025 and ~~2023~~2024. As of December 31, ~~2024~~2025, the Company had the ability to borrow up to $~~733~~812.27 million from the FHLB, net of any overnight borrowings utilized. The Company does not expect to have any FHLB advances in ~~2025~~2026.

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Funds Deployed:

Investment Securities

The Company’s investment policy is designed to complement its lending activities, provide monthly cash flow, manage interest rate sensitivity and generate a favorable return without incurring excessive interest rate and credit risk while managing liquidity at acceptable levels. In establishing investment strategies, the Company considers its business, growth strategies or restructuring plans, the economic environment, the interest rate sensitivity position, the types of securities in its portfolio, permissible purchases, credit quality, maturity and re-pricing terms, call or average-life intervals and investment concentrations. The Company’s policy prescribes permissible investment categories that meet the policy standards and management is responsible for structuring and executing the specific investment purchases within these policy parameters. Management buys and sells investment securities periodically depending on market conditions, business trends, liquidity needs, capital levels and structuring strategies. Investment security purchases provide a way to quickly invest excess liquidity in order to generate additional earnings. The Company generally earns a positive interest spread by assuming interest rate risk using deposits or borrowings to purchase securities with longer maturities.

At the time of purchase, management classifies investment securities into one of three categories: trading, available-for-sale (AFS) or held-to-maturity (HTM). To date, management has not purchased any securities for trading purposes. Some of the securities the Company purchases are classified as AFS even though there is no immediate intent to sell them. The AFS designation affords management the flexibility to sell securities and position the balance sheet in response to capital levels, liquidity needs or changes in market conditions. Debt securities designated as AFS are carried at fair value on the consolidated balance sheets with unrealized gains and losses, net of deferred income taxes, reported within shareholders’ equity as a component of accumulated other comprehensive income (AOCI). Securities designated as HTM are carried at amortized cost and represent debt securities that the Company has the ability and intent to hold until maturity. For the year ended December 31, ~~2024~~2025, AOCI improved by $014.9 million primarily due to ~~amortization of~~ unrealized ~~losses~~gains on securities ~~transferred from~~ AFS ~~to HTM~~.

As of December 31, ~~2024~~2025, the carrying value of held-to-maturity securities was $~~225~~227.8 3 million, net of $1311.89 million in remaining transferred discount.

The Company utilized a fair value hedge to designate and swap a portion of the fixed rate AFS portfolio. The Company has an approved Derivative Policy that requires Board pre-approval on such balance sheet hedging activities as well as ongoing reporting to its ALCO Committee. The Board has approved up to $200 million in notional amount of pay-fixed interest rate swap and the Company has executed on $100 million to date.

During September 2023, the Company entered into a $100 million interest rate swap with a third-party financial institution to limit the risk to the investment portfolio of rising interest rates. The interest rate swap was designated as a fair value hedge and utilized a pay fixed interest rate swap to hedge the change in fair value attributable to the movement in the Secured Overnight Financing Rate ("SOFR"). The Company designated $50 million of the swap's notional balance as a hedge against the closed portfolio of 20-year mortgage-backed securities and $50 million as a hedge against the closed portfolio of tax-free municipal bonds. As of December 31, ~~2024~~2025, the Company recorded the fair value of the swap as $1.0 .9 million in accrued interest payable and other liabilities on the consolidated balance sheet offset by a $1.0.9 million increase to the carrying value of designated investment securities.

28 As of December 31, 2025, the carrying value of investment securities amounted to $523.9 million, or 19% of total assets, compared to $557.2 million, or 22% of total assets, as of December 31, 2024. On December 31, 2025, 32% of the carrying value of the investment portfolio was comprised of U.S. Government Sponsored Enterprise residential mortgage-backed securities (MBS – GSE residential or mortgage-backed securities) that amortize and provide monthly cash flow that the Company can use for reinvestment, loan demand, unexpected deposit outflow, facility expansion or operations. The mortgage-backed securities portfolio includes only pass-through bonds issued by Fannie Mae, Freddie Mac and the Government National Mortgage Association (GNMA).

The Company’s municipal (obligations of states and political subdivisions) portfolio is comprised of tax-free municipal bonds with a book value of $187.0 million ($170.7 million including the remaining net unrealized loss transferred on HTM securities) and taxable municipal bonds with a book value of $81.9 million ($75.8 million including the remaining net unrealized loss transferred on HTM securities). The overall credit ratings of these municipal bonds was as follows: 35% AAA, 63% AA, and 1% A. For HTM municipal securities, the Company utilized a third-party model to analyze whether a credit loss reserve is needed for these bonds. The amount of the credit loss reserve calculated was immaterial because of the underlying strong credit quality of the municipal portfolio.

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AsDuring ~~of December 31~~2025, ~~2024,~~ the carrying value of ~~investment~~total ~~securities~~investments ~~amounted~~decreased to $~~557~~33.23 million, or 226%. The ofdecline ~~total~~was primarily ~~assets,~~due ~~compared~~ to ~~$568.3~~the ~~million,~~sale ~~or 23%~~ of ~~total~~$45.7 ~~assets,~~million ~~as of~~in ~~December~~available-for-sale ~~31,~~securities ~~2023~~and $23.0 Onmillion ~~December~~in ~~31,~~paydowns partially offset ~~2024,~~by ~~33%~~$25.1 ofmillion ~~the~~in ~~carrying value~~ purchases of ~~the investment portfolio was comprised of U~~securities.S. The ~~Government~~Company ~~Sponsored~~attempts ~~Enterprise~~to ~~residential~~maintain ~~mortgage~~a well-~~backed~~diversified ~~securities~~and ~~(MBS~~proportionate –investment ~~GSE~~portfolio ~~residential or mortgage-backed securities)~~ that ~~amortize~~is ~~and~~structured ~~provide~~to ~~monthly~~complement ~~cash~~the ~~flow~~strategic ~~that~~direction of the Company. ~~can~~Its ~~use~~growth ~~for~~typically ~~reinvestment,~~supplements ~~loan~~the ~~demand,~~lending ~~unexpected~~activities ~~deposit~~but ~~outflow,~~also ~~facility~~considers ~~expansion~~the orcurrent ~~operations.~~and ~~The~~forecasted ~~mortgage-backed~~economic ~~securities~~conditions, ~~portfolio~~the ~~includes~~Company’s ~~only~~liquidity ~~pass-through~~needs ~~bonds~~and ~~issued~~interest byrate ~~Fannie~~risk ~~Mae~~profile, ~~Freddie~~to ~~Mac and~~ the ~~Government~~extent ~~National Mortgage Association (GNMA)~~possible.

The Company’s municipal (obligations of states and political subdivisions) portfolio is comprised of tax-free municipal bonds with a book value of $198.6 million ($179.2 million including the remaining net unrealized loss transferred on HTM securities) and taxable municipal bonds with a book value of $91.6 million ($83.4 million including the remaining net unrealized loss transferred on HTM securities). The overall credit ratings of these municipal bonds was as follows: 37% AAA, 61% AA, and 1% A. For HTM municipal securities, the Company utilized a third-party model to analyze whether a credit loss reserve is needed for these bonds. The amount of the credit loss reserve calculated was immaterial because of the underlying strong credit quality of the municipal portfolio.

During 2024, the carrying value of total investments decreased $11.1 million, or 2%. The decline was primarily due to principal reductions totaling $22.8 million coupled with a $1.2 million decline in the unrealized loss position in the AFS portfolio. Partially offsetting these decreases was $15.4 million in purchase of MBS - GSE residential or mortgage-backed securities throughout 2024. The Company attempts to maintain a well-diversified and proportionate investment portfolio that is structured to complement the strategic direction of the Company. Its growth typically supplements the lending activities but also considers the current and forecasted economic conditions, the Company’s liquidity needs and interest rate risk profile, to the extent possible.

A comparison of total investment securities as of December 31 follows:

	December 31, 2024										December 31, 2023
	December 31, 2025										December 31, 2024
(dollars in thousands)	Amount		%			Book yield			Reprice term (years)		Amount		%			Book yield			Reprice term (years)
HTM securities:
Obligations of states & political subdivisions - tax exempt	$	83,~~544~~606		1516.1	%		2.1	%		1918.8	$	83,~~483~~544		1415.81	%		2.1	%		2019.8
Obligations of states & political subdivisions - taxable		5960,~~734~~113		1011.74			2.1			109.3		59,~~368~~734		10.47			2.1			1110.3
Agency - GSE		8283,~~486~~620		1415.79			1.4			54.4		8182,~~382~~486		14.37			1.4			65.4
Total HTM securities	$	~~225~~227,~~764~~339		4043.54	%		1.8	%		1211.1	$	~~224~~225,~~233~~764		3940.5	%		1.8	%		1312.1
AFS debt securities:
MBS - GSE residential	$	~~183~~169,~~999~~165		3332.03	%		2.0	%		5.94	$	~~193~~183,~~698~~999		3433.10	%		12.80	%		65.09
Obligations of states & political subdivisions - tax exempt		9587,~~635~~116		1716.26			2.4			17.50		9995,~~323~~635		17.52			2.4			1117.75
Obligations of states & political subdivisions - taxable		2315,~~623~~704		43.20			1.64			43.6		23,~~474~~623		4.12			1.6			54.6
Agency - GSE		2824,~~200~~622		54.17			1.21			32.38		2728,~~545~~200		45.81			1.2			43.3
Total AFS debt securities	$	~~331~~296,~~457~~607		5956.56	%		2.0	%		8.95	$	~~344~~331,~~040~~457		6059.5	%		12.90	%		78.49
Total securities	$	~~557~~523,~~221~~946		100.0	%		21.09	%		109.16	$	~~568~~557,~~273~~221		100.0	%		12.90	%		910.61

The investment securities portfolio contained no private-label mortgage-backed securities, collateralized mortgage obligations, collateralized debt obligations, or trust-preferred securities. The portfolio had no adjustable-rate instruments as of December 31, ~~2024~~2025 and ~~2023~~2024.

29 The AFS securities were recorded with a net unrealized loss of $36.4 million and $52.8 million as of December 31, 2025 and 2024, respectively. Of the $16.4 million net improvement: $11.2 million was attributable to mortgage-backed securities, $3.9 million attributable to municipal securities, and $1.3 million was attributable to agency securities. The direction and magnitude of the change in value of the Company’s investment portfolio is attributable to the direction and magnitude of the change in interest rates along the treasury yield curve. Generally, the values of debt securities move in the opposite direction of the changes in interest rates. As interest rates along the treasury yield curve rise, especially at the intermediate and long end, the values of debt securities tend to decline. Whether or not the value of the Company’s investment portfolio will change above or below its amortized cost will be largely dependent on the direction and magnitude of interest rate movements and the duration of the debt securities within the Company’s investment portfolio. Management does not consider the reduction in value attributable to changes in credit quality. Correspondingly, when interest rates decline, the market values of the Company’s debt securities portfolio could be subject to market value increases.

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~~The~~As ~~AFS securities were recorded with a net unrealized loss~~ of ~~$52.8 million and $51.6 million as of~~ December 31, ~~2024 and 2023~~2025, ~~respectively.~~the OfCompany ~~the~~had $1266.2 ~~million~~ ~~net decline: $1.3~~ million ~~was~~in ~~attributable~~public todeposits, ~~mortgage-backed~~or ~~securities~~11% ~~and~~of ~~$0.5~~total ~~million was attributable to municipal securities~~deposits. ~~This~~Pennsylvania ~~decrease~~state ~~was~~law ~~offset~~requires bythe aCompany ~~$0.6~~to ~~million~~maintain ~~improvement~~pledged ~~in agency~~ securities~~. The~~ ~~direction~~ on public and ~~magnitude~~trust ofdeposits ~~the~~or ~~change~~otherwise inobtain ~~value~~a ofFHLB ~~the~~letter ~~Company’s investment portfolio is attributable to the direction and magnitude~~ of ~~the~~credit ~~change~~or inFDIC ~~interest~~insurance ~~rates~~for ~~along~~these ~~the treasury yield curve~~customers. ~~Generally,~~The ~~the~~Company ~~values~~also ofpledges ~~debt~~ securities ~~move~~for inderivative ~~the~~instruments ~~opposite~~and ~~direction~~certain ofborrowed ~~the changes in interest rates~~funds. As ~~interest~~of ~~rates~~December ~~along the treasury yield curve rise~~31, ~~especially at the intermediate and long end~~2025, the ~~values~~balance of ~~debt~~pledged securities ~~tend~~required towas ~~decline~~$299.0 ~~Whether~~million, or ~~not~~57% ~~the value~~ of ~~the~~total ~~Company’s investment portfolio will change above or below its amortized cost will be largely dependent on the direction and magnitude of interest rate movements and the duration of the debt~~ securities ~~within the Company’s investment portfolio~~. Management does not consider the reduction in value attributable to changes in credit quality. Correspondingly, when interest rates decline, the market values of the Company’s debt securities portfolio could be subject to market value increases.

AsQuarterly, management performs a review of ~~December~~the ~~31,~~investment ~~2024,~~portfolio to determine the ~~Company~~causes ~~had~~of ~~$287~~declines in the fair value of each security.1 ~~million~~The inCompany ~~public~~uses ~~deposits,~~inputs orprovided ~~12%~~by independent third parties to determine the fair value of ~~total~~its ~~deposits~~investment securities portfolio. ~~Pennsylvania~~Inputs ~~state~~provided ~~law~~by ~~requires~~the third parties are reviewed and corroborated by management. Evaluations of the ~~Company~~causes of the unrealized losses are performed to ~~maintain~~determine ~~pledged~~whether ~~securities~~credit losses on ~~public~~ debt securities exist. Considerations such as the Company’s intent and ~~trust~~ability ~~deposits~~to hold the securities until or ~~otherwise~~sell ~~obtain~~prior ato ~~FHLB~~maturity, ~~letter~~recoverability of ~~credit~~the invested amounts over the intended holding period, the length of time and the severity in pricing decline below cost, the interest rate environment, the receipt of amounts contractually due and whether or ~~FDIC~~not ~~insurance~~there is an active market for ~~these~~the ~~customers.~~securities, ~~The~~for ~~Company~~example, ~~also~~are ~~pledges~~applied, ~~securities~~along with an analysis of the financial condition of the issuer for ~~derivative~~management ~~instruments~~to make a realistic judgment of the probability that the Company will be unable to collect all amounts (principal and ~~certain~~interest) ~~borrowed~~due ~~funds~~in determining whether a security has credit losses. AsIf ofa ~~December~~decline 31in value is deemed to be a credit loss, ~~2024~~a contra-asset is recorded on both HTM and AFS securities, limited by the ~~balance~~amount ofthat ~~pledged~~the ~~securities~~fair ~~required~~value ~~was~~is ~~$322~~less than the amortized cost basis.1 ~~million~~During the year ended December 31, or2025, ~~58%~~the ofCompany ~~total~~did not incur any credit losses on debt securities from its investment securities portfolio.

~~Quarterly~~During 2025, ~~management performs a review of~~ the ~~investment~~Company ~~portfolio~~sold thirty-nine toavailable-for-sale ~~determine~~securities with the ~~causes~~intention of ~~declines~~replacing in the ~~fair~~holdings ~~value~~with ofbetter ~~each~~yielding ~~security~~bonds. The Company ~~uses~~recognized ~~inputs~~a ~~provided~~loss ~~by independent third parties to determine the fair value~~ of ~~its investment securities portfolio~~$1.2 ~~Inputs~~million ~~provided~~as by the ~~third~~amortized ~~parties~~cost ~~are~~was ~~reviewed and corroborated by management~~$45.7 million ~~Evaluations~~compared ~~of the causes of the unrealized losses are performed~~ to ~~determine whether credit losses on debt securities exist. Considerations such as~~ the ~~Company’s~~sales ~~intent~~proceeds ~~and ability to hold the securities until or sell prior to maturity, recoverability~~ of ~~the~~$44.5 ~~invested~~million. ~~amounts~~These sales ~~over~~were ~~the intended holding period, the length of time and the severity in pricing decline below cost, the interest rate environment, the receipt of amounts contractually~~ due ~~and~~to ~~whether or not there is an active market for~~ the ~~securities,~~ongoing ~~for example, are applied, along with an analysis of the financial condition of the issuer for~~ management tostrategy ~~make a realistic judgment~~ of ~~the~~improving ~~probability~~margin ~~that the Company will be unable to collect all amounts (principal~~ and ~~interest)~~focusing ~~due in determining whether a security has credit losses. If a decline in value is deemed to be a credit loss, a contra-asset is recorded~~ on ~~both~~more ~~HTM~~effective ~~and~~interest ~~AFS~~earning ~~securities, limited by the amount that the fair value is less than the amortized cost basis~~assets. ~~During the year ended December 31, 2024, the Company did not incur any credit losses on debt securities from its investment securities portfolio.~~

During January 2023 with the 10-year U.S. Treasury yield declining, $31.2 million of securities were sold yielding 3.62% (FTE yield of 4.33%) at a breakeven level. These proceeds were used to pay down FHLB overnight borrowings costing 4.80% at that time. Due to volatility in the levels of borrowings during October 2023 and the increasing expected dependency on borrowing capacity from experiencing deposit fluctuations while funding loan growth, the Company evaluated a liquidity strategy to deleverage the reliance on short-term borrowings. As a result of this evaluation, in November 2023, the Company sold longer term available-for-sale general market tax-free municipal securities with a carrying value of $35.6 million with a weighted average yield of 1.28% with a 13.5 year weighted average maturity as part of a liquidity and net interest margin enhancement strategy for a $6.5 million loss recognized in gain (loss) on sale of available-for-sale debt securities. The $29.1 million in proceeds received were used to retire short-term borrowings with a cost of approximately 5.50%. While the Company has ample funding sources available, management felt it prudent to create additional capacity for the borrowings over the near term should the banking industry again experience funding pressures. In addition, since the municipal securities sold were purchased in a much lower-rate environment, there is an immediate improvement in net interest margin (NIM) of over 5 bps as a result of paying down the borrowing with the sale proceeds. The sale removes a 422 basis point negative spread and will contribute toward incrementally improving net interest income, earnings per share and NIM every year starting in 2024. The cost savings from paying down the advances with the sale of low yielding bonds will also allow the pre-tax loss of $6.5 million realized on the sale to be fully recouped prior to the term of the bonds sold.

Restricted investments in bank stock

Investment in Federal Home Loan Bank (FHLB) stock is required for membership in the organization and is carried at cost since there is no market value available. The amount the Company is required to invest is dependent upon the relative size of outstanding borrowings the Company has with the FHLB of Pittsburgh. Excess stock is repurchased from the Company at par if the amount of borrowings decline to a predetermined level. The balance in FHLB stock was $34.93 million and $3.89 million as of December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The dividends received from the FHLB totaled $~~304~~323 thousand and $~~298~~304 thousand for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. In addition, the Company earns a return or dividend based on the amount invested. Atlantic Community Bankers Bank (ACBB) stock totaled $82 thousand as of December 31, ~~2024~~2025 and ~~2023~~2024.

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Loans held-for-sale

Upon origination, most residential mortgages and certain Small Business Administration (SBA) guaranteed loans may be classified as held-for-sale (HFS). In the event of market rate increases, fixed-rate loans and loans not immediately scheduled to re-price would no longer produce yields consistent with the current market. In declining interest rate environments, the Company would be exposed to prepayment risk as rates on fixed-rate loans decrease, and customers look to refinance loans. Consideration is given to the Company’s current liquidity position and projected future liquidity needs. To better manage prepayment and interest rate risk, loans that meet these conditions may be classified as HFS. Occasionally, residential mortgage and/or business loans may be transferred from the loan portfolio to HFS. The carrying value of loans HFS is based on the lower of cost or estimated fair value. If the fair values of these loans decline below their original cost, the difference is written down and charged to current earnings. Subsequent appreciation in the portfolio is credited to current earnings but only to the extent of previous write-downs.

As of December 31, ~~2024~~2025 and ~~2023~~2024, loans HFS consisted of residential mortgages with carrying amounts of $20.16 million and $12.51 million, respectively, which approximated their fair values. During the year ended December 31, ~~2024~~2025, residential mortgage loans with principal balances of $5965.3 7 million were sold into the secondary market and the Company recognized net gains of $1.0 million, compared to $5259.03 million and $01.90 million, respectively, during the year ended December 31, ~~2023~~2024. Additionally, during 2025, the Company sold a commercial loan with a principal balance of $1.3 million and recognized a net gain of $0.5 million.

The Company retains mortgage servicing rights (MSRs) on loans sold into the secondary market. MSRs are retained so that the Company can foster relationships. As of December 31, ~~2024~~2025 and ~~2023~~2024, the servicing portfolio balance of sold residential mortgage loans was $~~495~~513.46 million and $~~477~~495.7 4 million, respectively, with mortgage servicing rights of $1.31 million and $1.53 million for the same periods, respectively.

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Loans and leases

As of December 31, ~~2024~~2025, the Company had gross loans and leases totaling $1.89 billion, an increase of $~~113~~111.69 million, or 76%, compared to $1.7 8 billion at December 31, ~~2023~~2024.

During the twelve months ended December 31, ~~2024~~2025, the growth in the portfolio was ~~primarily~~ attributed to a $~~121~~130.46 million, ~~or 13%,~~ increase in the commercial portfolio ~~due~~which towas heavily impacted by the origination toof two commercial & industrial loans to ~~two~~a ~~different~~single ~~borrowers~~borrower totaling $1728.0 million; ~~the~~a single origination ofto ~~two~~a municipal ~~loans~~borrower ~~to two different borrowers~~ totaling $818.5 million; ~~the~~six ~~origination of five~~ commercial real estate ~~non-~~owner occupied loans to five ~~different~~independent borrowers totaling $3935.5 million; ~~the~~ ~~origination~~$25.5 ~~of three~~million ~~commercial~~in ~~real~~construction ~~estate~~projects ~~owner~~that were ~~occupied~~completed ~~loans~~and converted to ~~three~~non-owner ~~different~~commercial ~~borrowers~~real ~~totaling~~estate ~~$17~~loans ~~million;~~ and ~~the~~a single origination ~~of four~~totaling ~~commercial~~$4.7 ~~construction~~million ~~loans~~ to ~~three~~a ~~different~~commercial ~~borrowers~~real ~~totaling~~estate ~~$15~~non-owner ~~million~~occupied borrower; and general portfolio growth.

The Company also experienced a $235.89 million increase in the residential portfolio, ~~the~~which ~~result of a higher percentage of adjustable-rate mortgages recorded as held-for-investment during this period. This growth~~ was offset by the $3124.6 million reduction in the consumer portfolio attributed to a strategic reduction toin ~~not fully reinvest roll-off from~~ the auto portfolio.

As management continues to identify ways to optimize the Company’s balance sheet, the focus is to lend in areas that provide better risk-adjusted returns and improved opportunities to deepen relationships with our customers. This could result in a change in the composition of the loan portfolio in future periods.

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A comparison of loan originations, net of participations, is as follows for the periods indicated:

	2024		2023
	2025		2024
(dollars in thousands)	Amount		Amount
Loans:
Commercial and industrial	$	65106,~~581~~735	$	8765,~~775~~581
Commercial real estate		~~111~~93,~~320~~186		72111,~~985~~320
Consumer		3231,~~973~~642		7032,~~326~~973
Residential real estate		9389,~~559~~384		~~106~~93,~~537~~559
Total loans		~~303~~320,~~433~~947		~~337~~303,~~623~~433
Lines of credit:
Commercial		~~183~~201,~~887~~196		~~141~~183,~~542~~887
Residential construction		3730,~~712~~250		2537,~~354~~712
Home equity and other consumer		3534,~~608~~103		2635,~~512~~608
Total lines of credit		~~257~~265,~~207~~549		~~193~~257,~~408~~207
Total originations closed	$	~~560~~586,~~640~~496	$	~~531~~560,~~031~~640

For the twelve months ended December 31, ~~2024~~2025, the Company originated $~~560~~586.65 million in loans and lines of credit, an increase of $2925.69 million, or 64%, compared to the twelve months ended December 31, ~~2023~~2024.

The Company originated $~~303~~320.49 million total loans in ~~2024~~2025, which was $3417.25 million ~~less~~ more than in ~~2023~~2024. Commercial ~~real~~and ~~estate~~ industrial loan originations ~~(both~~ ~~owner-occupied and non-owner occupied CRE)~~ increased by $3841.31 million in ~~2024~~2025 compared to ~~2023~~2024, ~~with~~due ~~growth~~to ~~attributed~~enhanced tomanagement ~~non-owner~~strategy ~~occupied~~around ~~loans.~~the segment. Loan originations decreased in commercial real estate ~~consumer~~(both ~~loans~~owner-occupied and non-owner occupied CRE) by $3718.31 million to $3393.0 2 million, residential ~~commercial~~loans ~~and industrial~~ by $224.2 million to $6589.64 million, and consumer ~~residential~~ loans by $121.9 4 million to $9331.6 million. ~~Rising interest rates impacted loan demand and reduced loan originations for these loan categories.~~

The Company originated $257.2 million total lines of credit in 2024, which was $63.8 million more than originations in 2023. Line of credit originations increased in commercial by $42.4 million to $183.9 million, residential construction by $12.3 million to $37.7 million, and home equity and other consumer by $9.1 million to $35.6 million. 29

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The Company originated $265.5 million total lines of credit in 2025, which was $8.3 million more than originations in 2024. Line of credit originations increased in commercial by $17.3 million to $201.2 million in 2025 compared to 2024. Line of credit originations decreased in residential construction by $7.5 million to $30.2 million and home equity and other consumer by $1.5 million to $34.1 million.

A comparison of loans and related percentage of gross loans, as of December 31, is as follows:

	December 31, 2024						December 31, 2023
	December 31, 2025						December 31, 2024
(dollars in thousands)	Amount			%			Amount			%
Commercial and industrial:
Commercial	$	~~172~~220,~~834~~526			911.65	%	$	~~152~~172,~~640~~834			9.06	%
Municipal		~~101~~120,~~706~~604			5.6.3			94101,~~724~~706			5.6
Commercial real estate:
Non-owner occupied		~~394~~416,~~219~~521			21.98			~~337~~394,~~671~~219			2021.09
Owner occupied		~~304~~340,~~889~~808			1617.98			~~278~~304,~~293~~889			16.59
Construction		5056,~~930~~684			23.90			3950,~~823~~930			2.49
Consumer:
Home equity installment		5453,~~214~~973			32.08			5654,~~640~~214			3.40
Home equity line of credit		5870,~~130~~195			3.27			5258,~~348~~130			3.12
Auto loans - Recourse		1110,~~389~~139			0.65			1011,~~756~~389			0.6
Auto loans - Non-recourse		7543,~~440~~852			4.2.3			~~112~~75,~~595~~440			64.72
Direct finance leases		2719,~~827~~666			1.50			3327,~~601~~827			21.05
Other		2328,~~848~~463			1.45			1623,~~500~~848			1.04
Residential:
Real estate		~~504~~515,~~815~~489			2827.0			~~465~~504,~~010~~815			2728.50
Construction		2015,~~507~~685			10.28			3620,~~536~~507			21.2
Gross loans		1,~~800~~912,~~748~~605			100.0	%		1,~~687~~800,~~137~~748			100.0	%
Less:
Allowance for credit losses		(1920,~~666~~168	)					(1819,~~806~~666	)
Unearned lease revenue		(1,~~946~~454	)					(21,~~039~~946	)
Net loans	$	1,~~779~~890,~~136~~983					$	1,~~666~~779,~~292~~136
Loans held-for-sale	$	~~2,054~~573					$	12,~~457~~054

During the second quarter of 2024, the Company reviewed its commercial real estate loan portfolios to ensure the loans in those portfolios reflect proper purpose and collateral. Based on this analysis, loans with a net balance of $25.4 million were reclassified between commercial real estate owner-occupied and commercial real estate non-owner-occupied categories. This adjustment was applied to December 31, 2023, for purposes of comparison. As of December 31, 2023, the non-owner-occupied portfolio increased, and the owner-occupied portfolio decreased by $26.1 million.

Commercial and industrial (C&I) and commercial real estate (CRE)

As of December 31, ~~2024~~2025, the commercial portfolio increased by $~~121~~130.4 6 million, or 13%, to $1.02 billion compared to the December 31, ~~2023~~2024 balance of $~~903~~1.20 ~~million~~ billion due to growth of $2766.26 million in total commercial and industrial loans and $9464.2 0 million in growth in commercial real estate loans.

Commercial and industrial loans are generally secured with short-term assets; however, in many cases, additional collateral such as real estate is provided as additional security for the loan. Loan-to-value maximum values have been established by the Company and are specific to the type of collateral. Collateral values may be determined using invoices, inventory reports, accounts receivable aging reports, independent collateral appraisals, etc. 30

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~~For~~Commercial ~~the~~and ~~twelve months~~industrial ~~ended~~loans ~~December~~are ~~31,~~generally ~~2024,~~secured ~~commercial~~with ~~and~~short-term ~~industrial~~assets; ~~(non-municipal) loans~~however, ~~increased~~in ~~$20.2~~many ~~million~~cases, oradditional ~~13%,~~collateral ~~from~~such ~~$152.6~~as ~~million~~real estate is provided as ofadditional ~~December~~security ~~31,~~for ~~2023~~the loan. Loan-to-value ~~$172.8~~maximum ~~million~~values ashave ofbeen ~~December~~established ~~31,~~by ~~2024,~~the ~~which~~Company and ~~was~~are ~~due~~specific to ~~originations~~the type of ~~two~~ ~~commercial~~collateral. &Collateral ~~industrial~~values ~~borrowers~~may ~~totaling~~be ~~$17~~determined ~~million~~using invoices, ~~along~~inventory ~~with~~reports, ~~originations~~accounts ~~and~~receivable ~~advances~~aging ~~outpacing~~reports, ~~scheduled~~independent ~~payments~~collateral ~~and~~appraisals, ~~curtailments~~etc.

For the twelve months ended December 31, 2025, commercial and industrial (non-municipal) loans increased $47.7 million, or 28%, from $172.8 million as of December 31, 2024 to $220.5 million as of December 31, 2025, which was due to three commercial & industrial loans to two separate borrowers totaling $32.1 million in the third quarter along with the standard originations and advances outpacing scheduled payments and curtailments.

Municipal loans are secured by the full faith and credit of respective local government units located in the Commonwealth of Pennsylvania authorized in accordance with the Local Government Unit Debt Act. These loans have a long history of performance within contractual terms with no defaults noted.

For the twelve months ended December 31, ~~2024~~2025, municipal loans increased $718.09 million, or 719%, from $94101.7 million on December 31, ~~2023~~2024, to $~~101~~120.76 million as of December 31, ~~2024~~2025 which was primarily attributed to ~~the~~a single origination ofto ~~two~~a municipal ~~loans to two different borrowers~~ borrower totaling $8 18.5 million.

Commercial real estate loans generally present a higher level of risk than other types of loans due primarily to the effect of general economic conditions and the complexities involved in valuing the underlying collateral whose values tend to move inversely with interest rates. These loans are secured with mortgages, or commercial real estate mortgages (CREM) against the subject property. In underwriting commercial real estate construction loans, the Company performs a robust analysis of the financial condition of the borrower, the borrower’s credit history, and the reliability and predictability of the cash flow generated by the project using feasibility studies, market data, etc. Appraisals on properties securing commercial real estate loans originated by the Company are performed by independent appraisers consistent with Uniform Standards of Professional Appraisal Practice (USPAP) standards and compliant with Financial Institutions Reform, Recovery, and Enforcement Act (FIRREA).

For the twelve months ended December 31, ~~2024~~2025, owner occupied commercial real estate loans increased $2635.69 million, or 1012%, from $~~278~~304.39 million on December 31, ~~2023~~2024, to $~~304~~340.98 million asat of December 31, ~~2024~~2025, ~~which~~due ~~was~~to ~~attributed~~an origination ~~primarily~~ to a single commercial real estate owner occupied borrower totaling $9.3 million during the first quarter, the origination of ~~three~~two loans to a single commercial real estate owner occupied borrower totaling $9.5 million during the second quarter, an origination to a single commercial real estate owner occupied borrower totaling $6.0 million during the third quarter, the origination of two loans to ~~three~~two ~~different~~commercial real estate owner occupied borrowers totaling $1710.8 million during the fourth quarter and general portfolio growth.

Owner occupied commercial real estate loans rely on income generated from the respective owners’ businesses. Therefore, underwriting on owner occupied CRE loans emphasizes the owner’s cash flow and financial conditions while the real estate typically represents the owners' primary business location. Since cash flows from operations are the primary source of repayment for owner-occupied commercial real estate loans, this segment has a different risk profile than non-owner occupied lending.

The Company maintains a well-diversified non-owner occupied commercial real estate portfolio with no material concentration to any property type. The chart below describes the purpose for the types of exposure contained within the loan portfolio for non-owner-occupied commercial real estate loans at December 31, ~~2024~~2025 compared to December 31, ~~2023~~2024:

	December 31, 2024					December 31, 2023
	December 31, 2025					December 31, 2024
(dollars in thousands)	Amount		%		%	Amount		%		%
Commercial real estate non-owner occupied:
1-4 Family	$	4546,~~613~~379		11.5713	%	$	4945,~~599~~613		1411.6957	%
Multifamily		4850,~~087~~533		12.2013	%		3248,~~497~~087		912.6220	%
Industrial		5147,~~486~~873		1311.0649	%		5451,~~415~~486		1613.1106	%
Mixed Use		5360,~~233~~430		1314.5052	%		3753,~~686~~233		1113.1650	%
Retail		6467,~~227~~498		16.2921	%		5864,~~686~~227		1716.3829	%
Land		1725,~~368~~532		46.4113	%		1317,~~586~~368		4.0241	%
Special Purpose		3241,~~187~~731		810.1602	%		2932,~~276~~187		8.6716	%
Hotel		2928,~~607~~885		76.5193	%		2529,~~144~~607		7.4551	%
Office		5247,~~411~~660		1311.3044	%		3652,~~782~~411		1013.9030	%
Total	$	~~394~~416,~~219~~521		100.00	%	$	~~337~~394,~~671~~219		100.00	%

~~For the twelve months ended December~~ 31, 2024, non-owner occupied commercial real estate loans increased $56.5 million, or 17%, from $337.7 million on December 31, 2023, to $394.2 million on December 31, 2024. The largest contributor to the increase was five loans to unrelated borrowers originated totaling $39 million, all with loan-to-value limits within adherence of the Company's policy.

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~~Non-owner~~For ~~occupied~~the ~~CRE~~twelve months ~~loans~~ended ~~are~~December ~~commercial~~31, ~~loans~~2025, ~~not~~non-owner occupied bycommercial ~~their~~real ~~owners~~estate ~~and~~loans ~~thus~~increased ~~rely~~$22.3 onmillion, ~~income~~or ~~from third parties~~6%, ~~including~~from ~~multi-family~~$394.2 million ~~residential~~on ~~tenants~~December ~~and~~31, ~~commercial~~2024, ~~tenants~~to ~~representing various industries~~$416.5 ~~Underwriting~~million on ~~non-owner~~December ~~occupied~~31, ~~CRE loans evaluates~~2025. ~~cash~~The ~~flow~~increase ~~derived~~is ~~from~~due ~~the~~to ~~respective~~$25.5 ~~tenants~~million ~~and~~in ~~the~~construction ~~industries~~projects ~~they~~that ~~occupy.~~were Ascompleted ~~such,~~and converted ~~management~~to ~~considers~~ non-owner occupied ~~CRE loans as having a higher risk profile than owner occupied CRE loans. In keeping with its risk appetite and relationship management strategy, the Company avoids speculative~~ commercial ~~office~~real ~~space~~estate ~~and prefers~~ loans ~~for projects with the following characteristics: sufficient equity, or loan to value,~~ and ~~have~~a ~~either~~single ~~S&P~~origination ~~rated~~totaling ~~tenants~~$4.7 ~~with~~million ~~long term leases, loans structured with personal guarantees of owners whose personal financial strength provides meaningful cash flow support~~ to ~~supplement~~a ~~rental~~commercial ~~income~~real ~~volatility,~~estate ~~residential~~non-owner-occupied ~~projects with stable rents in desirable locations~~borrower, orwhich ~~projects~~were ~~with~~partially ~~sufficient~~offset ~~diversity~~by ~~and~~standard ~~industries~~portfolio ~~proven to provide lower risk over the long term~~runoff.

~~For~~Non-owner ~~the~~occupied ~~twelve months~~CRE ~~ended~~loans ~~December~~are ~~31,~~commercial ~~2024~~loans not occupied by their owners and thus rely on income from third parties, ~~the~~including ~~largest~~multi-family ~~increases~~residential intenants ~~the~~and commercial tenants representing various industries. Underwriting on non-owner occupied ~~commercial~~CRE ~~real~~loans ~~estate~~evaluates cash ~~portfolio~~flow ~~occurred~~derived infrom the ~~following~~respective ~~segments:~~tenants ~~office~~and ~~($15.6~~the ~~million~~industries ~~increase),~~they ~~multifamily ($15~~occupy.6 ~~million~~In ~~increase),~~keeping with its risk appetite and relationship management strategy, the ~~mixed~~Company ~~use~~avoids ~~($15.5~~speculative ~~million~~commercial ~~increase).~~office ~~The~~space ~~increase~~and inprefers ~~the~~loans ~~office~~for ~~segment~~projects ~~was~~with ~~attributed~~the tofollowing ancharacteristics: ~~$10~~sufficient ~~million~~equity, or loan to avalue, ~~single~~and ~~borrower;~~have ~~the~~either ~~increase~~S&P inrated ~~the~~tenants ~~multifamily~~with ~~segment~~long ~~was~~term ~~attributed~~leases, toloans astructured ~~$11~~with ~~million~~personal ~~loan~~guarantees toof aowners ~~single~~whose ~~borrower;~~personal ~~and~~financial ~~the~~strength ~~increase~~provides inmeaningful ~~the~~cash ~~mixed~~flow ~~use~~support ~~segment~~to ~~was~~supplement ~~attributed~~rental toincome ~~the~~volatility, ~~stabilization~~residential ofprojects awith ~~property~~stable ~~previously~~rents in ~~construction~~desirable locations, or projects with ansufficient ~~associated~~diversity ~~$10~~and ~~million~~industries ~~loan~~proven to aprovide ~~single~~lower ~~borrower~~risk over the long term.

~~Construction~~In ~~lending~~the ~~consists~~table ~~of commercial and residential site development loans~~above, asoffice ~~well~~space ascomprised ~~commercial~~$47.7 ~~building~~million ~~construction~~ and ~~residential~~special ~~housing~~purpose ~~construction~~comprised ~~loans~~$41.7 ~~Management~~million ~~prefers~~in ~~lending~~outstanding toamounts ~~well-established~~as ~~developers~~of ~~with~~December a31, ~~proven~~2025. ~~track~~The ~~record~~office ~~and~~segment ~~strong~~mainly ~~business~~has ~~and~~suburban ~~guaranteed~~medical ~~with~~and ~~owners’~~suburban ~~personal~~professional ~~financial~~third-party ~~conditions~~tenants. The special purpose Assegment ofincludes ~~December~~self-storage 31facilities, ~~2024,~~assisted ~~the~~living ~~commercial~~facilities, ~~construction~~nursing ~~portfolio~~homes, ofand ~~$50.9~~parking ~~million~~garages; ~~consisted~~self-storage offacilities comprised $4120.3 7 million, or 8150%, of ~~non-owner-occupied~~the ~~loans~~special ~~and~~purpose ~~$9.6~~segment as ~~million,~~of December ~~or 19%~~31, ~~of owner-occupied loans~~2025.

~~For~~Construction ~~the~~lending ~~twelve~~consists ~~months~~of ~~ended December 31, 2024,~~ commercial ~~construction~~and ~~loans~~residential ~~increased~~site ~~$11.1~~development ~~million~~loans, oras ~~28%,~~well ~~from~~as ~~$39.8~~commercial ~~million~~building onconstruction ~~December~~and ~~31,~~residential ~~2023~~housing toconstruction ~~$50~~loans.9 ~~million~~As atof December 31, ~~2024.~~2025, ~~This~~the ~~increase~~commercial ~~was~~construction ~~attributed~~portfolio toof $2156.47 million inconsisted ~~commercial~~of ~~construction commitments originated during the year and~~ $1337.94 million, inor ~~advances during the year on commercial construction loan availability originated prior to December 31~~66%, ~~2023. These advances were partially offset by $0.5 million~~ of ~~paydowns/payoffs~~non-owner-occupied loans and $2319.72 million, inor ~~projects~~34%, ~~that~~of ~~stabilized and were converted to~~ owner ~~and non~~-~~owner~~occupied ~~commercial real estate~~ loans ~~during the twelve months ended December 31, 2024~~.

For the twelve months ended December 31, 2025, commercial construction loans increased $5.8 million, or 11%, from $50.9 million on December 31, 2024 to $56.7 million at December 31, 2025. This increase was attributed to $24.4 million in commercial construction commitments originated during the year and $19.9 million in advances during the year on commercial construction loan availability booked prior to December 31, 2025. This increase was partially offset by $33.4 million in construction projects converting to permanent financing to owner and non-owner commercial real estate loans and $5.1 million in loans that were paid off during the twelve months ended December 31, 2025.

Consumer

The consumer loan portfolio consisted of home equity installment, home equity line of credit, non-recourse auto loans, recourse auto loans, direct finance leases and other consumer loans.

~~For~~As ~~the~~of ~~twelve months ended~~ December 31, ~~2024~~2025, the total consumer loan portfolio decreased by $3124.65 million, or 1110%, ~~from~~to $~~282~~226.43 million atcompared to the December 31, ~~2023~~2024 balance toof $250.8 million, primarily due to a management strategic ~~management~~determination ~~reduction~~to inreduce the indirect auto portfolio ~~totaling~~based ~~$42~~on ~~million resulting from~~ payoffs~~/paydowns~~ with minimal originations., ~~The~~resulting ~~Company~~in ~~also experienced~~ a $241 million reduction. Offsetting the reduction in the ~~Home~~indirect ~~Equity~~auto ~~Installment~~portfolio ~~Loan~~was ~~(HEIL)~~growth of $12.1 million in the HELOC portfolio due to ~~standard~~a sales campaign done during the year and growth of $4.6 million in the consumer other portfolio, ~~runoff~~which was attributed to $5.6 million loans purchased from the third-party originator BHG Financial during the year.

Offsetting the reduction in the indirect auto portfolio was growth of $6 million in the HELOC portfolio due to a sales campaign done during the year and growth of $7 million in the consumer other portfolio due to $6 million in personal loans purchased from Banker Healthcare Group (BHG) during the year along with standard portfolio growth. 32

Residential

For the twelve months ended December 31, 2024, the residential loan portfolio increased by $23.8 million, or 5%, to $525.3 million compared to the December 31, 2023 balance of $501.5 million. The increase was due to a shift from mortgage loans sold in the secondary market to loans held-for-investment, primarily jumbo mortgages with rates fixed for 5, 7 or 10 years with adjustable rates thereafter.

The residential real estate loan portfolio (non-construction) consisted primarily of held-for-investment residential loans for primary residences, including approximately $401 million in fixed-rate and $104 million in adjustable-rate mortgages as of December 31, 2024.

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Residential

As of December 31, 2025, the residential loan portfolio increased by $5.9 million, or 1%, to $531.2 million compared to the December 31, 2024 balance of $525.3 million due to general portfolio growth.

The residential real estate loan portfolio consisted primarily of held-for-investment residential loans for primary residences, including approximately $410 million in fixed-rate and $105 million in adjustable-rate mortgages as of December 31, 2025.

The Company considers its portfolio segmentation, including the real estate secured portfolio, to be normal and reasonably diversified. The banking industry is affected by general economic conditions including, among other things, the effects of real estate values. The Company ensures that its mortgage lending adheres to standards of secondary market compliance. Furthermore, the Company’s credit function strives to mitigate the negative impact of economic conditions by maintaining strict underwriting principles for all loan types.

The following table sets forth the maturity distribution of commercial and construction components of the loan portfolio at December 31, ~~2024~~2025. The determination of maturities is based on contractual terms. Non-contractual rollovers or extensions are included in one year or less category of the maturity classification. Excluded from the table are residential real estate and consumer loans:

More than

One year

one year to

five years to

More than

(dollars in thousands)

or less

five years

fifteen years

Total

Commercial and industrial

2114,~~352~~887

6174,~~107~~987

76120,~~968~~055

~~115~~131,~~113~~201

~~274~~341,~~540~~130

Commercial real estate

2717,~~238~~593

4787,~~170~~855

~~388~~367,~~703~~196

~~235~~284,~~997~~684

~~699~~757,~~108~~328

Commercial real estate construction *

5056,~~930~~684

Residential real estate construction *

2015,~~507~~685

Total

~~120~~104,~~027~~849

~~108~~162,~~277~~842

~~465~~487,~~671~~251

~~351~~415,~~110~~885

1,~~045~~170,~~085~~827

*In the table above, both residential and CRE construction loans are included in the one year or less category since, by their nature, these loans are converted into residential and CRE loans within one year from the date the real estate construction loan was consummated. Upon conversion, the residential and CRE loans would normally mature after five years.

The following table sets forth the total amount of C&I and CRE loans due after one year which have predetermined interest rates (fixed) and floating or adjustable interest rates (variable) as of December 31, ~~2024~~2025:

One to five

Five to

Over

(dollars in thousands)

years

fifteen years

Total

Fixed interest rate

6385,~~188~~718

5785,~~646~~766

4436,~~983~~642

~~165~~208,~~817~~126

Variable interest rate

4577,~~089~~124

~~408~~401,~~025~~485

~~306~~379,~~127~~243

~~759~~857,~~241~~852

Total

~~108~~162,~~277~~842

~~465~~487,~~671~~251

~~351~~415,~~110~~885

~~925~~1,~~058~~065,978

Non-refundable fees and costs associated with all loan originations are deferred. Using either the interest method or straight-line amortization, the deferral is released as credits or charges to loan interest income over the life of the loan.

There are no concentrations of loans or customers to several borrowers engaged in similar industries exceeding 10% of total loans that are not otherwise disclosed as a category in the tables above. There are no concentrations of loans that, if resulted in a loss, would have a material adverse effect on the business of the Company. The Company’s loan portfolio does not have a material concentration within a single industry or group of related industries or customers that is vulnerable to the risk of a near-term severe negative business impact. As of December 31, ~~2024~~2025, approximately 77% of the gross loan portfolio was secured by real estate compared to 7577% at December 31, ~~2023~~2024.

Allowance for credit losses

Management continually evaluates the credit quality of the Company’s loan portfolio and performs a formal review of the adequacy of the allowance for credit losses (ACL) on a quarterly basis. The allowance reflects management’s best estimate of the amount of expected credit losses in the loan portfolio. When estimating the net amount expected to be collected, management considers the effects of past events, current conditions, and reasonable and supportable forecasts of the collectability of the Company’s financial assets. Those estimates may be susceptible to significant change. Loan losses are charged directly against the allowance when loans are deemed to be uncollectible. Recoveries from previously charged-off loans are added to the allowance when received.

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The methodology to analyze the adequacy of the ACL is based on seven primary components:

	●	Data: The quality of the Company’s data is critically important as a foundation on which the ACL estimate is generated. For its estimate, the Company uses both internal and external data with a preference toward internal data where possible. Data is complete, accurate, and relevant, and subjected to appropriate governance and controls.
	●	Segmentation: Financial assets are segmented based on similar risk characteristics.
	●	Contractual term of financial assets: The contractual term of financial assets is a significant driver of ACL estimates. Financial assets or pools of financial assets with shorter contractual maturities typically result in a lower reserve than those with longer contractual maturities. As the average life of a financial asset or pool of assets increases, there generally is a corresponding increase to the ACL estimate because the likelihood of default is considered over a longer time frame. As such, pool-based assumptions for a pool’s contractual term (i.e., average life) are based on the contractual maturity of the financial assets within the pool and adjusted in accordance with GAAP, if appropriate.
	●	Credit loss measurement method: Multiple measurement methods for estimating ACLs are allowable per Accounting Standards Codification (ASC) Topic 326. The Company applies different estimation methods to different groups of financial assets. The discounted cash flow method is used for the commercial & industrial, commercial real estate non-owner occupied, commercial real estate owner occupied, commercial construction, home equity installment loan, home equity line of credit, residential real estate, and residential construction pools. The weighted average remaining maturity (WARM) method is used for the municipal, non-recourse auto, recourse auto, direct finance lease, and consumer other pools.
	●	Reasonable and supportable forecasts: ASC Topic 326 requires management to consider reasonable and supportable forecasts that affect expected collectability of financial assets. As such, the Company’s forecasts incorporate anticipated changes in the economic environment that may affect credit loss estimates over a time horizon when management can reasonably support and document expectations. Forward-looking information may reflect positive or negative expectations relative to the current environment. As of the reporting date, management is using the median Federal Open Market Committee (FOMC) National Gross Domestic Product (GDP) and unemployment rate forecasts as well as the Federal Housing Finance Agency (FHFA) House Price Index (HPI) for its reasonable and supportable forecasts. The Company currently uses a 12-month (4 quarter) reasonable and supportable forecast period.
	●	Reversion period: ASC Topic 326 does not require management to estimate a reasonable and supportable forecast for the entire contractual life of financial assets. Management may apply reversion techniques for the contractual life remaining after considering the reasonable and supportable forecast period, which allows management to apply a historical loss rate to latter periods of the financial asset’s life. The Company currently uses a 12 month (4 quarter) straight-line reversion period.
	●	Qualitative factor adjustments: The Company’s ACL estimate considers all significant factors relevant to the expected collectability of its financial assets as of the reporting date; Qualitative factors reflect the impact of conditions not captured elsewhere, such as the historical loss data or within the economic forecast. The qualitative considerations can be captured directly within measurement models or as additional components in the overall ACL methodologies. Currently, the Company uses the following qualitative factors:

	o	levels of and trends in delinquencies and non-accrual loans;
	o	levels of and trends in charge-offs and recoveries;
	o	trends in volume and terms of loans;
	o	changes in risk selection and underwriting standards;
	o	changes in lending policies and legal and regulatory requirements;
	o	experience, ability and depth of lending management;
	o	national and local economic trends and conditions;
	o	changes in credit concentrations; and
	o	changes in underlying collateral.

A key control related to the allowance is the Company’s Special Assets Committee. This committee meets quarterly, and the applicable lenders discuss each relationship under review and reach a consensus on the appropriate estimated loss amount, if applicable, based on current accounting guidance. The Special Assets Committee’s focus is on ensuring the pertinent facts are considered regarding not only loans considered for specific reserves, but also the collectability of loans that may be past due in payment. The assessment process also includes the review of all loans on a non-accruing basis as well as a review of certain loans to which the lenders or the Company’s Credit Administration function have assigned a criticized or classified risk rating.

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The following table sets forth the activity in the allowance for credit losses on loans and certain key ratios for the periods indicated:

(dollars in thousands)	~~2024~~2025			~~2023~~2024
Balance at beginning of period	$	1819,~~806~~666		$	1718,~~149~~806
Charge-offs:
Commercial and industrial		(~~399~~376	)		(~~320~~399	)
Commercial real estate		(~~132~~56	)		(91132	)
Consumer		(~~419~~423	)		(~~463~~419	)
Residential		-(73	)		-
Total		(~~950~~928	)		(~~874~~950	)
Recoveries:
Commercial and industrial		12156			5712
Commercial real estate		~~352~~65			44352
Consumer		76136			~~165~~76
Residential		4518			3045
Total		~~485~~375			~~296~~485
Net charge-offs		(~~465~~553	)		(~~578~~465	)
Impact of adopting ASC 326		-			618
Provision for credit losses on loans		1,055			1,325
Initial allowance on loans purchased with credit deterioration		-			126
Balance at end of period	$	20,168		$	19,666
Provision for credit losses on loans		1,325			1,491
Allowance for credit losses to total loans		1.06	%		1.09	%
Balance at end of period	$	19,666		$	18,806
Net charge-offs to average total loans outstanding		0.03	%		0.03	%
Allowance for credit losses to total loans		1.09	%		1.12	%
Average total loans	$	1,866,637		$	1,741,349
Net charge-offs to average total loans outstanding		0.03	%		0.04	%
Loans 30 - 89 days past due and accruing	$	3,026		$	5,349
Average total loans	$	1,741,349		$	1,635,286
Loans 90 days or more past due and accruing	$	-		$	32
Loans 30 - 89 days past due and accruing	$	5,349		$	4,487
Non-accrual loans	$	1,892		$	7,343
Loans 90 days or more past due and accruing	$	32		$	14
Allowance for credit losses to non-accrual loans		10.66	x		2.68	x
Non-accrual loans	$	7,343		$	3,308
Allowance for credit losses to non-performing loans		10.66	x		2.67	x
Allowance for credit losses to non-accrual loans		2.68	x		5.69	x
Allowance for credit losses to non-performing loans		2.67	x		5.66	x

For the twelve months ended December 31, ~~2024~~2025, the allowance increased $0.9 5 million, or 53%, to $1920.72 million from $1819.87 million at December 31, ~~2023~~2024. The increase in the allowance was based on the provisioning of $1.31 million partially offset by net charge-offs of $0.56 million.

The allowance for credit losses as a percentage of total loans decreased to 1.0906% as of December 31, ~~2024~~2025 compared to 1.1209% at December 31, ~~2023~~2024 based on the changes in current year loss factors, ~~and~~a ~~portfolio~~more ~~growth~~favorable ineconomic ~~lower~~forecast, ~~risk~~and ~~segments~~reduction in non-performing loans.

Management believes that the current balance in the allowance for credit losses is sufficient to meet the identified potential credit quality issues that may arise and other issues unidentified but inherent to the portfolio. Potential problem loans are those where there is known information that leads management to believe repayment of principal and/or interest is in jeopardy and the loans are currently neither on non-accrual status nor past due 90 days or more.

Key loss driver assumptions used in the allowance estimate included the median ~~Federal Open Market Committee (~~FOMC) National Gross Domestic Product (GDP) and unemployment rate forecasts, the Federal Housing Finance Agency (FHFA) House Price Index (HPI), prepayment and curtailment rates, and estimated remaining loan lives. Although key loss driver assumptions used in the ACL estimate remained largely stable from the estimate as of December 31, ~~2023~~ 2024 to the estimate as of December 31, ~~2024~~2025, the ACL on absolute terms increased based on growth in the loan and lease portfolio and changes in the composition of the portfolio along with slower prepayment and curtailment rates offset by more favorable economic forecasts.

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~~Qualitative~~During ~~factors~~the second quarter of 2025, management created a separate pool for ~~the~~its ~~ACL~~consumer ~~estimate~~loans aspurchased offrom ~~December~~the 31third-party originator, ~~2024~~BHG Financial, ~~saw~~due ato ~~general~~the ~~decrease~~unique risk characteristics of these loans compared to the ~~prior~~consumer ~~year~~loans ~~based~~originated onby ~~strong~~the ~~third-party~~Company. ~~assessments~~The total balance of the ~~Company’s~~BHG ~~asset~~consumer ~~quality~~loan ~~and~~portfolio ~~improved,~~was $10.5 ~~local~~million ~~economic~~as ~~conditions~~of December 31, 2025.

Qualitative factors for the ACL estimate as of December 31, 2025, saw a general decrease compared to the prior year based on strong third-party assessments of the Company’s asset quality and improved, local economic conditions.

The allocation of net charge-offs among major categories of loans are as follows for the periods indicated:

(dollars in thousands)	~~2024~~2025			% of Total Net Charge-offs			~~2023~~2024			% of Total Net Charge-offs
Net charge-offs
Commercial and industrial	$	(~~387~~220	)		8341	%	$	(~~263~~387	)		4583	%
Commercial real estate		~~220~~9			(472	)		~~(47~~220	)		8(47	)
Consumer		(~~343~~287	)		7452			(~~298~~343	)		5274
Residential		45(55	)		~~(10~~9	)		3045			(510	)
Total net charge-offs	$	(~~465~~553	)		100	%	$	(~~578~~465	)		100	%

For the year ended December 31, ~~2024~~2025, net charge-offs against the allowance totaled $~~465~~0.6 ~~thousand~~million compared with net charge-offs of $~~578 thousand~~0.5 million for the year ended December 31, ~~2023~~2024, ~~representing~~the aincrease ~~$113~~is ~~thousand,~~due orto ~~20%,~~a ~~decrease~~$0.1 ~~due~~million toincrease ~~two~~in ~~recoveries~~charge-offs ~~from~~related ~~two~~to ~~commercial~~residential real estate with two individual borrowers ~~totaling~~during ~~$304 thousand~~2025. Net charge-offs ~~declined~~ as a percentage of the total loan portfolio ~~to 0.03% for~~were ~~the~~unchanged ~~twelve~~at ~~months ended December 31, 2024 compared to~~ 0.0403% for the twelve months ended December 31, ~~2023~~2025 and 2024.

For a discussion on the provision for credit losses, see the “Provision for credit losses,” located in the results of operations section of management’s discussion and analysis contained herein.

The allowance for credit losses can generally absorb losses throughout the loan portfolio. However, in some instances an allocation is made for specific loans or groups of loans. Allocation of the allowance for credit losses for different categories of loans is based on the methodology used by the Company, as previously explained. The changes in the allocations from period-to-period are based upon quarter-end reviews of the loan portfolio.

Allocation of the allowance among major categories of loans for the periods indicated, as well as the percentage of loans in each category to total loans, is summarized in the following table. This table should not be interpreted as an indication that charge-offs in future periods will occur in these amounts or proportions, or that the allocation indicates future charge-off trends. When present, the portion of the allowance designated as unallocated is within the Company’s guidelines:

	2024								2023
	2025								2024
			% of			Category					% of			Category
			Total			% of					Total			% of
(dollars in thousands)	Allowance		Allowance			Loans			Allowance		Allowance			Loans
Category
Commercial real estate	$	8,~~943~~806		4544	%		4243	%	$	8,~~835~~943		4745	%		3942	%
Commercial and industrial		2,~~345~~731		1214			1518			12,~~850~~345		1012			15
Consumer		2,~~377~~173		1310			1411			2,~~391~~377		13			1614
Residential real estate		56,~~989~~404		3032			2928			5,~~694~~989		30			3029
Unallocated		1254		-			-			3612		-			-
Total	$	1920,~~666~~168		100	%		100	%	$	1819,~~806~~666		100	%		100	%

As of December 31, ~~2024~~2025, the commercial real estate loan portfolio comprised 4544% of the total allowance for credit losses, down 21 percentage ~~points~~point from December 31, ~~2023~~2024. As of December 31, ~~2024~~2025, the commercial real estate loan portfolio was 4243% of the total loan and lease portfolio indicative of a higher relative reserve, which is attributed to the longer average duration and inherent risk of the portfolio.

As of December 31, ~~2024~~2025, the commercial and industrial portfolio comprised 1214% of the total allowance for credit losses, up 2 percentage points from December 31, ~~2023~~2024. As of December 31, ~~2024~~2025, the commercial and industrial portfolio was 1518% of the total loan and lease portfolio indicative of a lower relative reserve, which is attributed to the shorter average duration of this portfolio and lower relative risk, specifically from the municipal portfolio.

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As of December 31, ~~2024~~2025, the consumer portfolio comprised 1310% of the total allowance for credit losses, ~~unchanged~~down 3 percentage points from December 31, ~~2023~~2024. As of December 31, ~~2024~~2025, the consumer portfolio is 1411% of the total loan and lease portfolio indicative of a ~~lower relative reserve~~comparable, ~~which is attributed to the shorter average duration of this portfolio and lower~~ relative ~~risk, specifically from the indirect recourse and direct finance lease portfolios~~reserve.

As of December 31, ~~2024~~2025, the residential portfolio comprised 3032% of the total allowance for credit losses, ~~unchanged~~up 2 percentage points from December 31, ~~2023~~2024. As of December 31, ~~2024~~2025, the residential portfolio is 2928% of the total loan and lease portfolio indicative of a higher relative reserve, ~~that~~which is ~~proportionally~~attributed ~~representative~~to the longer average duration and inherent risk of the ~~loan~~ portfolio.

As of December 31, ~~2024~~2025, the unallocated reserve, representing the portion of the allowance not specifically identified with a loan or groups of loans, was less than 1% of the total allowance for credit losses, unchanged from December 31, ~~2023~~2024.

Non-performing assets

The Company defines non-performing assets as accruing loans past due 90 days or more, non-accrual loans, other real estate owned (ORE) and repossessed assets.

The following table sets forth non-performing assets at December 31:

(dollars in thousands)	~~2024~~2025			~~2023~~2024
Loans past due 90 days or more and accruing	$	32-		$	1432
Non-accrual loans		71,~~343~~892			37,~~308~~343
Total non-performing loans		71,~~375~~892			37,~~322~~375
Other real estate owned and repossessed assets		~~430~~326			1430
Total non-performing assets	$	72,~~805~~218		$	37,~~323~~805
Total loans, including loans held-for-sale	$	1,~~800~~911,~~856~~724		$	1,~~686~~800,~~555~~856
Total assets	$	2,~~584~~748,~~616~~058		$	2,~~503~~584,~~159~~616
Non-accrual loans to total loans		0.4110	%		0.2041	%
Non-performing loans to total loans		0.4110	%		0.2041	%
Non-performing assets to total assets		0.3008	%		0.1330	%

Management continually monitors the loan portfolio to identify loans that are either delinquent or are otherwise deemed by management unable to repay in accordance with contractual terms. Generally, loans of all types are placed on non-accrual status if a loan of any type is past due 90 or more days or if collection of principal and interest is in doubt. Further, unsecured consumer loans are charged-off when the principal and/or interest is 90 days or more past due. Uncollected interest income accrued on all loans placed on non-accrual is reversed and charged to interest income.

Non-performing assets represented 0.3008% of total assets at December 31, ~~2024~~2025 compared with 0.1330% at December 31, ~~2023~~2024. The ~~increase~~decrease resulted from a $4.5.6 million, or ~~135~~72%, ~~increase~~decline in non-performing assets, specifically non-accrual loans, which ~~increased~~declined ~~due to~~ $25.95 million indue ~~loans~~ to the sale of a ~~single~~$1.3 million commercial ~~and~~owner ~~industrial~~occupied ~~borrower~~real ~~added~~estate loan to ~~non~~a third-~~accrual,~~party apurchaser during the first quarter of 2025; $0.43 million ~~commercial~~residential real estate ~~non-owner-occupied~~to ~~loan~~other ~~added~~real toestate ~~non-accrual~~owned in the second quarter, and the resolution of a single commercial and industrial loan during the second and third quarters of 2025, which included $02.3 million ~~residential~~in ~~real~~payments ~~estate~~and ~~loan~~a ~~added~~$0.3 tomillion ~~non-accrual~~charge ~~during the year~~off.

On December 31, ~~2024~~2025, there were a total of 3324 non-accrual loans to 3021 unrelated borrowers with balances that ranged from less than $1 thousand to $20.64 million, or $71.39 million in the aggregate. On December 31, ~~2023~~2024, there were a total of 3233 non-accrual loans to 2630 unrelated borrowers with balances that ranged from less than $1 thousand to $12.36 million, or $37.3 million in the aggregate.

~~Loans~~There were no loans past due 90 days or more accruing ~~totaled $32 thousand, which was comprised of two direct finance leases~~ as of December 31, ~~2024~~2025, compared to ~~one~~two direct finance ~~lease~~leases totaling $1432 thousand as of December 31, ~~2023~~2024. All loans were well secured and in the process of collection.

The Company seeks payments from all past due customers through an aggressive customer communication process. Unless well-secured and in the process of collection, past due loans will be placed on non-accrual at the 90-day point when it is deemed that a customer is non-responsive and uncooperative to collection efforts.

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The composition of non-performing loans as of December 31, ~~2024~~2025 is as follows:

			Past due
	Gross		90 days or		Non-		Total non-		% of
	loan		more and		accrual		performing		gross
(dollars in thousands)	balances		still accruing		loans		loans		loans
Commercial and industrial:
Commercial	$	~~172~~220,~~834~~526	$	-	$	~~2,708~~49	$	~~2,708~~49		10.5702	%
Municipal		~~101~~120,~~706~~604		-		-		-		-
Commercial real estate:
Non-owner occupied		~~394~~416,~~219~~521		-		~~711~~591		~~711~~591		0.1814	%
Owner occupied		~~304~~340,~~889~~808		-		~~2,589~~550		~~2,589~~550		0.8516	%
Construction		5056,~~930~~684		-		-		-		-
Consumer:
Home equity installment		5453,~~214~~973		-		41130		41130		0.0824	%
Home equity line of credit		5870,~~130~~195		-		~~461~~218		~~461~~218		0.7931	%
Auto loans-Recourse		1110,~~389~~139		-		-		-		-
Auto loans-Non Recourse		7543,~~440~~852		-		5262		5262		0.0714	%
Direct finance leases *		2518,~~881~~212		32-		-		32-		~~0.12~~-	%
Other		2328,~~848~~463		-		20-		20-		~~0.08~~-	%
Residential:
Real estate		~~504~~515,~~815~~489		-		~~761~~292		~~761~~292		0.1506	%
Construction		2015,~~507~~685		-		-		-		-
Loans held-for-sale		~~2,054~~573		-		-		-		-
Total	$	1,~~800~~911,~~856~~724	$	32-	$	71,~~343~~892	$	71,~~375~~892		0.4110	%

*Net of unearned lease revenue of $1.95 million.

Payments received from non-accrual loans are recognized on a cost recovery method. Payments are first applied to the outstanding principal balance, then to the recovery of any charged-off loan amounts. Any excess is treated as a recovery of interest income. If the non-accrual loans that were outstanding as of December 31, ~~2024~~2025 had been performing in accordance with their original terms, the Company would have recognized interest income with respect to such loans of $~~354~~144 thousand.

~~Foreclosedassets~~Foreclosed assets held-for-sale

From December 31, ~~2023~~2024 to December 31, ~~2024~~2025, foreclosed assets held-for-sale ~~increased~~decreased from $1430 thousand to $~~430~~ 326 thousand, a $~~429~~104 thousand ~~increase~~decrease, which was attributed to the ~~addition~~sale of ~~three~~two commercial properties ~~to a single borrower~~ totaling $~~430~~292 thousand, ~~which~~and ~~were~~sale ~~added~~of tothree residential ~~ORE~~properties ~~during~~totaling ~~the~~$253 ~~third quarter~~thousand. These ~~additions~~sales were partially offset by the ~~sale of one commercial property totaling $1 thousand and~~ addition ~~and subsequent sale~~ of ~~one~~three ~~commercial~~properties ~~property~~ totaling $~~219~~442 thousand.

The following table sets forth the activity in the Other real estate (ORE) component of foreclosed assets held-for-sale:

	December 31, 2024						December 31, 2023
	December 31, 2025						December 31, 2024
(dollars in thousands)	Amount			#			Amount			#
Balance at beginning of period	$	1429			13		$	~~168~~1			21
Additions		~~648~~442			43			86648			14
Pay downs		-(2	)		-			-			-
Write downs		-			-			-			-
Transfers		-			-			~~(253~~-	)		(2-	)
Sales		(~~220~~545	)		(25	)		-(220	)		-(2	)
Balance at end of period	$	~~429~~324			31		$	1429			13

As of December 31, ~~2024~~2025, ~~ORE~~the ~~consisted~~company ofhad ~~three~~one ~~properties~~ property totaling $~~429~~ 324 thousand, which ~~were~~was ~~added~~listed ~~in 2024 and are under agreement of~~ for sale.

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As of December 31, 2025 and 2024, the Company had one other repossessed asset ~~held-for-sale~~ totaling $12 thousand. ~~There~~and ~~were~~$1 nothousand, ~~other~~respectively, which ~~repossessed~~was ~~assets~~a ~~held-for-sale at December 31, 2023~~vehicle.

Cash surrender value of bank owned life insurance

The Company maintains bank owned life insurance (BOLI) for a chosen group of employees at the time of purchase, namely its officers, where the Company is the owner and sole beneficiary of the policies. BOLI is classified as a non-interest earning asset. Increases or decreases in the cash surrender value are recorded as components of non-interest income. The BOLI is profitable from the appreciation of the cash surrender values of the pool of insurance and its tax-free advantage to the Company. This profitability is used to offset a portion of current and future employee benefit costs. The BOLI cash surrender value build-up can be liquidated if necessary, with associated tax costs. However, the Company intends to hold this pool of insurance, because it provides income that supports employee benefit cost increases which enhances the Company’s capital position. Therefore, the Company has not provided for deferred income taxes on the earnings from the increase in cash surrender value.

Premises and equipment

Net of depreciation, premises and equipment increased $113.7 0 million during ~~2024.~~2025 ~~The~~primarily ~~Company~~due ~~purchased~~to ~~$4.7~~the ~~million~~construction inof ~~fixed~~the ~~assets~~new ~~during 2024~~headquarters building. ~~These~~This ~~increases~~increase ~~were~~was partially offset by $2.53 million in depreciation expense ~~and assets totaling $0~~.~~5 million that were transferred to other assets. During 2024, the Company opened a new Easton Branch and completed the remodeling of the Main Branch located in Dunmore, PA.~~

The Company is in the process of corporate headquarters construction which will continue to increase construction in process. On December 23, 2020, the Commonwealth of Pennsylvania authorized the first of three Redevelopment Assistance Capital Program (RACP) grant funding in the amount of $2.0 million, a second on December 6, 2021 in the amount of $2.0 million, and the final grant award on November 1, 2024 in the amount of $4.0 million, bringing the total RACP grant award to $9.0 million. The $9.0 million RACP grants will offset the total construction costs of the renovation and rehabilitation of the historic Scranton Electric Building. As of December 31, ~~2024~~2025, the Company incurred $621.2 8 million in costs for the corporate headquarters building in downtown Scranton which ~~include~~included planning, engineering, and architectural fees as well as interior ~~demo~~demolition and ~~investigative work~~construction. The remaining building costs could range from $20 7 million to $229 million. This estimated range may expand due to unknown supply chain issues, labor pricing, design changes, or upgrades required to meet current codes. The Company currently estimates furniture and office equipment costs at $3.2.0 million and technology equipment and infrastructure at $0.6 million. The historic nature of this building has qualified the Company for an estimated $43.1 4 million in state and federal historic tax credits. The project is expected to be completed in the middle of 2026. During 2025, the Company transferred its current downtown Scranton location to other assets held-for-sale and expects the sale of the current location to be finalized upon completion of the corporate headquarters.

The Company will continue evaluating its branch network to for potential consolidation to both identify operational efficiencies and opportunities to create an enhanced client experience. Also, the Company is looking for the opportunity to expand to new markets to promote growth.

Other assets

During ~~2024~~2025, the $17.01 million increase in other assets was due mostly to a $07.95 million increase in deferred tax assets.

Results of Operation

Earnings Summary

The Company’s earnings depend primarily on net interest income. Net interest income is the difference between interest income and interest expense. Interest income is generated from yields earned on interest-earning assets, which consist principally of loans and investment securities. Interest expense is incurred from rates paid on interest-bearing liabilities, which consist of deposits and borrowings. Net interest income is determined by the Company’s interest rate spread (the difference between the yields earned on its interest-earning assets and the rates paid on its interest-bearing liabilities) and the relative amounts of interest-earning assets and interest-bearing liabilities. Interest rate spread is significantly impacted by: changes in interest rates and market yield curves and their related impact on cash flows; the composition and characteristics of interest-earning assets and interest-bearing liabilities; differences in the maturity and re-pricing characteristics of assets compared to the maturity and re-pricing characteristics of the liabilities that fund them and by the competition in the marketplace.

Table of Contents

The Company’s earnings are also affected by the level of its non-interest income and expenses and by the provisions for credit losses and income taxes. Non-interest income mainly consists of: service charges on the Company’s loan and deposit products; interchange fees; trust and asset management service fees; increases in the cash surrender value of the bank owned life insurance and from net gains or losses from sales of loans and securities. Non-interest expense consists of: compensation and related employee benefit costs; occupancy; equipment; data processing; advertising and marketing; FDIC insurance premiums; professional fees; loan collection; net other real estate owned (ORE) expenses; supplies and other operating overhead.

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Net interest income, net interest rate margin, net interest rate spread and the efficiency ratio are presented in the Management's Discussion & Analysis on a fully-taxable equivalent (FTE) basis. The Company believes this presentation to be the preferred industry measurement of net interest income as it provides a relevant comparison between taxable and non-taxable amounts.

Overview

Net income recorded for the year ended December 31, ~~2024~~2025 was $2028.82 million, or $34.6089 ~~diluted~~ earnings per share, ($4.86 diluted earnings per share) compared to $1820.28 million, or $3.1963 earnings per share, ($3.60 diluted earnings per share,) for the year ended December 31, ~~2023~~2024. The $27.64 million, or 1436% increase in net income resulted primarily from the $710.68 million increase in ~~non-~~net interest income ~~for~~and ~~2024 compared to 2023. During 2023, the Company sold available-for-sale securities resulting in a~~ $61.56 million ~~loss, $5.1~~increase ~~million net of tax, which was the primary reason for the change~~ in non-interest income. ~~This was~~ partially offset by ~~the~~a $3.73 million increase in non-interest ~~expense~~expenses for 2025 compared to 2024.

For the year ended December 31, ~~2024~~2025, return on average assets (ROA) and return on average shareholders’ equity (ROE) were 01.8105% and 1012.5888%, respectively, compared to 0.7683% and 10.5658% for the same period in ~~2023~~2024. The ~~slight~~ increase in ROA and ROE was the result of the increase in net income during ~~2024~~2025. Pre-provision net revenue to average assets (non-GAAP) was 1.0228% and 01.9002% (1) for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. For more information on the calculation of pre-provision net revenue to average assets, see “Non-GAAP Financial Measures” located above within this management’s discussion and analysis. The increase was primarily due to an improvement in pre-provision net revenue.

Net interest income and interest sensitive assets / liabilities

Net interest income was $6172.97 million for the year ended December 31, ~~2024~~2025 compared to $6261.19 million for the year ended December 31, ~~2023~~2024. The $010.2 8 million increase ~~decline~~in ~~was~~net interest income resulted from the ~~result~~increase of $12.8 million in interest ~~expense~~income ~~growing~~primarily ~~faster~~due ~~than~~to ~~interest~~a ~~income~~$181.6 million increase in the average balance of interest-earning assets and a 17 basis point increase in fully-taxable equivalent ("FTE") (non-GAAP measurement) yield. On the asset side, the loan portfolio ~~caused~~ interest income growth byresulted from producing $1210.6 million more in interest income ~~primarily~~ from an increase of 4521 basis points in ~~the fully-taxable equivalent ("~~FTE") loan yields on $~~106~~125.13 million higher average balances. Additionally, the Company experienced an increase of $3.0 million in interest earned from interest-bearing deposits with other financial institutions from $74.6 million higher average balances. The increase in interest income was partially offset by a decrease of $0.8 million in interest earned on the investment portfolio due to decreases of 7 basis points in yield and $18.5 million in average balances. On the funding side, total interest expense increased by $132.40 million primarily due to an increase in interest expense paid on deposits of $143.26 million from ~~a 72 basis point~~the ~~higher rate paid on a~~ $~~111~~187.0 million larger average balance of interest-bearing deposits, partially offset by a decrease in within interest expense on borrowings of $01.8 6 million for the twelve months ended December 31, ~~2024~~2025 compared to the same period in ~~2023~~2024.

The overall cost of interest-bearing liabilities was 2.6049% for the twelve months ended December 31, ~~2024~~2025 compared to 12.9360% for the twelve months ended December 31, ~~2023~~2024. The cost of funds ~~increased~~decreased 555 basis points to 1.9994% for the twelve months ended December 31, ~~2024~~2025 from 1.4499% for the same period of ~~2023~~2024. The FTE yield on ~~interest-~~earning assets was 4.6279% for the year ended December 31, ~~2024~~2025, an increase of 44 17 basis points from the 4.1862% for the year ~~same~~ended ~~period~~December ~~of 2023~~31, 2024. The Company’s FTE net interest spread (non-GAAP measurement) ~~net interest spread~~ was 2.0230% for the twelve months ended December 31, ~~2024~~2025, aan ~~decrease~~increase of 2328 basis points from the 2.2502% recorded for the same period of ~~2023~~2024. FTE net interest margin ~~decreased~~(non-GAAP measurement) increased by 923 basis points to 2.7295% for the twelve months ended December 31, ~~2024~~2025 from 2.8172% for the same ~~2023~~2024 period due to ~~allocation~~the increase of 17 basis points ~~better~~in FTE ~~performing~~yields ~~interest~~earned on interest-earning assets. Inalong ~~the~~with ~~second~~a ~~half~~decline of ~~2024,~~11 ~~management~~basis ~~continued~~points ~~to re-invest~~in ~~cash~~the ~~flow~~rates ~~into more~~paid ~~effective~~on interest ~~earning assets,~~-bearing ~~such as the commercial loan portfolio~~liabilities.

~~The~~(1) ~~table~~See ~~that~~non-GAAP ~~follows~~financial ~~presents~~measures ~~the~~reconciliation ~~quarterly ratios for yield~~ on ~~interest-earning~~page ~~assets, net interest margin and net interest spread for the periods indicated:~~ 21.

	Dec. 31, 2024			Sep. 30, 2024			Jun. 30, 2024			Mar. 31, 2024			Dec. 31, 2023
Yield on interest-earning assets (FTE) (non-GAAP)		4.68	%		4.68	%		4.58	%		4.52	%		4.36	%
Net interest spread (FTE) (non-GAAP)		2.08	%		1.98	%		2.00	%		2.01	%		2.00	%
Net interest margin (FTE) (non-GAAP)		2.78	%		2.70	%		2.71	%		2.69	%		2.66	%

(1) See non-GAAP financial measures reconciliation on page 23.

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For ~~2025~~2026, the Company currently expects to operate in a moderately declining interest rate environment. Management is primarily reliant on the ~~Federal Open Market Committee~~FOMC's statements and forecast. In ~~For~~fiscal ~~the~~ year ~~ended~~end ~~December 31~~2025, ~~2024 compared to December 31, 2023,~~ the ~~Company’s~~ net interest income performance has been reduced due to asset yields being outpaced by higher cost of funds, compressing net interest spread. For the twelve months ended December 31, 2024 compared to December 31, 2023, the Company experienced a slight decrease in net interest income due to an increase in cost of funds based off an 8% growth in the deposit portfolio, offset by redeployment of assets into more effective interest earning assets. In September 2024, the FOMC decreased the federal funds rate by 5075 basis points. InConsensus both November and December 2024, the FOMC decreased the fed funds rate another 25 basis points, which did not have much of an impact on improving net interest margin as of year-end. Due to uncertainty in policy changes based on the new political administration which took office in 2025, consensus economic forecasts are expecting ~~small~~one to two declines ~~between~~of 25 ~~to 50~~ basis points ~~through 2025~~throughout 2026. Throughout ~~2025~~2026, the Company expects to see improvement in net interest margin primarily due to the expected growth in the loan and deposit portfolios. This is coupled with the repricing of deposit rates in the ~~expected~~ decreasing rate environment.

The Company’s Asset Liability Management (ALM) team meets regularly to discuss among other things, interest rate risk and when deemed necessary adjusts interest rates. ALM is actively addressing the Company's sensitivity to a changing rate environment to ensure interest rate risks are contained within acceptable levels. ALM also discusses revenue enhancing strategies to help combat the potential for a decline in net interest income. The Company’s marketing department, together with ALM, and service-driven branch and relationship managers, continue to develop prudent strategies that will grow the loan portfolio and accumulate relationship driven deposits at costs lower than borrowing costs to improve net interest income performance.

The table that follows sets forth a comparison of average balances of assets and liabilities and their related net tax equivalent yields and rates for the years indicated. Within the table, interest income was FTE adjusted, using the corporate federal tax rate of 21% for ~~2024~~2025 and ~~2023~~2024, to recognize the income from tax-exempt interest-earning assets as if the interest was taxable. See “Non-GAAP Financial Measures” within this management’s discussion and analysis for the FTE adjustments. This treatment allows a uniform comparison among yields on interest-earning assets. Loans include loans held-for-sale (HFS) and non-accrual loans but exclude the allowance for credit losses. HELOC are included in the residential real estate category since they are secured by real estate. Net deferred loan (cost amortization)/ fee accretion of ($0.9 million) in ~~2024~~2025 and ($0.9 million) in ~~2023~~2024, respectively, are included in interest income from loans. Purchase accounting adjustments of $1.63 million and $21.5 6 million are included in interest income from loans and $85 thousand and $328 thousand reduced interest expense on deposits and borrowings for ~~2024~~2025 and ~~2023~~2024. Average balances are based on amortized cost and do not reflect net unrealized gains or losses. Residual values for direct finance leases are included in the average balances for consumer loans. Net interest margin is calculated by dividing net interest income-FTE by total average interest-earning assets. Cost of funds includes the effect of average non-interest bearing deposits as a funding source:

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(dollars in thousands)

2024

2023

(dollars in thousands

2025

2024

Average

Yield /

Average

Yield /

Assets

balance

Interest

rate

balance

Interest

rate

Interest-earning assets

Interest-bearing deposits

29104,~~998~~576

14,~~544~~559

54.1536

929,~~591~~998

~~456~~1,544

45.7615

Restricted investments in bank stock

34,~~961~~189

~~322~~329

87.1686

43,~~212~~961

~~309~~322

78.3416

Investments:

Agency - GSE

~~113~~112,~~129~~210

1,~~631~~608

1.4443

~~112~~113,~~296~~129

1,~~632~~631

1.4544

MBS - GSE residential

~~217~~210,~~076~~250

4,~~178~~107

1.9295

~~238~~217,~~384~~076

4,~~341~~178

1.8292

State and municipal (nontaxable)

~~193~~187,~~079~~601

65,~~014~~401

32.1188

~~226~~193,~~918~~079

6,~~685~~014

23.9511

State and municipal (taxable)

8680,~~164~~899

1,~~770~~655

2.05

86,~~041~~164

1,~~778~~770

2.0705

Total investments

~~609~~590,~~448~~960

1312,~~593~~771

2.2316

~~663~~609,~~639~~448

1413,~~436~~593

2.1823

Loans and leases:

C&I and CRE (taxable)

~~837~~972,~~918~~467

5261,~~338~~483

6.2532

~~772~~837,~~903~~918

4552,~~161~~338

56.8425

C&I and CRE (nontaxable)

~~125~~130,~~207~~703

6,~~346~~889

5.0727

98125,~~470~~207

46,~~092~~346

45.1507

Consumer

~~208~~170,~~478~~140

109,~~533~~383

5.0552

~~235~~208,~~278~~478

10,~~329~~533

45.3905

Residential real estate

~~569~~593,~~746~~327

2527,~~381~~541

4.4564

~~528~~569,~~635~~746

2125,~~902~~381

4.1445

Total loans and leases

1,~~741~~866,~~349~~637

94105,~~598~~296

5.4364

1,~~635~~741,~~286~~349

8194,~~484~~598

45.9843

Total interest-earning assets

2,~~384~~566,~~756~~362

~~110~~122,~~057~~955

4.6279

2,~~312~~384,~~728~~756

96110,~~685~~057

4.1862

Non-interest earning assets

~~108~~123,~~903~~343

92108,~~368~~903

Total assets

2,~~493~~689,~~659~~705

2,~~405~~493,~~096~~659

Liabilities and shareholders' equity

Interest-bearing liabilities

Deposits:

Interest-bearing checking

~~657~~683,~~507~~885

14,~~957~~357

2.2710

~~648~~657,~~756~~507

1014,~~075~~957

12.5527

Savings and clubs

~~195~~190,~~842~~758

~~594~~572

0.30

~~219~~195,~~304~~842

~~668~~594

0.30

MMDA

~~560~~659,~~527~~471

1618,~~190~~208

2.8976

~~540~~560,~~770~~527

1316,~~394~~190

2.4889

Certificates of deposit

~~283~~350,~~653~~392

1113,~~424~~663

43.0390

~~177~~283,~~697~~653

411,~~808~~424

24.7103

Total interest-bearing deposits

1,~~697~~884,~~529~~506

4346,~~165~~800

2.5448

1,~~586~~697,~~527~~529

2843,~~945~~165

12.8254

Secured borrowings

6,~~830~~127

~~435~~368

6.3700

76,~~489~~830

~~475~~435

6.3537

Short-term borrowings

~~32,446~~17

~~1,557~~-

41.8053

4932,~~860~~446

21,~~368~~557

4.7580

Total interest-bearing liabilities

1,~~736~~890,~~805~~650

4547,~~157~~168

2.6049

1,~~643~~736,~~876~~805

3145,~~788~~157

12.9360

Non-interest bearing deposits

~~527~~543,~~825~~794

~~558~~527,~~962~~825

Non-interest bearing liabilities

3236,~~471~~297

2932,~~881~~471

Total liabilities

2,~~297~~470,~~101~~741

2,~~232~~297,~~719~~101

Shareholders' equity

~~196~~218,~~558~~964

~~172~~196,~~377~~558

Total liabilities and shareholders' equity

2,~~493~~689,~~659~~705

2,~~405~~493,~~096~~659

Net interest income - FTE

6475,~~900~~787

64,~~897~~900

Net interest spread

2.0230

2.2502

Net interest margin

2.7295

2.8172

Cost of funds

1.9994

1.4499

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Changes in net interest income are a function of both changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities. The following table presents the extent to which changes in interest rates and changes in volumes of interest-earning assets and interest-bearing liabilities have affected the Company’s interest income and interest expense during the periods indicated. Information is provided in each category with respect to (1) the changes attributable to changes in volume (changes in volume multiplied by the prior period rate), (2) the changes attributable to changes in interest rates (changes in rates multiplied by prior period volume) and (3) the net change. The combined effect of changes in both volume and rate has been allocated proportionately to the change due to volume and the change due to rate. Tax-exempt income was not converted to a tax-equivalent basis on the rate/volume analysis:

	Years ended December 31,
(dollars in thousands)	~~2024~~2025 compared to ~~2023~~2024									~~2023~~2024 compared to ~~2022~~2023
	Increase (decrease) due to
	Volume			Rate			Total			Volume			Rate			Total
Interest income:
Interest-bearing deposits	$	13,~~048~~285		$	40(270	)	$	13,~~088~~015		$	(1,~~142~~048	)	$	~~712~~40		$	~~(430~~1,088	)
Restricted investments in bank stock		(19	)		32(12	)		137			37(19	)		8832			~~125~~13
Investments:
Agency - GSE		12(13	)		(1310	)		(123	)		~~(78~~12	)		(3813	)		(~~116~~1	)
MBS - GSE residential		(~~403~~133	)		~~240~~62			(~~163~~71	)		(~~493~~403	)		~~261~~240			(~~232~~163	)
State and municipal		(~~723~~228	)		~~333~~(466	)		(~~390~~694	)		(~~707~~723	)		~~(86~~333	)		(~~793~~390	)
Total investments		(~~1,114~~374	)		~~560~~(414	)		(~~554~~788	)		(1,~~278~~114	)		~~137~~560			(~~1,141~~554	)
Loans and leases:
Residential real estate		1,~~736~~072			1,~~745~~087			32,~~481~~159			21,~~638~~736			21,~~808~~745			53,~~446~~481
C&I and CRE		58,~~314~~478			31,~~642~~095			89,~~956~~573			25,~~303~~314			63,~~857~~642			98,~~160~~956
Consumer		(12,~~257~~055	)		~~1,460~~906			~~203~~(1,149	)		~~795~~(1,257	)		1,~~208~~460			~~2,003~~203
Total loans and leases		57,~~793~~495			63,~~847~~088			1210,~~640~~583			5,~~736~~793			106,~~873~~847			1612,~~609~~640
Total interest income		510,~~708~~425			72,~~479~~392			1312,~~187~~817			35,~~353~~708			117,~~810~~479			1513,~~163~~187
Interest expense:
Deposits:
Interest-bearing checking		~~137~~584			4(1,~~745~~184	)		~~4,882~~(600	)		~~(227~~137	)		74,~~848~~745			74,~~621~~882
Savings and clubs		(7115	)		(37	)		(7422	)		(2971	)		~~434~~(3	)		~~405~~(74	)
Money market		~~496~~2,757			~~2,301~~(740	)		2,~~797~~017			~~161~~496			102,~~284~~301			102,~~445~~797
Certificates of deposit		32,~~636~~589			~~2,979~~(349	)		62,~~615~~240			~~268~~3,636			42,~~062~~979			46,~~330~~615
Total deposits		45,~~198~~915			10(2,~~022~~280	)		143,~~220~~635			~~173~~4,198			2210,~~628~~022			2214,~~801~~220
Secured borrowings		(4243	)		2(24	)		(4067	)		(3842	)		~~304~~2			~~266~~(40	)
Overnight borrowings		(835	)		24			(811	)		2,319			4			2,323
Short-term borrowings		(927	)		(630	)		(1,557	)		(835	)		24			(811	)
Total interest expense		34,~~321~~945			10(2,~~048~~934	)		132,~~369~~011			23,~~454~~321			2210,~~936~~048			2513,~~390~~369
Net interest income	$	25,~~387~~480		$	(25,~~569~~326	)	$	~~(182~~10,806	)	$	~~899~~2,387		$	(112,~~126~~569	)	$	(~~10,227~~182	)

Provision for credit losses

The provision for credit losses represents the necessary amount to charge against current earnings, the purpose of which is to adjust the allowance for credit losses to a level that represents management’s best estimate of expected credit losses in the Company’s loan portfolio. Loans determined to be uncollectible are charged off against the allowance. The required amount of the provision for credit losses, based upon the adequate level of the allowance, is subject to the ongoing analysis of the loan portfolio. The Company’s Special Assets Committee meets periodically to review problem loans. The committee is comprised of management, including credit administration officers, loan officers, loan workout officers and collection personnel.

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Management continuously reviews the risks inherent in the loan portfolio. The determination of the amounts of the allowance for credit losses and the provision for credit losses is based on management’s current judgments about the credit quality of the Company’s financial assets and known and expected relevant internal and external factors that significantly affect collectability such as historical loss information, current conditions, and reasonable and supportable forecasts, including significant qualitative factors.

For the year ended December 31, ~~2024~~2025, the provision for credit losses on loans was $1.31 million and the provision for credit losses on unfunded commitments was $0.12 million, compared to a $1.53 million provision for credit losses on loans and a $0.21 million net benefit for the provision for unfunded commitments for the year ended December 31, ~~2023~~2024. For the year ended December 31, ~~2024~~2025, the decrease in the provision for credit losses on loans compared to the prior year period was due to ~~lower net charge-offs coupled with~~ improved ~~economic~~asset ~~forecast assumptions~~quality. For the year ended December 31, ~~2024~~2025, the increase in the provision for credit losses on unfunded commitments compared to the prior period was due to originated growth in ~~unfunded~~the ~~commitments~~portfolio, specifically in commercial construction commitments.

The provision for credit losses derives from the reserve required from the allowance for credit losses calculation. The Company continued provisioning for twelve months ended December 31, ~~2024~~2025 to maintain an allowance level that management deemed adequate.

For a discussion on the allowance for credit losses, see “Allowance for credit losses,” located in the comparison of financial condition section of management’s discussion and analysis contained herein.

Other income

The majority of the Company’s revenues are generated through interest earned on securities and loans. In addition, the Company has other non-interest income streams such as fees associated with mortgage servicing rights which amortized to net mortgage servicing fees within other income, loan service charges, life insurance earnings, rental income and gains/losses on the sale of loans. The other types of contracts with customers that generate non-interest income are:

●

Service charges on deposit accounts – Deposit service charges represent fees charged by the Company for the performance obligation of providing services to a customer’s deposit account. The transaction price for deposit services includes both fixed and variable amounts based on the Company’s fee schedules. Revenue is recognized and payment is received either at a point in time for transactional fees or on a monthly basis for non-transactional fees.

●

Interchange fees – Interchange fees represent fees charged by the Company for customers using debit cards. The contract is between the Company and the processor and the performance obligation is the ability of customers to use debit cards to make purchases at a point in time. The transaction price is a percentage of debit card usage and the processor pays the Company and revenue is recorded throughout the month as the performance obligations are being met.

●

Fees from trust fiduciary activities – Trust fees represent fees charged by the Company for the management, custody and/or administration of trusts. These are mostly monthly fees based on the market value of assets in the trust account at the prior month end. Payment is generally received a few weeks after month end through a direct charge to customers’ accounts. Estate fees are recognized and charged as the Company reaches each of six different stages of the estate administration process.

●

Fees from financial services – Financial service fees represent fees charged by the Company for the performance obligation of providing various services for an investment account. Revenue is recognized twice monthly for fees on sales transactions and on a monthly basis for advisory fees and quarterly for trail fees.

●

Gain/loss on ORE sales – Gain/loss on the sale of ORE is recognized at the closing date when the sales proceeds are received. In seller-financed ORE transactions, the contract is made subject to our normal underwriting standards and pricing. The Company does not have any obligation or right to repurchase any sales of ORE.

~~For~~Total non-interest income for the year ended December 31, ~~2024,~~2025 was ~~non-interest income amounted to~~ $1920.06 million, aan increase of $71.6 million, or 678%, ~~increase~~from ~~compared to~~ $1119.40 million ~~recorded~~ for the year ended December 31, ~~2023~~2024. The ~~primary~~increase ~~driver~~was ofprimarily ~~the~~due ~~large~~to ~~increase~~increases ~~was~~of $0.6 million in ~~2024~~wealth ~~and~~management ~~difference~~revenue, $0.3 ~~from~~million ~~year~~in tointerchange ~~year~~fees, a $60.53 million ~~loss~~from ~~recognized~~service charges on ~~the~~commercial ~~sale~~loans, ofand ~~securities~~$0.2 ~~during 2023~~million in service charges on deposits. The ~~remaining~~Company also had $10.12 million ~~increase~~more ~~resulted~~non-interest income resulting from ~~increases~~a ofBOLI $0death benefit gain.6 ~~million~~During inthe ~~additional~~twelve ~~trust~~months ~~fiduciary~~ended ~~fees~~December 31, ~~$0.3~~2025, ~~million~~the inCompany ~~additional~~also ~~service~~recognized ~~charges~~gains onof ~~loans,~~ $0.25 million ~~more~~on insale ~~debit~~of ~~card~~commercial ~~interchange~~loans ~~fees~~ and $0.13 million ~~higher~~from ~~fees~~the ~~from~~sale ~~financial~~of ~~services.~~a property. Partially offsetting these increases, ~~the~~was ~~Company experienced a decrease of~~ $01.2 million in ~~fees~~losses ~~from~~recognized ~~commercial~~on ~~loans~~the ~~with~~sale ~~interest~~of ~~rate~~available-for-sale ~~hedges compared to 2023~~securities.

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Other operating expenses

~~For~~Non-interest expenses increased to $58.8 million for the year ended December 31, ~~2024~~2025, ~~total other operating expenses totaled $55.5 million,~~ an increase of $3.63 million, or 76%, ~~compared~~from to $5155.9 5 million for the year ended December 31, ~~2023~~2024. Salaries and benefits expense increased $3.2.0 million due to an increase in employees and incentive-based compensation throughout the year ended December 31, ~~2024~~2025. Additionally, furniture, fixtures, and equipment expenses increased $0.8 million over the same period primarily due to an increase in software costs. There were additional increases throughout the period in ~~professional~~advertising ~~fees~~and marketing expenses of $0.~~6 million,~~4 million and PAoccupancy ~~shares~~expenses ~~tax~~ of $0.32 million. These increases were partially offset by ~~$0.5~~reductions ~~million less~~ in ~~fraud~~professional ~~losses~~fees ~~and~~ of $0.3 million ~~less advertising and marketing expenses~~.

The ratios of non-interest expense less non-interest income to average assets, known as the expense ratio, were 1.4738% and 1.6947%, respectively, at December 31, ~~2024~~2025 and ~~2023~~2024. The expense ratio decreased because of increased levels of average assets. The efficiency ratio ~~increased~~decreased from 6266.6719% at December 31, ~~2023~~2024 to 6660.1930% (1) at December 31, ~~2024~~2025 primarily due to the increase in ~~non-~~net interest ~~expense~~ income in ~~2024~~2025. For more information on the calculation of the efficiency ratio, see “Non-GAAP Financial Measures” located within this management’s discussion and analysis.

The costs of acquiring and maintaining talent may increase salaries and employee benefit expenses, primarily salaries, incentives and group insurance, in ~~2025~~2026. Additionally, the Company's technology platforms continue to evolve and require periodic upgrades. Therefore, the Company continues to devote financial resources and personnel necessary to maintain and improve the information technology systems and platforms for optimal operational efficiency, customer convenience and compliance with applicable laws, regulations and regulatory guidance within a secure environment. Although these costs are expected, the costs of software and software subscriptions continue to rise and may require further investment and expenditures by the Company.

Upon occupancy of the corporate headquarters, the Company does not expect any significant impact to net income. Costs for operating the new headquarters are expected to be offset by the closure of other owned and leased properties near downtown Scranton. The expenses will also be offset by historical tax credit benefits.

Provision for income taxes

The provision for income taxes increased $1.08 million for the year ended December 31, ~~2024~~2025 compared to the same ~~2023~~2024 period due to $39.6 2 million higher income before taxes. The Company’s effective income tax rate approximated 1214.9% in ~~2024~~2025 and 1012.19% in ~~2023~~2024. The difference between the effective rate and the enacted statutory corporate rate of 21% is due mostly to the effect of tax-exempt income in relation to the level of pre-tax income. The increase in the effective tax rate was primarily due to higher pre-tax income. If the federal corporate tax rate decreased, the Company’s net deferred tax liabilities and deferred tax assets will be re-valued upon adoption of the new tax rate. A federal tax rate decrease will decrease net deferred tax assets with a corresponding increase to provision for income taxes.

Off-Balance Sheet Arrangements and Contractual Obligations

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business in order to meet the financing needs of its customers and in connection with the overall interest rate management strategy. These instruments involve, to a varying degree, elements of credit, interest rate and liquidity risk. In accordance with GAAP, these instruments are either not recorded in the consolidated financial statements or are recorded in amounts that differ from the notional amounts. Such instruments primarily include lending commitments and lease obligations.

In addition to lending commitments, the Company has contractual obligations related to operating lease and finance lease commitments. Operating lease commitments are obligations under various non-cancelable operating leases on buildings and land used for office space and banking purposes. Finance lease commitments are obligations on buildings and equipment.

48 (1) See non-GAAP financial measures reconciliation on page 21.

Table of Contents

The following table presents, as of December 31, ~~2024~~2025, the Company’s significant determinable contractual obligations and significant commitments by payment date. The payment amounts represent those amounts contractually due to the recipient, excluding interest:

Over one

Over three

One year

year through

years through

Over

(dollars in thousands)

or less

three years

five years

Total

Contractual obligations:

Certificates of deposit

~~324~~339,~~348~~469

1110,~~174~~399

2,~~506~~239

~~872~~869

~~338~~352,~~900~~976

Secured borrowings

-1,060

64,~~224~~897

65,~~224~~957

Operating leases

~~656~~695

1,~~337~~344

1,~~373~~386

1112,~~498~~221

1415,~~864~~646

Finance leases

~~239~~229

~~458~~434

~~357~~165

13-

~~1,067~~828

Commitments:

Letters of credit

2623,~~111~~666

2,~~915~~830

1,~~486~~469

3028,~~552~~005

Loan commitments (1)

2543,~~409~~680

Total

~~376~~407,~~763~~739

15,~~884~~007

4,~~276~~890

2019,~~093~~456

~~417~~447,~~016~~092

(1) Available credit to borrowers in the amount of $~~430~~467.13 million is excluded from the above table since, by its nature, the borrowers may not have the need for additional funding, and, therefore, the credit may or may not be disbursed by the Company.

Related Party Transactions

Information with respect to related parties is contained in Note 16, “Related Party Transactions”, within the notes to the consolidated financial statements, and incorporated by reference in Part II, Item 8.

Impact of Accounting Standards and Interpretations

Information with respect to the impact of accounting standards is contained in Note 18, “Recent Accounting Pronouncements”, within the notes to the consolidated financial statements, and incorporated by reference in Part II, Item 8.

Impact of Inflation and Changing Prices

The consolidated financial statements and notes thereto presented herein have been prepared in accordance with U.S. GAAP, which requires the measurement of the Company’s financial condition and results of operations in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of our operations. Unlike industrial businesses, most all of the Company’s assets and liabilities are financial in nature. As a result, interest rates have a greater impact on our performance than do the effects of general levels of inflation as interest rates do not necessarily move in the same direction or, to the same extent, as the price of goods and services.

Capital Resources

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

Under these guidelines, assets and certain off-balance sheet items are assigned to broad risk categories, each with appropriate weights. The resulting ratios represent capital as a percentage of total risk-weighted assets and certain off-balance sheet items. The guidelines require all banks and bank holding companies to maintain minimum ratios for capital adequacy purposes. Refer to the information with respect to capital requirements contained in Note 15, “Regulatory Matters”, within the notes to the consolidated financial statements, and incorporated by reference in Part II, Item 8.

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During the year ended December 31, ~~2024~~2025, total shareholders' equity increased $1434.59 million, or 817%, from $~~189~~204.50 million at December 31, ~~2023~~2024. The increase was caused by $1118.97 million higher retained earnings from net income of $2028.8 2 million plus a $014.9 million, after tax, improvement in accumulated other comprehensive ~~income~~ loss from ~~the~~lower ~~amortization~~net of unrealized losses recorded on ~~securities~~ ~~transferred to held~~available-tofor-~~maturity~~sale securities, partially offset by $8.9.5 million in cash dividends paid to shareholders. An additional $1.73 million was recorded from the issuance of common stock under the Company’s stock plans and stock-based compensation expense. At December 31, ~~2024~~2025, there were no credit losses on available-for-sale and held-to-maturity debt securities. The Company’s dividend payout ratio, defined as the rate at which current earnings are paid to shareholders, was 4233.9670% and 4642.0696% for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. The balance of earnings is retained to further strengthen the Company’s capital position. The Company’s sources (uses) of capital during the previous five years are indicated below:

			Cash			Other retained			Total		DRP		Issuance of		Changes in
	Net		dividends			earnings			earnings		and ESPP		common stock		AOCI and			Capital
(dollars in thousands)	income		declared			adjustments			retained		infusion		for acquisition		other changes			retained (utilized)
2024	$	20,794	$	(8,932	)	$	-		$	11,862	$	363	$	-	$	2,265		$	14,490
2025	$	28,198	$	(9,504	)	$	-		$	18,694	$	348	$	-	$	15,849		$	34,891
2024		20,794		(8,932	)		-			11,862		363		-		2,265			14,490
2023		18,210		(8,387	)		(1,326	)		8,497		1,938		-		16,094			26,529
2022		30,021		(7,709	)		-			22,312		252		-		(71,343	)		(48,779	)
2021		24,008		(6,608	)		-			17,400		270		35,056		(7,667	)		45,059
2020		13,035		(5,378	)		-			7,657		219		45,408		6,551			59,835

As of December 31, ~~2024~~2025, the Company reported a net unrealized loss position of $5540.6 7 million, net of tax, from the securities portfolio compared to a net unrealized loss of $5655.56 million as of December 31, ~~2023~~2024. The $014.9 million improvement during ~~2024~~2025 was from the amortization of unrealized losses on held-to-maturity securities ~~partially~~coupled ~~offset~~with byimprovement in unrealized losses on AFS securities. Management believes that changes in fair value of the Company’s securities are due to changes in interest rates and not in the creditworthiness of the issuers.

Generally, when U.S. Treasury rates rise, investment securities’ pricing declines and fair values of investment securities also decline. While volatility has existed in the yield curve within the past twelve months, a declining rate environment is expected and during the period of declining rates, the Company expects pricing in the bond portfolio to improve. There is no assurance that future realized and unrealized losses will not be recognized from the Company’s portfolio of investment securities.

To help maintain a healthy capital position, the Company can issue stock to participants in the Dividend Reinvestment Plan (DRP) and Employee Stock Purchase Plan (the ESPP) plans. The DRP affords the Company the option to acquire shares in open market purchases and/or issue shares directly from the Company to plan participants. Both the DRP and the ESPP plans have been a consistent source of capital from the Company’s loyal employees and shareholders and their participation in these plans will continue to help strengthen the Company’s balance sheet.

See the section entitled “Supervision and Regulation”, below for a discussion on regulatory capital changes and other recent enactments, including a summary of the federal banking agencies final rules to implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act.

Liquidity

Liquidity management ensures that adequate funds will be available to meet customers’ needs for borrowings, deposit withdrawals and maturities, facility expansion and normal operating expenses. Sources of liquidity are cash and cash equivalents, asset maturities and pay-downs within one year, loans HFS, investments AFS, growth of core deposits, utilization of borrowing capacities from the FHLB, correspondent banks, IntraFi's ICS and One-Way Buy program, the Discount Window of the Federal Reserve Bank of Philadelphia (FRB), Atlantic Community Bankers Bank (ACBB) and proceeds from the issuance of capital stock. Though regularly scheduled investment and loan payments are dependable sources of daily liquidity, sales of both loans HFS and investments AFS, deposit activity and investment and loan prepayments are significantly influenced by general economic conditions including the interest rate environment. During low and declining interest rate environments, prepayments from interest-sensitive assets tend to accelerate and provide significant liquidity that can be used to invest in other interest-earning assets but at lower market rates. Conversely, in periods of high or rising interest rates, prepayments from interest-sensitive assets tend to decelerate causing prepayment cash flows from mortgage loans and mortgage-backed securities to decrease. Rising interest rates may also cause deposit inflow but priced at higher market interest rates or could also cause deposit outflow due to higher rates offered by the Company’s competition for similar products. The Company closely monitors activity in the capital markets and takes appropriate action to ensure that the liquidity levels are adequate for funding, investing and operating activities.

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The Company’s contingency funding plan (CFP) sets a framework for handling liquidity issues in the event circumstances arise which the Company deems to be less than normal. The Company established guidelines for identifying, measuring, monitoring and managing the resolution of potentially serious liquidity crises. The CFP outlines required monitoring tools, acceptable alternative funding sources and required actions during various liquidity scenarios. Thus, the Company has implemented a proactive means for the measurement and resolution for handling potentially significant adverse liquidity conditions. At least quarterly, the CFP monitoring tools, current liquidity position and monthly projected liquidity sources and uses are presented and reviewed by the Company’s Asset/Liability Committee. As of December 31, ~~2024~~2025, the Company had not experienced any adverse issues that would give rise to its inability to raise liquidity in an emergency situation.

During the year ended December 31, ~~2024~~2025, the Company ~~decreased~~grew cash ~~holdings~~and cash equivalents by $2864.67 million. During the period, the Company’s operations provided approximately $2942.74 million mostly from $6575.6 million of net cash inflow from the components of net interest income partially offset by net non-interest expense/income related payments of $3234.91 million and $4.46 million in ~~quarterly~~purchased ~~estimated~~tax credits. Additionally, the Company paid $7.2 million to purchase tax ~~payments~~credits to be utilized in future periods. Cash inflow from interest-earning assets, deposit growth and loan payments were used to fund the loan portfolio, pay down short-term borrowings, invest in bank premises and equipment and make net dividend payments. The Company received a large amount of public deposits over the past few years. The seasonal nature of deposits from municipalities and other public funding sources requires the Company to be prepared for the inherent volatility and the unpredictable timing of cash outflow from this customer base, including maintaining the requirements to pledge investment securities. Accordingly, the use of short-term overnight borrowings could be used to fulfill funding gap needs. As of December 31, ~~2024~~2025, the Company had $~~158~~220.59 million in unpledged securities.

During 2021 and 2022, the Company also experienced deposit inflow resulting from businesses and municipalities that received relief from the CARES Act, American Rescue Plan Act ("ARPA") and other government stimulus. As ~~There is uncertainty about the length~~ of ~~time~~December ~~that~~31, ~~these~~2025, ~~deposits will remain which could require~~ the Company tohas ~~maintain~~approximately ~~elevated cash balances~~$16. ~~During~~4 ~~2024~~million, ~~the Company experienced~~ an ~~outflow~~increase of $182.69 million ~~in ARPA funds~~, or ~~approximately 60~~21%, offrom ~~the~~$13.5 ~~balance~~million ofat ~~these funds from~~ the end of ~~2023. As of December 31,~~ 2024, ~~the Company has approximately $12.2 million~~ in remaining ARPA balances. The Company ~~will~~expects ~~continue~~that tothe ~~monitor~~funds ~~deposit~~will ~~fluctuations~~be ~~for~~depleted ~~other~~by ~~significant~~year ~~changes~~end 2026.

Lending commitments include commitments to originate loans and commitments to fund unused lines of credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Unfunded commitments of existing loan facilities totaled $~~455~~511.5 0 million, standby letters of credit totaled $3028.60 million and the level of uninsured and non-collateralized deposits was $~~562~~656.25 million at December 31, ~~2024~~2025. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.

As of December 31, ~~2024~~2025, the Company maintained $83148.41 million in cash and cash equivalents and $~~333~~297.5 2 million of investments AFS and loans HFS. Also as of December 31, ~~2024~~2025, the Company had approximately $~~733~~812.27 million available borrowing capacity from the FHLB, $2030.0 million from correspondent banks, $~~157~~145.30 million from the FRB and $~~367~~410.75 million from the IntraFi Network One-Way Buy program. The combined total of $1.78 billion represented 6667% of total assets at December 31, ~~2024~~2025. Management believes this level of liquidity to be strong and adequate to support current operations.

For a discussion on the Company’s significant determinable contractual obligations and significant commitments, see “Off-Balance Sheet Arrangements and Contractual Obligations,” above.

Management of interest rate risk and market risk analysis

The adequacy and effectiveness of an institution’s interest rate risk management process and the level of its exposures are critical factors in the regulatory evaluation of an institution’s sensitivity to changes in interest rates and capital adequacy. Management believes the Company’s interest rate risk measurement framework is sound and provides an effective means to measure, monitor, analyze, identify and control interest rate risk in the balance sheet.

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The Company is subject to the interest rate risks inherent in its lending, investing and financing activities. Fluctuations of interest rates will impact interest income and interest expense along with affecting market values of all interest-earning assets and interest-bearing liabilities, except for those assets or liabilities with a short-term remaining to maturity. Interest rate risk management is an integral part of the asset/liability management process. The Company has instituted certain procedures and policy guidelines to manage the interest rate risk position. Those internal policies enable the Company to react to changes in market rates to protect net interest income from significant fluctuations. The primary objective in managing interest rate risk is to minimize the adverse impact of changes in interest rates on net interest income along with creating an asset/liability structure that maximizes earnings.

Asset/Liability Management. One major objective of the Company when managing the rate sensitivity of its assets and liabilities is to stabilize net interest income. The management of and authority to assume interest rate risk is the responsibility of the Company’s Asset/Liability Committee (ALCO), which is comprised of senior management and members of the board of directors. ALCO meets quarterly to monitor the relationship of interest sensitive assets to interest sensitive liabilities. The process to review interest rate risk is a regular part of managing the Company. Consistent policies and practices of measuring and reporting interest rate risk exposure, particularly regarding the treatment of non-contractual assets and liabilities, are in effect. In addition, there is an annual process to review the interest rate risk policy with the board of directors which includes limits on the impact to earnings from shifts in interest rates.

Interest Rate Risk Measurement. Interest rate risk is monitored through the use of three complementary measures: static gap analysis, earnings at risk simulation and economic value at risk simulation. While each of the interest rate risk measurements has limitations, collectively, they represent a reasonably comprehensive view of the magnitude of interest rate risk in the Company and the distribution of risk along the yield curve, the level of risk through time and the amount of exposure to changes in certain interest rate relationships.

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

To manage this interest rate sensitivity gap position, an asset/liability model commonly known as cumulative gap analysis is used to monitor the difference in the volume of the Company’s interest sensitive assets and liabilities that mature or re-price within given time intervals. A positive gap (asset sensitive) indicates that more assets will re-price during a given period compared to liabilities, while a negative gap (liability sensitive) indicates the opposite effect. The Company employs computerized net interest income simulation modeling to assist in quantifying interest rate risk exposure. This process measures and quantifies the impact on net interest income through varying interest rate changes and balance sheet compositions. The use of this model assists ALCO in gauging the effects of interest rate changes on interest-sensitive assets and liabilities in order to determine what impact these rate changes will have upon the net interest spread. At December 31, ~~2024~~2025, the Company maintained a one-year cumulative gap of positive (asset sensitive) $953.32 million, or 01.49%, of total assets. The effect of this positive gap position provided a mismatch of assets and liabilities which may expose the Company to interest rate risk during periods of falling interest rates. Conversely, in an increasing interest rate environment, net interest income could be positively impacted because more assets than liabilities will re-price upward during the one-year period.

Certain shortcomings are inherent in the method of analysis discussed above and presented in the next table. Although certain assets and liabilities may have similar maturities or periods of re-pricing, they may react in different degrees to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable-rate mortgages, have features which restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayment and early withdrawal levels may deviate significantly from those assumed in calculating the table amounts. The ability of many borrowers to service their adjustable-rate debt may decrease in the event of an interest rate increase.

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The following table reflects the re-pricing of the balance sheet or “gap” position at December 31, ~~2024~~2025:

				More than three			More than
	Three months			months to			one year			More than
(dollars in thousands)	or less			twelve months			to three years			three years			Total
Cash and cash equivalents	$	57122,~~084~~595		$	-		$	-		$	2625,~~269~~465		$	83148,~~353~~060
Investment securities (1)(2)		75,~~686~~673			2125,~~621~~187			6480,~~089~~020			~~467~~417,~~786~~439			~~561~~528,~~182~~319
Loans and leases (2)		~~477~~598,~~355~~857			~~207~~233,~~908~~458			~~456~~479,~~373~~939			~~639~~579,~~554~~302			1,~~781~~891,~~190~~556
Fixed and other assets		-			~~58,069~~-			-			~~100~~180,~~822~~123			~~158~~180,~~891~~123
Total assets	$	~~542~~727,125		$	~~287~~258,~~598~~645		$	~~520~~559,~~462~~959		$	1,~~234~~202,~~431~~329		$	2,~~584~~748,~~616~~058
Total cumulative assets	$	~~542~~727,125		$	~~829~~985,~~723~~770		$	1,~~350~~545,~~185~~729		$	2,~~584~~748,~~616~~058
Non-interest-bearing transaction deposits (3)	$	1110,~~307~~074		$	3330,~~920~~224		$	9080,~~452~~598		$	~~398~~431,~~256~~685		$	~~533~~552,~~935~~581
Interest-bearing transaction deposits (3)		~~489~~488,~~517~~581			6164,~~469~~845			~~164~~175,~~927~~056			~~752~~833,~~072~~314			1,~~467~~561,~~985~~796
Certificates of deposit		~~127~~141,~~624~~509			~~196~~197,~~573~~313			1110,~~174~~400			3,~~529~~754			~~338~~352,~~900~~976
Secured borrowings		4238			-			-			65,~~224~~957			65,~~266~~995
Other liabilities		-			-			-			33,561			33,561
Short-term borrowings		20			-			-			-			20
Total liabilities	$	628,490		$	291,962		$	266,553		$	1,193,642		$	2,380,647
Other liabilities		-			-			-			35,830			35,830
Total cumulative liabilities	$	628,490		$	920,452		$	1,187,005		$	2,380,647
Total liabilities	$	640,222		$	292,382		$	266,054		$	1,310,540		$	2,509,198
Interest sensitivity gap	$	(86,365	)	$	(4,364	)	$	253,909		$	40,789
Total cumulative liabilities	$	640,222		$	932,604		$	1,198,658		$	2,509,198
Cumulative gap	$	(86,365	)	$	(90,729	)	$	163,180		$	203,969
Interest sensitivity gap	$	86,903		$	(33,737	)	$	293,905		$	(108,211	)
Cumulative gap	$	86,903		$	53,166		$	347,071		$	238,860
Off-balance sheet:
Swap - portfolio hedge	$	100,000		$	-(100,000	)	$	~~(100,000~~-	)	$	-
Cumulative gap	$	13186,~~635~~903		$	953,~~271~~166		$	~~163~~347,~~180~~071		$	~~203~~238,~~969~~860
Cumulative gap to total assets		06.58	%		01.49	%		612.36	%		78.97	%

(1)	Includes restricted investments in bank stock and the net unrealized gains/losses on available-for-sale securities.

(2)

Investments and loans are included in the earlier of the period in which interest rates were next scheduled to adjust or the period in which they are due. In addition, loans were included in the periods in which they are scheduled to be repaid based on scheduled amortization. For amortizing loans and MBS – GSE residential, annual prepayment rates are assumed reflecting historical experience as well as management’s knowledge and experience of its loan products.

(3)

The Company’s demand and savings accounts were generally subject to immediate withdrawal. However, management considers a certain amount of such accounts to be core accounts having significantly longer effective maturities based on the retention experiences of such deposits in changing interest rate environments. The effective maturities presented are the recommended maturity distribution limits for non-maturing deposits based on historical deposit studies.

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Earnings at Risk and Economic Value at Risk Simulations. The Company recognizes that more sophisticated tools exist for measuring the interest rate risk in the balance sheet that extend beyond static re-pricing gap analysis. Although it will continue to measure its re-pricing gap position, the Company utilizes additional modeling for identifying and measuring the interest rate risk in the overall balance sheet. The ALCO is responsible for focusing on “earnings at risk” and “economic value at risk”, and how both relate to the risk-based capital position when analyzing the interest rate risk.

Earnings at Risk. An earnings at risk simulation measures the change in net interest income and net income should interest rates rise and fall. The simulation recognizes that not all assets and liabilities re-price one-for-one with market rates (e.g., savings rate). The ALCO looks at “earnings at risk” to determine income changes from a base case scenario under an increase and decrease of 200 basis points in interest rate simulation models.

Economic Value at Risk. An earnings at risk simulation measures the short-term risk in the balance sheet. Economic value (or portfolio equity) at risk measures the long-term risk by finding the net present value of the future cash flows from the Company’s existing assets and liabilities. The ALCO examines this ratio quarterly utilizing an increase and decrease of 200 basis points in interest rate simulation models. The ALCO recognizes that, in some instances, this ratio may contradict the “earnings at risk” ratio.

The following table illustrates the simulated impact of an immediate 200 basis points upward or downward movement in interest rates on net interest income, net income and the change in the economic value (portfolio equity). This analysis assumed that the adjusted interest-earning asset and interest-bearing liability levels at December 31, ~~2024~~2025 remained constant. The impact of the rate movements was developed by simulating the effect of the rate change over a twelve-month period from the December 31, ~~2024~~2025 levels:

	% change
	Rates +200			Rates -200
Earnings at risk:
Net interest income		(02.67	)%		(4.76	)%
Net income		(05.46	)		(1210.71	)
Economic value at risk:
Economic value of equity		(5.20	)		(07.36	)
Economic value of equity as a percent of total assets		(0.7	)		(01.1	)

In the scenarios in the above table, the Board-approved policy has the following guidelines: net interest income within +/- 10%, net income within +/- 25%, economic value of equity within +/- 25%, economic value of equity as a percent of total assets within +/-5%.

Economic value has the most meaning when viewed within the context of risk-based capital. Therefore, the economic value may normally change beyond the Company’s policy guideline for a short period of time as long as the risk-based capital ratio (after adjusting for the excess equity exposure) is greater than 10%. At December 31, ~~2024~~2025, the Company’s risk-based capital ratio was 14.78%.

The table below summarizes estimated changes in net interest income over a twelve-month period beginning January 1, ~~2025~~2026, under alternate interest rate scenarios using the income simulation model described above:

	Net interest		$			%
(dollars in thousands)	income		variance			variance
Simulated change in interest rates
+300 basis points	$	7085,~~265~~107	$	(1,~~988~~396	)		(21.87	)%
+200 basis points		7185,~~841~~992		~~(412~~2,281	)		(02.67	)%
+100 basis points		7386,~~325~~768		13,~~072~~057			13.57	%
Flat rate		7283,~~253~~711		-			-	%
-100 basis points		7081,~~238~~555		(2,~~015~~156	)		(2.86	)%
-200 basis points		6879,~~843~~898		(3,~~410~~813	)		(4.76	)%
-300 basis points		6879,~~486~~180		(34,~~767~~531	)		(5.24	)%

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Simulation models require assumptions about certain categories of assets and liabilities. The models schedule existing assets and liabilities by their contractual maturity, estimated likely call date or earliest re-pricing opportunity. MBS – GSE residential securities and amortizing loans are scheduled based on their anticipated cash flow including estimated prepayments. For investment securities, the Company uses a third-party service to provide cash flow estimates in the various rate environments. Savings, money market and interest-bearing checking accounts do not have stated maturities or re-pricing terms and can be withdrawn or re-price at any time. This may impact the margin if more expensive alternative sources of deposits are required to fund loans or deposit runoff. Management projects the re-pricing characteristics of these accounts based on historical performance and assumptions that it believes reflect their rate sensitivity. The model reinvests all maturities, repayments and prepayments for each type of asset or liability into the same product for a new like term at current product interest rates. As a result, the mix of interest-earning assets and interest bearing-liabilities is held constant.

Supervision and Regulation

The following is a brief summary of the regulatory environment in which the Company and the Bank operate and is not designed to be a complete discussion of all statutes and regulations affecting such operations, including those statutes and regulations specifically mentioned herein. Changes in the laws and regulations applicable to the Company and the Bank can affect the operating environment in substantial and unpredictable ways. We cannot accurately predict whether legislation will ultimately be enacted, and if enacted, the ultimate effect that legislation or implementing regulations would have on our financial condition or results of operations. While banking regulations are material to the operations of the Company and the Bank, it should be noted that supervision, regulation and examination of the Company and the Bank are intended primarily for the protection of depositors, not shareholders.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act (SOX), also known as the “Public Company Accounting Reform and Investor Protection Act,” was established in 2002 and introduced major changes to the regulation of financial practice. SOX represents a comprehensive revision of laws affecting corporate governance, accounting obligations, and corporate reporting. SOX is applicable to all companies with equity or debt securities that are either registered, or file reports under the Securities Exchange Act of 1934. In particular, SOX establishes: (i) requirements for audit committees, including independence, expertise, and responsibilities; (ii) additional responsibilities regarding financial statements for the Principal Executive Officer and Principal Financial Officer of the reporting company; (iii) standards for auditors and regulation of audits; (iv) increased disclosure and reporting obligations for the reporting company and its directors and executive officers; and (v) increased civil and criminal penalties for violations of the securities laws.

Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA)

The FDICIA established five different levels of capitalization of financial institutions, with “prompt corrective actions” and significant operational restrictions imposed on institutions that are capital deficient under the categories. The five categories are:

●

well capitalized;

●

adequately capitalized;

●

undercapitalized;

●

significantly undercapitalized, and

●

critically undercapitalized.

To be considered well capitalized, an institution must have a total risk-based capital ratio of at least 10%, a Tier 1 risk-based capital ratio of at least 8%, a leverage capital ratio of at least 5%, and must not be subject to any order or directive requiring the institution to improve its capital level. An institution falls within the adequately capitalized category if it has a total risk-based capital ratio of at least 8%, a Tier 1 risk-based capital ratio of at least 6%, and a leverage capital ratio of at least 4%. Institutions with lower capital levels are deemed to be undercapitalized, significantly undercapitalized or critically undercapitalized, depending on their actual capital levels. In addition, the appropriate federal regulatory agency may downgrade an institution to the next lower capital category upon a determination that the institution is in an unsafe or unsound condition or is engaged in an unsafe or unsound practice. Institutions are required under the FDICIA to closely monitor their capital levels and to notify their appropriate regulatory agency of any basis for a change in capital category.

Regulatory oversight of an institution becomes more stringent with each lower capital category, with certain “prompt corrective actions” imposed depending on the level of capital deficiency.

Recent Legislation and Rulemaking

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Regulatory Capital Changes

In July 2013, the federal banking agencies issued final rules to implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act. The phase-in period for community banking organizations began on January 1, 2015, while larger institutions (generally those with assets of $250 billion or more) began compliance on January 1, 2014. The final rules call for the following capital requirements:

●

A minimum ratio of common tier 1 capital to risk-weighted assets of 4.5%.

●

A minimum ratio of tier 1 capital to risk-weighted assets of 6%.

●

A minimum ratio of total capital to risk-weighted assets of 8% (no change from current rule).

●

A minimum leverage ratio of 4%.

In addition, the final rules established a common equity tier 1 capital conservation buffer of 2.5% of risk-weighted assets applicable to all banking organizations. If a banking organization fails to hold capital above the minimum capital ratios and the capital conservation buffer, it will be subject to certain restrictions on capital distributions and discretionary bonus payments.

The final rules will not have a material impact on the Company’s capital, operations, liquidity and earnings.

JOBS Act

The Jumpstart Our Business Startups Act (the “JOBS Act”) is aimed at facilitating capital raising by smaller companies and banks and bank holding companies by implementing the following changes:

●

raising the threshold requiring registration under the Securities Exchange Act of 1934 (the "Exchange Act") for banks and bank holdings companies from 500 to 2,000 holders of record;

●

raising the threshold for triggering deregistration under the Exchange Act for banks and bank holding companies from 300 to 1,200 holders of record;

●

raising the limit for Regulation A offerings from $5 million to $50 million per year and exempting some Regulation A offerings from state blue sky laws;

●

permitting advertising and general solicitation in Rule 506 and Rule 144A offerings;

●

allowing private companies to use "crowdfunding" to raise up to $1 million in any 12-month period, subject to certain conditions; and

●

creating a new category of issuer, called an "Emerging Growth Company," for companies with less than $1 billion in annual gross revenue, which will benefit from certain changes that reduce the cost and burden of carrying out an equity IPO and complying with public company reporting obligations for up to five years.

The JOBS Act did not have any immediate application to the Company. However, management continues to monitor the implementation rules for potential effects which might benefit the Company.

Dodd-Frank Wall Street Reform and Consumer Protection Act.

In 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) became law. Dodd-Frank is intended to effect a fundamental restructuring of federal banking regulation. Among other things, Dodd-Frank creates a new Financial Stability Oversight Council to identify systemic risks in the financial system and gives federal regulators new authority to take control of and liquidate financial firms. Dodd-Frank additionally creates a new independent federal regulator to administer federal consumer protection laws. Dodd-Frank is expected to have a significant impact on our business operations as its provisions take effect. Overtime, it is expected that at a minimum they will increase our operating and compliance costs and could increase our interest expense. Among the provisions that are likely to affect us and the community banking industry are the following:

Holding Company Capital Requirements. Dodd-Frank requires the Federal Reserve to apply consolidated capital requirements to bank holding companies that are no less stringent than those currently applied to depository institutions. Under these standards, pooled trust preferred securities will be excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010 by a bank holding company with less than $15 billion in assets. Dodd-Frank additionally requires that bank regulators issue countercyclical capital requirements so that the required amount of capital increases in times of economic expansion and decreases in times of economic contraction, consistent with safety and soundness.

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Deposit Insurance. Dodd-Frank permanently increases the maximum deposit insurance amount for banks, savings institutions and credit unions to $250,000 per depositor, and extended unlimited deposit insurance to non-interest bearing transaction accounts through December 31, 2012. Dodd-Frank also broadens the base for FDIC insurance assessments. Assessments will now be based on the average consolidated total assets less tangible equity capital of a financial institution. Dodd-Frank requires the FDIC to increase the reserve ratio of the Deposit Insurance Fund from 1.15% to 1.35% of insured deposits by 2020 and eliminates the requirement that the FDIC pay dividends to insured depository institutions when the reserve ratio exceeds certain thresholds. Dodd-Frank also eliminated the federal statutory prohibition against the payment of interest on business checking accounts.

Corporate Governance. Dodd-Frank requires publicly traded companies to give shareholders a non-binding vote on executive compensation at least every three years, a non-binding vote regarding the frequency of the vote on executive compensation at least every six years, and a non-binding vote on “golden parachute” payments in connection with approvals of mergers and acquisitions unless previously voted on by shareholders. The SEC has finalized the rules implementing these requirements. Additionally, Dodd-Frank directs the federal banking regulators to promulgate rules prohibiting excessive compensation paid to executives of depository institutions and their holding companies with assets in excess of $1.0 billion, regardless of whether the company is publicly traded. Dodd-Frank also gives the SEC authority to prohibit broker discretionary voting on elections of directors and executive compensation matters.

Prohibition Against Charter Conversions of Troubled Institutions. Dodd-Frank prohibits a depository institution from converting from a state to federal charter or vice versa while it is the subject of a cease and desist order or other formal enforcement action or a memorandum of understanding with respect to a significant supervisory matter unless the appropriate federal banking agency gives notice of the conversion to the federal or state authority that issued the enforcement action and that agency does not object within 30 days. The notice must include a plan to address the significant supervisory matter. The converting institution must also file a copy of the conversion application with its current federal regulator which must notify the resulting federal regulator of any ongoing supervisory or investigative proceedings that are likely to result in an enforcement action and provide access to all supervisory and investigative information relating thereto.

Interstate Branching. Dodd-Frank authorizes national and state banks to establish branches in other states to the same extent as a bank chartered by that state would be permitted. Previously, banks could only establish branches in other states if the host state expressly permitted out-of-state banks to establish branches in that state. Accordingly, banks will be able to enter new markets more freely.

Limits on Interstate Acquisitions and Mergers. Dodd-Frank precludes a bank holding company from engaging in an interstate acquisition – the acquisition of a bank outside its home state – unless the bank holding company is both well capitalized and well managed. Furthermore, a bank may not engage in an interstate merger with another bank headquartered in another state unless the surviving institution will be well capitalized and well managed. The previous standard in both cases was adequately capitalized and adequately managed.

Limits on Interchange Fees. Dodd-Frank amends the Electronic Fund Transfer Act to, among other things, give the Federal Reserve the authority to establish rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer. The interchange rules became effective on October 1, 2011.

Consumer Financial Protection Bureau. Dodd-Frank creates a new, independent federal agency called the Consumer Financial Protection Bureau (CFPB), which is granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act and certain other statutes. The CFPB has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets. Smaller institutions are subject to rules promulgated by the CFPB but continue to be examined and supervised by federal banking regulators for consumer compliance purposes. The CFPB has authority to prevent unfair, deceptive or abusive practices in connection with the offering of consumer financial products. Dodd-Frank authorizes the CFPB to establish certain minimum standards for the origination of residential mortgages including a determination of the borrower’s ability to repay. In addition, Dodd-Frank will allow borrowers to raise certain defenses to foreclosure if they receive any loan other than a “qualified mortgage” as defined by the CFPB. Dodd-Frank permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.

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In summary, the Dodd-Frank Act provides for sweeping financial regulatory reform and may have the effect of increasing the cost of doing business, limiting or expanding permissible activities and affect the competitive balance between banks and other financial intermediaries. While many of the provisions of the Dodd-Frank Act do not impact the existing business of the Company, the extension of FDIC insurance to all non-interest bearing deposit accounts and the repeal of prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts, will likely increase deposit funding costs paid by the Company in order to retain and grow deposits. In addition, the limitations imposed on the assessment of interchange fees have reduced the Company’s ability to set revenue pricing on debit and credit card transactions. Many aspects of the Dodd-Frank Act are subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on the Company, its customers or the financial industry as a whole. The Company will continue to monitor legislative developments and assess their potential impact on our business.

Department of Defense Military Lending Rule. In 2015, the U.S. Department of Defense issued a final rule which restricts pricing and terms of certain credit extended to active duty military personnel and their families. This rule, which was implemented effective October 3, 2016, caps the interest rate on certain credit extensions to an annual percentage rate of 36% and restricts other fees. The rule requires financial institutions to verify whether customers are military personnel subject to the rule. The impact of this final rule, and any subsequent amendments thereto, on the Company’s lending activities and the Company’s statements of income or condition has had little or no impact; however, management will continue to monitor the implementation of the rule for any potential side effects on the Company’s business.

Future Federal and State Legislation and Rulemaking

From time-to-time, various types of federal and state legislation have been proposed that could result in additional regulations and restrictions on the business of the Company and the Bank. We cannot predict whether legislation will be adopted, or if adopted, how the new laws would affect our business. As a consequence, we are susceptible to legislation that may increase the cost of doing business. Management believes that the effect of any current legislative proposals on the liquidity, capital resources and the results of operations of the Company and the Bank will be minimal.

It is possible that there will be regulatory proposals which, if implemented, could have a material effect upon our liquidity, capital resources and results of operations. In addition, the general cost of compliance with numerous federal and state laws does have, and in the future may have, a negative impact on our results of operations. As with other banks, the status of the financial services industry can affect the Bank. Consolidations of institutions are expected to continue as the financial services industry seeks greater efficiencies and market share. Bank management believes that such consolidations may enhance the Bank’s competitive position as a community bank.

Future Outlook

The Company is highly impacted by local economic factors that could influence the performance and strength of our loan portfolios and results of operations. Economic uncertainty continues due to fluctuating interest rates and global risks such as war, terrorism and geopolitical instability. Uncertainty surrounding the ~~velocity and~~ timing of rate decreases and the effect on the interest rate margin is the Company’s greatest interest rate risk. Management ~~Earning-asset~~is ~~yields~~encouraged ~~are~~by ~~currently~~early ~~expected~~2026 toperformance, ~~improve~~as ~~approximately~~net 4%income ~~throughout~~through ~~2025~~the ~~primarily~~first ~~due~~two tomonths ~~new~~is ~~loan~~ahead ~~originations~~of budget and ~~redeployment~~loan ofpipelines ~~cashflow~~in toboth ~~better~~the ~~yielding~~market ~~assets~~area north and market area south remain robust. ~~The~~Although ~~cost~~conditions ofmay ~~interest-bearing~~change, ~~liabilities~~management iscurrently ~~expected~~expects earnings to remain ~~flat~~sound ~~due~~through tothe ~~currently~~balance ~~anticipated~~of ~~deposit~~the ~~growth~~year, ~~that~~with ~~would~~deposit ~~not~~gathering ~~necessitate~~remaining ~~the~~a ~~Company's~~key ~~need~~priority to ~~borrow~~fund loan demand. We ~~believe~~intend ~~expanding~~to continuously expand our market area, ~~gives~~ giving us opportunity for profitable growth and we will continue to monitor the economic climate ~~in our region~~, scrutinize growth prospects and proactively observe existing credits for early warning signs of risk deterioration.

In addition to the challenging economic environment, regulatory oversight has changed significantly in recent years. As described in more detail in the “supervision and regulation” section above, the federal banking agencies issued final rules to implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act. The rules revise the quantity and quality of required minimum risk-based and leverage capital requirements and revise the calculation of risk-weighted assets.

Management believes ~~that the Company is prepared to face the~~ ~~currently anticipated uncertain economic and political environments ahead. We believe~~ that our disciplined approach to loan underwriting will help keep non-performing asset levels at bay. The Company expects to ~~cautiously~~pursue ~~grow~~disciplined ~~the~~ balance sheet growth to enhance financial performance. We ~~intend~~plan toon ~~grow~~growing our ~~lending portfolios specifically in~~ commercial and ~~residential sectors~~industrial ~~using~~lending ~~growth~~portfolio inand ~~market-place~~increasing low-cost ~~costing~~ deposits to ~~stabilize~~improve net interest margin and to enhance revenue performance.

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ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by 7A is set forth at Item 7, under “Liquidity” and “Management of interest rate risk and market risk analysis,” contained within management’s discussion and analysis of financial condition and results of operations and incorporated herein by reference.

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ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Fidelity D & D Bancorp, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Fidelity D & D Bancorp, Inc. and subsidiary (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, and the related notes to the consolidated financial statements (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 and our report dated March 13, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Allowance for Credit Losses – Collectively Evaluated Loans

As described in Notes 1 and 5 to the financial statements, the Company has recorded an allowance for credit losses on loans receivable (“ACL”) in the amount of $1920.7 2 million as of December 31, ~~2024~~2025, representing management’s estimate of credit losses over the remaining expected life of the Company’s loan portfolio as of that date.

The Company’s methodology to determine its ACL ~~incorporates~~utilizes ~~the use of~~ third-party software to arrive at an expected life-of-loan loss amount that incorporates either discounted cash flow or weighted average remaining life methodologies for the Company’s various loan segments. Both of these approaches use both industry-based and Company specific loss history and Company specific prepayment rates that are adjusted based on various current and forecasted reasonable and supportable economic factors including, as relevant, home price indices, gross domestic product forecasts and national and local unemployment rates ~~which incorporate reasonable and supportable forecasts~~. The results of these calculations are then qualitatively adjusted by management based on portfolio specific attributes including changes in lending policies and procedures, changes in other economic conditions, changes in the nature and volume of loans, changes in experience of lending personnel, changes in credit quality and loan review results, changes in underlying collateral values, the existence of credit concentrations, and other portfolio relevant information including legal and regulatory changes. We determined that performing procedures relating to these components of the Company’s methodology is a critical audit matter.

The principal considerations for our determination are (i) the application of significant judgment and estimation on the part of management, which in turn led to a high degree of auditor judgment and subjectivity in performing procedures and evaluating audit evidence obtained, and (ii) significant audit effort was necessary in evaluating management’s methodology, significant assumptions and calculations.

How the Critical Audit Matter was addressed in the Audit

Following are some of the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s measurement of the collective ACL, including controls over the:

● ~~Methodologies~~Evaluation of the methodologies used to calculate the ~~estimate~~collective ACL

● ~~External~~Evaluation of the Company's external model ~~validation~~review ● Completeness and accuracy of loan data used in the ~~third-party~~collective ~~model~~ACL ~~for~~calculation ~~appropriateness~~● Evaluation of significant model ~~usage~~assumptions ~~along~~including ~~with~~economic ~~recalculation~~forecasts ofand ~~model~~loss-given ~~results~~default rates

● ~~Completeness~~Evaluation ~~and~~of ~~accuracy~~the ofCompany's ~~loan~~qualitative ~~data~~adjustments to model results

● ~~Evaluation~~Review of ~~model~~service ~~assumptions~~auditor's ~~including~~System ~~economic~~and ~~forecasts~~Organization ~~and~~Controls ~~loss~~Report SOC 1 Type 2 related to the third-~~given~~party ~~default~~model ~~rates~~provider

●Addressing ~~Development~~the above matters involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures also included, among others, management’s review of the service auditor’s SOC 1 Type 2 results, reviewing the Company’s current year external model review, evaluating various significant assumptions used in the calculation, testing management’s process for determining the qualitative ~~adjustments~~reserve component, evaluating the appropriateness of management’s methodology relating to ~~model~~the ~~results~~qualitative reserve component and testing the completeness and accuracy of data utilized by management.

Addressing the above matters involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures also included, among others, reviewing the Company’s model validation ensuring appropriate recalculation of the models used along with management’s review of model validation results, testing various assumptions used in the calculation, testing management’s process for determining the qualitative reserve component, evaluating the appropriateness of management’s methodology relating to the qualitative reserve component and testing the completeness and accuracy of data utilized by management.

/s/ Wolf & Company, P.C.

Boston, Massachusetts

March 13, ~~2025~~2026

We have served as the Company's auditor since 2023.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and ~~the~~ Board of Directors of Fidelity D & D Bancorp, Inc.

Opinion on Internal Control Over Financial Reporting We have audited Fidelity D & D Bancorp, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024 and our report dated March 13, ~~2025~~2026 expressed an unqualified opinion.

Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s ~~Annual~~ Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Wolf & Company, P.C.

Boston, Massachusetts

March 13, ~~2025~~2026

~~We have served as the Company's auditor since 2023.~~ 59

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Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Balance Sheets

	As of December 31,
(dollars in thousands)	December 31, 2025			December 31, 2024
(dollars in thousands)	2024			2023
Assets:
Cash and due from banks	$	2625,~~269~~465		$	2826,~~949~~269
Interest-bearing deposits with financial institutions		57122,~~084~~595			8357,~~000~~084
Total cash and cash equivalents		83148,~~353~~060			~~111~~83,~~949~~353
Available-for-sale securities		331,457			344,040
Available-for-sale securities (amortized cost of $333,012 in 2025; $384,280 in 2024)		296,607			331,457
Held-to-maturity securities (fair value of $194,575 in 2024; $197,176 in 2023)		225,764			224,233
Held-to-maturity securities (fair value of $203,137 in 2025; $194,575 in 2024)		227,339			225,764
Restricted investments in bank stock		34,~~961~~373			3,~~905~~961
Loans and leases, net (allowance for credit losses of $19,666 in 2024; $18,806 in 2023)		1,779,136			1,666,292
Loans and leases, net (allowance for credit losses of $20,168 in 2025; $19,666 in 2024)		1,890,983			1,779,136
Loans held-for-sale (fair value $2,089 in 2024; $1,483 in 2023)		2,054			1,457
Loans held-for-sale (fair value $588 in 2025; $2,089 in 2024)		573			2,054
Foreclosed assets held-for-sale		~~430~~326			1430
Bank premises and equipment, net		3548,~~914~~950			3435,~~232~~914
Leased property under finance leases, net		~~975~~757			~~1,173~~975
Right-of-use assets		89,~~785~~061			78,~~771~~785
Cash surrender value of bank owned life insurance		5859,~~069~~396			5458,~~572~~069
Accrued interest receivable		9,~~632~~673			9,~~092~~632
Goodwill		19,628			19,628
Core deposit intangible, net		~~876~~614			~~1,184~~876
Other assets		2431,~~582~~718			2324,~~630~~582
Total assets	$	2,~~584~~748,~~616~~058		$	2,~~503~~584,~~159~~616
Liabilities:
Deposits:
Interest-bearing	$	1,~~806~~914,~~885~~772		$	1,~~622~~806,~~282~~885
Non-interest-bearing		~~533~~552,~~935~~581			~~536~~533,~~143~~935
Total deposits		2,~~340~~467,~~820~~353			2,~~158~~340,~~425~~820
Allowance for credit losses on off-balance sheet credit exposures		1,~~084~~299			~~944~~1,084
Finance lease obligation		~~1,011~~793			1,~~201~~011
Operating lease liabilities		910,~~714~~059			89,~~549~~714
Short-term borrowings		-20			~~117,000~~-
Secured borrowings		65,~~266~~995			76,~~372~~266
Accrued interest payable and other liabilities		2123,~~752~~679			2021,~~189~~752
Total liabilities		2,~~380~~509,~~647~~198			2,~~313~~380,~~680~~647
Commitments and contingencies (Notes 13 and 17)
Shareholders' equity:
Preferred stock authorized 5,000,000 shares with no par value; none issued		-			-
Capital stock, no par value (10,000,000 shares authorized; shares issued and outstanding; 5,736,252 at December 31, 2024; and 5,703,636 at December 31, 2023)		119,430			117,695
Capital stock, no par value (10,000,000 shares authorized; shares issued and outstanding; 5,771,110 at December 31, 2025; and 5,736,252 at December 31, 2024)		120,749			119,430
Retained earnings		~~140~~158,~~113~~807			~~128~~140,~~251~~113
Accumulated other comprehensive loss		(5540,~~574~~696	)		(5655,~~467~~574	)
Treasury stock, at cost (54 shares at December 31, 2024 and 38 shares at December 31, 2023)		-			-
Treasury stock, at cost (180 shares at December 31, 2025 and 54 shares at December 31, 2024)		-			-
Total shareholders' equity		~~203~~238,~~969~~860			~~189~~203,~~479~~969
Total liabilities and shareholders' equity	$	2,~~584~~748,~~616~~058		$	2,~~503~~584,~~159~~616

See notes to consolidated financial statements

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Consolidated Statements of Income

	Years Ended December 31,
(dollars in thousands except per share data)	~~2024~~2025			~~2023~~2024
Interest income:
Loans and leases:
Taxable	$	8898,~~252~~407		$	7788,~~392~~252
Nontaxable		5,~~017~~445			35,~~237~~017
Interest-bearing deposits with financial institutions		14,~~544~~559			~~456~~1,544
Restricted investments in bank stock		~~322~~329			~~309~~322
Investment securities:
U.S. government agency and corporations		5,~~809~~715			5,~~973~~809
States and political subdivisions (nontaxable)		43,~~308~~729			4,~~690~~308
States and political subdivisions (taxable)		1,~~770~~655			1,~~778~~770
Total interest income		~~107~~119,~~022~~839			93107,~~835~~022
Interest expense:
Deposits		4346,~~165~~800			2843,~~945~~165
Secured borrowings		~~435~~368			~~475~~435
Other short-term borrowings		1,557			2,368
Short-term borrowings		-			1,557
Total interest expense		4547,~~157~~168			3145,~~788~~157
Net interest income		6172,~~865~~671			6261,~~047~~865
Provision for credit losses on loans		1,~~325~~055			1,~~491~~325
Net provision (benefit) for credit losses on unfunded loan commitments		140			(165	)
Provision for credit losses on unfunded loan commitments		215			140
Net interest income after provision for credit losses		6071,~~400~~401			60,~~721~~400
Other income:
Service charges on deposit accounts		34,~~942~~183			3,~~996~~942
Interchange fees		45,~~929~~266			4,~~769~~929
Service charges on loans		1,~~299~~588			1,~~023~~299
Fees from trust fiduciary activities		34,~~638~~148			3,~~003~~638
Fees from financial services		1,~~076~~182			~~941~~1,076
Fees and other revenue		1,~~672~~992			21,~~133~~672
Earnings on bank-owned life insurance		1,~~497~~581			1,~~325~~497
Gain (loss) on write-down, sale or disposal of:
Loans		~~972~~1,513			~~899~~972
Available-for-sale debt securities		-(1,190	)		~~(6,468~~-	)
Premises and equipment		~~(12~~296	)		(~~216~~12	)
Total other income		1920,~~013~~559			1119,~~405~~013
Other expenses:
Salaries and employee benefits		2830,~~843~~842			2528,~~642~~843
Premises and equipment		89,~~781~~787			8,~~787~~781
Data processing and communication		2,~~873~~973			2,~~776~~873
Advertising and marketing		23,~~881~~311			32,~~171~~881
Professional services		4,~~393~~037			34,~~822~~393
Automated transaction processing		1,~~849~~905			1,~~758~~849
Office supplies and postage		~~732~~744			~~716~~732
PA shares tax		443			126
PA shares tax expense		333			443
Loan collection		~~102~~124			85102
Other real estate owned		(9	)		4
Other real estate owned, net		(37	)		(9	)
FDIC assessment		1,~~229~~237			1,~~124~~229
Other		3,~~424~~561			3,~~859~~424
Total other expenses		5558,~~541~~817			5155,~~870~~541
Income before income taxes		2333,~~872~~143			2023,~~256~~872
Provision for income taxes		34,~~078~~945			23,~~046~~078
Net income	$	2028,~~794~~198		$	1820,~~210~~794
Per share data:
Net income - basic	$	34.6389		$	3.2163
Net income - diluted	$	34.6086		$	3.1960
Dividends	$	1.5463		$	1.4654

See notes to consolidated financial statements

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Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Comprehensive Income
	Years Ended December 31,
	Years ended December 31,
(dollars in thousands)	~~2024~~2025			~~2023~~2024
Net income	$	2028,~~794~~198		$	1820,~~210~~794
Other comprehensive (loss) income, before tax:
Other comprehensive income (loss), before tax:
Unrealized holding (loss) gain on available-for-sale debt securities		(1,228	)		9,816
Unrealized holding gain (loss) on available-for-sale debt securities		15,228			(1,228	)
Reclassification adjustment for net losses realized in income		-1,190			~~6,468~~-
Amortization of unrealized loss on held-to-maturity securities		2,~~359~~413			2,~~305~~359
Net unrealized gain		118,~~131~~831			181,~~589~~131
Tax effect		(~~238~~3,953	)		(~~3,904~~238	)
Unrealized gain, net of tax		~~893~~14,878			~~14,685~~893
Other comprehensive income, net of tax		~~893~~14,878			~~14,685~~893
Total comprehensive income, net of tax	$	2143,~~687~~076		$	3221,~~895~~687

See notes to consolidated financial statements

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Fidelity D & D Bancorp, Inc. and Subsidiary
Consolidated Statements of Changes in Shareholders' Equity

For the years ended December 31, 2024 and 2023

For the years ended December 31, 2025 and 2024
										Accumulated
										other
	Capital stock						Retained			comprehensive			Treasury
(dollars in thousands)	Shares			Amount			earnings			income (loss)			Stock			Total
Balance, December 31, 2023		5,703,636		$	117,695		$	128,251		$	(56,467	)	$	-		$	189,479
Net income		-			-			20,794			-			-			20,794
Other comprehensive income		-			-			-			893			-			893
Issuance of common stock through Employee Stock Purchase Plan		6,764			280			-			-			-			280
Re-issuance of common stock through Dividend Reinvestment Plan		1,645			4			-			-			79			83
Forfeited restricted dividend reinvestment shares		(55	)		-			-			-			-			-
Issuance of common stock from vested restricted share grants through stock compensation plans		25,868			-			-			-			-			-
Stock-based compensation expense		-			1,451			-			-			-			1,451
Repurchase of shares to cover withholdings		(1,606	)		-			-			-			(79	)		(79	)
Cash dividends declared		-			-			(8,932	)		-			-			(8,932	)
Balance, December 31, 2024		5,736,252		$	119,430		$	140,113		$	(55,574	)	$	-		$	203,969
Net income		-			-			28,198			-			-			28,198
Other comprehensive income		-			-			-			14,878			-			14,878
Issuance of common stock through Employee Stock Purchase Plan		5,406			248			-			-			-			248
Re-issuance of common stock through Dividend Reinvestment Plan		2,285			13			-			-			87			100
Issuance of common stock through exercise of SSARs		1,719			-			-			-			-			-
Forfeited restricted dividend reinvestment shares		(443	)		-			-			-			-			-
Issuance of common stock from vested restricted share grants through stock compensation plans		27,859			-			-			-			-			-
Stock-based compensation expense		-			1,092			-			-			-			1,092
Repurchase of shares to cover withholdings		(1,968	)		(34	)		-			-			(87	)		(121	)
Cash dividends declared		-			-			(9,504	)		-			-			(9,504	)
Balance, December 31, 2025		5,771,110		$	120,749		$	158,807		$	(40,696	)	$	-		$	238,860

										Accumulated
										other
	Capital stock						Retained			comprehensive			Treasury
(dollars in thousands)	Shares			Amount			earnings			income (loss)			Stock			Total
Balance, December 31, 2022		5,630,794		$	115,611		$	119,754		$	(71,152	)	$	(1,263	)	$	162,950
Cumulative-effect adjustment for adoption of ASU 2016-13		-			-			(1,326	)		-			-			(1,326	)
Net income		-			-			18,210			-			-			18,210
Other comprehensive income		-			-			-			14,685			-			14,685
Issuance of common stock through Employee Stock Purchase Plan		7,294			302			-			-			-			302
Re-issuance of common stock through Dividend Reinvestment Plan		34,054			305			-			-			1,331			1,636
Forfeited restricted dividend reinvestment shares		(43	)		-			-			-			-			-
Issuance of common stock from vested restricted share grants through stock compensation plans		24,481			-			-			-			-			-
Issuance of common stock through exercise of SSARs		8,442			-			-			-			-			-
Stock-based compensation expense		-			1,648			-			-			-			1,648
Repurchase of shares to cover withholdings		(1,386	)		(171	)		-			-			(68	)		(239	)
Cash dividends declared		-			-			(8,387	)		-			-			(8,387	)
Balance, December 31, 2023		5,703,636		$	117,695		$	128,251		$	(56,467	)	$	-		$	189,479
Net income		-			-			20,794			-			-			20,794
Other comprehensive income		-			-			-			893			-			893
Issuance of common stock through Employee Stock Purchase Plan		6,764			280			-			-			-			280
Re-issuance of common stock through Dividend Reinvestment Plan		1,645			4			-			-			79			83
Forfeited restricted dividend reinvestment shares		(55	)		-			-			-			-			-
Issuance of common stock from vested restricted share grants through stock compensation plans		25,868			-			-			-			-			-
Stock-based compensation expense		-			1,451			-			-			-			1,451
Repurchase of shares to cover withholdings		(1,606	)		-			-			-			(79	)		(79	)
Cash dividends declared		-			-			(8,932	)		-			-			(8,932	)
Balance, December 31, 2024		5,736,252		$	119,430		$	140,113		$	(55,574	)	$	-		$	203,969

See notes to consolidated financial statements

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Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows

	Years Ended December 31,
	Years ended December 31,
(dollars in thousands)	~~2024~~2025			~~2023~~2024
Cash flows from operating activities:
Net income	$	2028,~~794~~198		$	1820,~~210~~794
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion		5,~~668~~495			5,~~703~~668
Provision for credit losses on loans		1,~~325~~055			1,~~491~~325
Net provision (benefit) for credit losses on unfunded loan commitments		140			(165	)
Provision for credit losses on unfunded loan commitments		215			140
Deferred income tax benefit		(1,~~173~~499	)		(~~593~~1,173	)
Stock-based compensation expense		1,~~451~~092			1,~~648~~451
Excess tax benefit from exercise of SSARs		-21			~~104~~-
Proceeds from sale of loans held-for-sale		5967,~~597~~948			5259,~~281~~597
Originations of loans held-for-sale		(58,~~547~~326	)		(5358,~~775~~547	)
Earnings from bank-owned life insurance		(1,~~497~~581	)		(1,~~325~~497	)
Gain from bank-owned life insurance claim		-(166	)		~~(142~~-	)
Net gain from sales of loans		(~~972~~1,513	)		(~~899~~972	)
Net loss from sales of investment securities		-1,190			~~6,468~~-
Net gain from sale and write-down of foreclosed assets held-for-sale		(1369	)		(213	)
Net loss from write-down and disposal of bank premises and equipment		12			216
Net (gain) loss from write-down and disposal of bank premises and equipment		(296	)		12
Operating lease payments		5969			6459
Change in:
Accrued interest receivable		(~~540~~41	)		(~~604~~540	)
Other assets		~~550~~(1,512	)		~~420~~550
Accrued interest payable and other liabilities		2,~~709~~080			~~592~~2,709
Net cash provided by operating activities		2942,~~563~~360			29,~~692~~563
Cash flows from investing activities:
Available-for-sale securities:
Proceeds from sales		-44,535			~~60,338~~-
Proceeds from maturities, calls and principal pay-downs		2228,~~786~~021			2422,~~973~~786
Purchases		(1525,~~389~~138	)		-(15,389	)
(Increase) decrease in restricted investments in bank stock		(56	)		1,363
Increase in restricted investments in bank stock		(412	)		(56	)
Net increase in loans and leases		(~~118~~122,~~987~~497	)		(~~122~~118,~~032~~987	)
Principal portion of lease payments received under direct finance leases		43,~~447~~319			54,~~260~~447
Purchase of bank-owned life insurance policies		~~(2,000~~-	)		-(2,000	)
Purchases of bank premises and equipment		(417,~~663~~535	)		(64,~~954~~663	)
Proceeds from death benefits received on bank-owned life insurance		-			931
Purchases of tax credits		(7,211	)		-
Proceeds from sale of bank premises and equipment		20			844
Proceeds from death benefits received on bank-owned life insurance		419			-
Proceeds from sale of foreclosed assets held-for-sale		254			2
Proceeds from sale of bank premises and equipment		623			20
Net cash used in investing activities		(113,588	)		(35,275	)
Proceeds from sale of foreclosed assets held-for-sale		623			254
Net cash used in investing activities		(95,253	)		(113,588	)
Cash flows from financing activities:
Net increase (decrease) in deposits		182,397			(8,461	)
Net increase in deposits		127,342			182,397
Net (decrease) increase in borrowings		(118,101	)		103,818
Net decrease in borrowings		(247	)		(118,101	)
Repayment of finance lease obligation		(~~219~~218	)		(~~229~~219	)
Proceeds from employee stock purchase plan participants		~~280~~248			~~302~~280
Repurchase of shares to cover withholdings		(79121	)		(~~239~~79	)
Dividends paid, net of dividends reinvested		(89,~~849~~404	)		(68,~~750~~849	)
Net cash provided by financing activities		55117,~~429~~600			8855,~~441~~429
Net increase (decrease) in cash and cash equivalents		~~(28~~64,~~596~~707	)		82(28,~~858~~596	)
Cash and cash equivalents, beginning		~~111~~83,~~949~~353			29111,~~091~~949
Cash and cash equivalents, ending	$	83148,~~353~~060		$	~~111~~83,~~949~~353

See notes to consolidated financial statements

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Fidelity D & D Bancorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows (continued)

	Years Ended December 31,
	Years ended December 31,
(dollars in thousands)	~~2024~~2025			~~2023~~2024
Supplemental Disclosures of Cash Flow Information
Cash payments for:
Interest	$	4346,~~211~~449		$	2943,~~194~~211
Income tax
Federal taxes		4,~~350~~515			24,~~550~~350
State taxes		6675			4066
Supplemental Disclosures of Non-cash Investing Activities:
Net change in unrealized losses on available-for-sale securities		(115,228	)		16(1,~~284~~228	)
Cumulative-effect adjustment for adoption of ASU 2016-13		-			(1,326	)
Amortization of unrealized losses on securities transferred from available-for-sale to held-to-maturity		2,413			2,359
Amortization of unrealized losses on securities transferred from available-for-sale to held-to-maturity		2,359			2,305
Transfers from loans to foreclosed assets held-for-sale		449			669
Transfers from/(to) loans to/(from) foreclosed assets held-for-sale		669			(168	)
Transfers from loans to loans held-for-sale, net		5,908			855
Transfers from/(to) loans to/(from) loans held-for-sale, net		855			(1,967	)
Transfers from premises and equipment to other assets held-for-sale		1,359			268
Transfers from premises and equipment to other assets held-for-sale		268			-
Net change in right-of-use asset		601			1,420
Right-of-use asset		1,420			(81	)
Net change in lease liability		601			1,512
Lease liability		1,512			(81	)

See notes to consolidated financial statements

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FIDELITY D & D BANCORP, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of Fidelity D & D Bancorp, Inc. and its wholly-owned subsidiary, The Fidelity Deposit and Discount Bank (the Bank) (collectively, the Company). All significant inter-company balances and transactions have been eliminated in consolidation.

NATURE OF OPERATIONS

The Company provides a full range of banking, trust and financial services to individuals, small businesses and corporate customers. Its primary market areas are Lackawanna, Luzerne and Northampton Counties, Pennsylvania. The Company's primary deposit products are demand deposits and interest-bearing time, money market and savings accounts. It offers a full array of loan products to meet the needs of retail and commercial customers. The Company is subject to regulation by the Federal Deposit Insurance Corporation (FDIC) and the Pennsylvania Department of Banking.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for credit losses on loans, the valuation of investment securities, the determination and the amount of impairment in the securities portfolios, and the related realization of the deferred tax assets related to the allowance for credit losses on loans, credit losses on and valuations of investment securities.

In connection with the determination of the allowance for credit losses on loans, management generally obtains independent appraisals for individually evaluated loans, along with discounted cash flow and weighted average remaining maturity models adjusted for qualitative factors for collectively evaluated loans. While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in economic conditions and reasonable and supportable forecasts. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near-term. However, the amount of the change that is reasonably possible cannot be estimated.

The Company’s investment securities are comprised of a variety of financial instruments. The fair values of the securities are subject to various risks including changes in the interest rate environment and general economic conditions including illiquid conditions in the capital markets. Due to the increased level of these risks and their potential impact on the fair values of the securities, it is possible that the amounts reported in the accompanying financial statements could materially change in the near-term. If credit losses exist, a contra-asset is recorded on the consolidated balance sheet, limited by the amount that fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income, net of tax.

RECLASSIFICATION

Certain amounts in the prior year consolidated financial statements have been reclassified to conform to current year presentation.

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SIGNIFICANT GROUP CONCENTRATION OF CREDIT RISK

The Company originates commercial, consumer, and mortgage loans to customers primarily located in Lackawanna, Luzerne and Northampton Counties of Pennsylvania. Although the Company has a diversified loan portfolio, a substantial portion of its debtors’ ability to honor their contracts is dependent on the economic sector in which the Company operates. The loan portfolio does not have any significant concentrations from one industry or customer.

HELD-TO-MATURITY SECURITIES

Debt securities, for which the Company has the positive intent and ability to hold to maturity, are reported at amortized cost. Premiums and discounts are amortized or accreted, as a component of interest income over the life of the related security (or earlier call date for premiums) as an adjustment to yield using the interest method. ~~The Company had held-to-maturity securities with balances of $225.8 million and $224.2 million at December 31, 2024 and 2023, respectively.~~

TRADING SECURITIES

Debt securities held principally for resale in the near-term, or trading securities, are recorded at their fair values. Unrealized gains and losses are included in other income. The Company did not have investment securities held for trading purposes during ~~2024~~2025 or ~~2023~~2024.

AVAILABLE-FOR-SALE SECURITIES

Available-for-sale (AFS) securities consist of debt securities classified as neither held-to-maturity nor trading and are reported at fair value. Premiums and discounts are amortized or accreted as a component of interest income over the life of the related security (or earlier call date for premiums) as an adjustment to yield using the interest method. Unrealized holding gains and losses on AFS securities are reported as a separate component of shareholders’ equity, net of deferred income taxes, until realized. The net unrealized holding gains and losses are a component of accumulated other comprehensive income. Gains and losses from sales of securities AFS are determined using the specific identification method.

FEDERAL HOME LOAN BANK STOCK

The Company is a member of the Federal Home Loan Bank system, and as such is required to maintain an investment in capital stock of the Federal Home Loan Bank of Pittsburgh (FHLB). The amount the Company is required to invest is dependent upon the relative size of outstanding borrowings the Company has with the FHLB. Based on redemption provisions of the FHLB, the stock has no quoted market value and is carried at cost.

LOANS

Originated loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at face value, net of unamortized loan fees and costs and the allowance for credit losses. Interest on residential real estate loans is recorded based on principal pay downs on an actual days basis. Commercial loan interest is accrued on the principal balance on an actual days basis. Interest on consumer loans is determined using the simple interest method.

Acquired loans classified as Purchase Credit Impaired (PCI) loans prior to the effective date of Accounting Standard Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326) Measurement of Credit Losses on Financial Instruments (CECL), which was adopted by the Company on January 1, 2023, were classified as Purchase Credit Deteriorated (PCD) loans as of the effective date. For all loans designated as PCD loans as of the effective date, the Company was required to gross up the balance sheet amount of the financial asset by the amount of its allowance for expected credit losses as of the effective date. Subsequent changes in the allowances for credit losses on PCD loans will be recognized by charges or credits to earnings. The Company will continue to accrete the noncredit discount or premium to interest income based on the effective interest rate on the PCD loans determined after the gross-up for the CECL allowance at adoption.

CECL introduced the concept of PCD financial loans, which replaces PCI loans under previous U.S. GAAP. For PCD loans, the new accounting standard requires institutions to estimate and record an allowance for credit losses for these loans at the time of purchase. This allowance is then added to the purchase price to establish the initial amortized cost basis of the PCD loans, rather than being reported as a credit loss expense. In contrast, for purchased loans within the scope of CECL that are not PCD loans, an institution is required to measure expected credit losses by a charge to the provision for credit losses (expense) in the period the non-PCD loans are acquired.

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In addition, the definition of PCD loans is broader than the definition of PCI loans in previous accounting standards. CECL defines "purchased financial assets with credit deterioration" as "acquired individual financial assets (or acquired groups of financial assets with similar risk characteristics) that, as of the date of acquisition, have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by an acquirer's assessment.”

Generally, loans are placed on non-accrual status when principal or interest is past due 90 days or more. When a loan is placed on non-accrual status, all interest previously accrued but not collected is charged against current earnings. Any payments received on non-accrual loans are applied, first to the outstanding loan amounts, then to the recovery of any charged-off loan amounts. Any excess is treated as a recovery of lost interest.

MORTGAGE BANKING OPERATIONS AND MORTGAGE SERVICING RIGHTS

The Company sells one-to-four family residential mortgage loans on a servicing retained basis. On a loan sold where servicing was retained, the Company determines at the time of sale the value of the retained servicing rights, which represents the present value of the differential between the contractual servicing fee and adequate compensation, defined as the fee a sub-servicer would require to assume the role of servicer, after considering the estimated effects of prepayments. If material, a portion of the gain on the sale of the loan is recognized due to the value of the servicing rights, and a mortgage servicing asset is recorded.

Commitments to sell one-to-four family residential mortgage loans are made primarily during the period between the intent to proceed and the closing of the mortgage loan. The timing of making these sale commitments is dependent upon the timing of the borrower’s election to lock-in the mortgage interest rate and fees prior to loan closing. Most of these sales commitments are made on a best-efforts basis whereby the Company is only obligated to sell the mortgage if the mortgage loan is approved and closed by the Company. Commitments to fund mortgage loans (rate lock commitments) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as free standing derivatives. Fair values of these derivatives are estimated based on changes in mortgage interest rates from the date the interest rate on the loan is locked. The Company enters into forward commitments for the future delivery of mortgage loans when interest rate locks are entered into, in order to hedge the change in interest rates resulting from its commitments to fund the loans. Changes in the fair values of these derivatives are included in gains or losses on sales of loans. The fair value of these derivative instruments was not significant at December 31, ~~2024~~2025 and ~~2023~~2024.

For sales of mortgage loans originated by the Company, a portion of the cost of originating the loan is allocated to the servicing retained right based on fair value. Servicing assets are reported in other assets and amortized in proportion to and over the period during which estimated servicing income will be received. Servicing loans for others consists of collecting mortgage payments, maintaining escrow accounts, disbursing payments to investors, and processing foreclosures. Loan servicing income is recorded when earned and represents servicing fees from investors and certain charges collected from borrowers, such as late payment fees. The Company has fiduciary responsibility for related escrow and custodial funds.

DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments are recognized as assets and liabilities on the consolidated balance sheets, measured at fair value and recorded in other assets and accrued interest payable and other liabilities.

Interest Rate Swap Agreements

For asset/liability management purposes, the Company uses interest rate swap agreements to manage risk to the Company associated with interest rate movements. Interest rate swaps are contracts in which a series of interest rate flows are exchanged over a prescribed period. The notional amount on which the interest payments are based is not exchanged. These swap agreements are derivative instruments and generally convert a portion of the Company’s fixed rate investment securities to an adjustable rate (fair value hedge) and convert a portion of customers' variable rate loans to fixed rate (no hedge designation).

The gain or loss on a derivative designated and qualifying as a fair value hedging instrument, as well as the offsetting gain or loss on the hedged item attributable to the risk being hedged, is recognized currently in earnings in the same accounting period.

Interest rate derivative financial instruments receive hedge accounting treatment only if they are designated as a hedge and are expected to be, and are, effective in substantially reducing interest rate risk arising from the assets and liabilities identified as exposing the Company to risk. Such derivatives are recorded as assets or liabilities at fair value with changes in fair value recorded in other comprehensive income, net of tax. Derivative financial instruments that do not meet specified hedging criteria would be recorded at fair value with changes in fair value charged to earnings.

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Cash flows resulting from the derivative financial instruments that are accounted for as hedges are classified in the cash flow statement in the same category as the cash flows of the items being hedged.

LOANS HELD-FOR-SALE

Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses are recognized through a valuation allowance by charges to income. Unrealized gains are recognized but only to the extent of previous write-downs.

AUTOMOBILE LEASING

Financing of automobiles, provided to customers under lease arrangements of varying terms obtained via an indirect arrangement primarily through a single dealer on a full recourse basis, are accounted for as direct finance leases. Interest on automobile direct finance leasing is determined using the interest method. Generally, the interest method is used to arrive at a level effective yield over the life of the lease. The lease residual and the lease receivable, net of unearned lease income, are recorded within loans and leases on the balance sheet.

ALLOWANCE FOR CREDIT LOSSES

Allowance for Credit Losses on Loans

Management continually evaluates the credit quality of the Company’s loan portfolio and performs a formal review of the adequacy of the allowance for credit losses (ACL) on a quarterly basis. The allowance reflects management’s best estimate of the amount of credit losses in the loan portfolio. When estimating the net amount expected to be collected, management considers the effects of past events, current conditions, and reasonable and supportable forecasts of the collectability of the Company’s financial assets. Those estimates may be susceptible to significant change. Credit losses are charged directly against the allowance when loans are deemed to be uncollectible. Recoveries from previously charged-off loans are added to the allowance when received.

The methodology to analyze the adequacy of the ACL is based on seven primary components:

● Data: The quality of the Company’s data is critically important as a foundation on which the ACL estimate is generated. For its estimate, the Company uses both internal and external data with a preference toward internal data where possible. Data is complete, accurate, and relevant, and subjected to appropriate governance and controls. ● Segmentation: Financial assets are segmented based on similar risk characteristics. ● Contractual term of financial assets: The contractual term of financial assets is a significant driver of ACL estimates. Financial assets or pools of financial assets with shorter contractual maturities typically result in a lower reserve than those with longer contractual maturities. As the average life of a financial asset or pool of assets increases, there generally is a corresponding increase to the ACL estimate because the likelihood of default is considered over a longer time frame. As such, pool-based assumptions for a pool’s contractual term (i.e., average life) are based on the contractual maturity of the financial assets within the pool and adjusted in accordance with GAAP, if appropriate. ● Credit loss measurement method: Multiple measurement methods for estimating ACLs are allowable per Accounting Standards Codification (ASC) Topic 326. The Company applies different estimation methods to different groups of financial assets. The discounted cash flow method is used for the Commercial & Industrial, Commercial Real Estate Non-Owner Occupied, Commercial Real Estate Owner Occupied, Commercial Construction, Home Equity Installment Loan, Home Equity Line of Credit, Residential Real Estate, and Residential Construction pools. The weighted average remaining maturity (WARM) method is used for the Municipal, Non-Recourse Auto, Recourse Auto, Direct Finance Lease, and Consumer Other pools. ● Reasonable and supportable forecasts: ASC Topic 326 requires Management to consider reasonable and supportable forecasts that affect expected collectability of financial assets. As such, the Company’s forecasts incorporate anticipated changes in the economic environment that may affect credit loss estimates over a time horizon when Management can reasonably support and document expectations. Forward-looking information may reflect positive or negative expectations relative to the current environment. As of the reporting date, management is using the median Federal Open Market Committee (FOMC) National Gross Domestic Product (GDP) and Unemployment Rate forecasts as well as the Federal Housing Finance Agency (FHFA) House Price Index (HPI) for its reasonable and supportable forecasts. The Company currently uses a 12 month (4 quarter) reasonable and supportable forecast period.

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	●	Reversion period: ASC Topic 326 does not require Management to estimate a reasonable and supportable forecast for the entire contractual life of financial assets. Management may apply reversion techniques for the contractual life remaining after considering the reasonable and supportable forecast period, which allows Management to apply a historical loss rate to latter periods of the financial asset’s life. The Company currently uses a 12 month (4 quarter) straight-line reversion period.
	●	Qualitative factor adjustments: The Company’s ACL estimate considers all significant factors relevant to the expected collectability of its financial assets as of the reporting date; Qualitative factors reflect the impact of conditions not captured elsewhere, such as the historical loss data or within the economic forecast. The qualitative considerations can be captured directly within measurement models or as additional components in the overall ACL methodologies. Currently, the Company uses the following qualitative factors:

	o	levels of and trends in delinquencies and non-accrual loans;
	o	levels of and trends in charge-offs and recoveries;
	o	trends in volume and terms of loans;
	o	changes in risk selection and underwriting standards;
	o	changes in lending policies and legal and regulatory requirements;
	o	experience, ability and depth of lending management;
	o	national and local economic trends and conditions;
	o	changes in credit concentrations; and
	o	changes in underlying collateral.

Assets are evaluated on a collective (or pool) basis or individually, as applicable consistent with ASC Topic 326. In accordance with ASC Topic 326, the Company will evaluate individual instruments for expected credit losses when those instruments do not share similar risk characteristics with instruments evaluated using a collective (pooled) basis. In contrast to legacy accounting standards, this criterion is broader than the “impairment” concept as management may evaluate assets individually even when no specific expectation of collectability is in place. Instruments will not be included in both collective and individual analysis. Individual analysis will establish a specific reserve for instruments in scope.

For individually evaluated assets, an ACL is determined separately for each financial asset based on an appropriate method per ASC Subtopic 326-20. As of the reporting date, the Company is using the collateral and cash flow methods.

ASC Topic 326 defines a collateral-dependent asset as a financial asset for which the repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower, based on Management’s assessment, is experiencing financial difficulty. The ACL for a collateral-dependent loan is measured using the fair value of collateral, regardless of whether foreclosure is probable. The fair value of collateral must be adjusted for estimated costs to sell if repayment or satisfaction of the asset depends on the sale of the collateral. If repayment is dependent only on the operation of the collateral, and not on the sale of the collateral, the fair value of the collateral would not be adjusted for estimated costs to sell. If the fair value of the collateral, adjusted for costs to sell if applicable, is less than the amortized cost basis of the collateral-dependent asset, the difference is recorded as an ACL.

The Company’s policy is to charge-off unsecured consumer loans when they become 90 days or more past due as to principal and interest. In the other portfolio segments, amounts are charged-off at the point in time when the Company deems the balance, or a portion thereof, to be uncollectible.

If the individually evaluated asset is determined to not be collateral dependent, the ACL is measured based on the expected cash flows. This measurement is based on the amount and timing of cash flows; the effective interest rate (EIR) is used to discount the cash flows; and the basis for the determination of cash flows, including consideration of past events, current conditions, and reasonable and supportable forecasts about the future. These cash flows are discounted back by the EIR and compared to the amortized cost basis of the asset. If the present value of cash flows is less than the amortized cost, an ACL is recorded. When the present value of cash flows is equal to or greater than the amortized cost, no ACL is recorded.

An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies.

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The risk characteristics of each of the identified portfolio segments are as follows:

Commercial and industrial loans (C&I): C&I loans are primarily based on the identified historic and/or the projected cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of the borrower, however, do fluctuate based on changes in the Company’s internal and external environment including management, human and capital resources, economic conditions, competition and regulation. Most C&I loans are secured by business assets being financed such as equipment, accounts receivable, and/or inventory and generally incorporate a secured or unsecured personal guarantee. Unsecured loans may be made on a short-term basis. Loans to municipal borrowers, which carry the full faith and credit of each respective local government unit consistent with the PA Local Government Unit Debt Act (LGUDA) as well as loans to municipal authorities are included in C&I loans. The ability of the borrower to collect amounts due from its customers and perform under the terms of its loan may be affected by its customers’ economic and financial condition.

Commercial real estate loans (CRE): Commercial real estate loans are made to finance the purchase of real estate, refinance existing obligations and/or to provide capital. These commercial real estate loans are generally secured by first lien security interests in the real estate as well as assignment of leases and rents. The real estate may include apartments, hotels, retail stores or plazas and healthcare facilities whether they are owner or non-owner occupied. These loans are typically originated in amounts of no more than 80% of the appraised value of the property. The ability of the borrower to collect amounts due from its customers and perform under the terms of its loan may be affected by its customers’ or lessees' customers’ economic and financial condition.

Consumer loans: The Company offers home equity installment loans and lines of credit. Risks associated with loans secured by residential properties are generally lower than commercial real estate loans and include general economic risks, such as the strength of the job market, employment stability and the strength of the housing market. Since most loans are secured by a primary or secondary residence or an automobile, the borrower’s continued employment is considered the greatest risk to repayment. The Company also offers a variety of loans to individuals for personal and household purposes. These loans are generally considered to have greater risk than mortgages on real estate because they may be unsecured, or if they are secured, the value of the collateral may be difficult to assess and more likely to decrease in value than real estate.

Residential mortgage loans: Residential mortgages are secured by a first lien position of the borrower’s residential real estate. These loans have varying loan rates depending on the financial condition of the borrower and the loan to value ratio. Since most loans are secured by a primary or secondary residence, the borrower’s continued employment is considered the greatest risk to repayment. Residential mortgages have terms up to thirty years with amortizations varying from 10 to 30 years. The majority of the loans are underwritten according to FNMA and/or FHLB standards.

Allowance for Credit Losses on Off-Balance Sheet Credit Exposures

In accordance with ASC Topic 326, the Company estimates expected credit losses for off-balance-sheet credit exposures over the contractual period during which the Company is exposed to credit risk. The estimate of expected credit losses takes into consideration the likelihood that funding will occur (i.e., funding rate) as well as the amount expected to be collected over the estimated remaining contractual term of the off-balance-sheet credit exposures (i.e., loss rate). The Company does not record an estimate of expected credit losses for off-balance-sheet exposures that are unconditionally cancellable. On a quarterly basis, management evaluates expected credit losses for off-balance-sheet credit exposures. The Company's allowance for credit losses on unfunded commitments is recognized as a liability on the consolidated balance sheets, with adjustments to the reserve recognized in the provision for credit losses on unfunded commitments on the consolidated statements of income.

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TRANSFER OF FINANCIAL ASSETS

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. The Company accounts for certain participation interests in commercial loans receivable (loan participation agreements) sold as a sale of financial assets pursuant to ASC 860, Transfers and Servicing. Loan participation agreements that meet the sale criteria under ASC 860 are derecognized from the Consolidated Balance Sheets at the time of transfer. If the transfer of loans does not meet the sale criteria or participating interest criteria under ASC 860, the transfer is accounted for as a secured borrowing and the loan is not de-recognized and a participating liability is recorded in the Consolidated Balance Sheets.

LOAN FEES AND COSTS

Nonrefundable loan origination fees and certain direct loan origination costs are recognized as a component of interest income over the life of the related loans as an adjustment to yield. The unamortized balance of the deferred fees and costs are included as components of the loan balances to which they relate.

ACCRUED INTEREST RECEIVABLE

The Company elected not to measure an allowance for credit losses for accrued interest receivable and instead elected to reverse interest income on loans or securities that are placed on nonaccrual status, which is generally when the instrument is 90 days past due, or earlier if the Company believes the collections of interest is doubtful. The Company has concluded that this policy results in the timely reversal of uncollectible interest.

Accrued interest receivable is presented separately on the consolidated balance sheets.

BANK PREMISES AND EQUIPMENT

Land is carried at cost. Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the term of the lease or the estimated useful lives of the improved property. The Company leases several branches which are classified as operating leases. The Company also leases ~~two~~ one stand-alone ATMs which ~~are~~is classified as an operating ~~leases~~ lease and a building and equipment classified as finance leases. In most circumstances, management expects that in the normal course of business, leases will be renewed or replaced by other leases. Rent expense is recognized on the straight-line method over the term of the lease.

BANK OWNED LIFE INSURANCE

The Company maintains bank owned life insurance (BOLI) for a selected group of employees, namely its officers where the Company is the owner and sole beneficiary of the policies. The earnings from the BOLI, and death benefit proceeds in excess of cash surrender value, are recognized as a component of other income in the consolidated statements of income. The BOLI is an asset that can be liquidated, if necessary, with tax consequences. However, the Company intends to hold these policies and, accordingly, the Company has not provided for deferred income taxes on the earnings from the increase in the cash surrender value.

EMPLOYEE BENEFITS

The Company holds separate supplemental executive retirement (SERP) agreements for certain officers and an amount is credited to each participant’s SERP account monthly while they are actively employed by the bank until retirement. A deferred tax asset is provided for the non-deductible SERP expense. The Company also entered into separate split dollar life insurance arrangements with ~~four~~three executives providing post-retirement benefits and accrues monthly expense for this benefit. Monthly expenses for the SERP and post-retirement split dollar life benefit are recorded as components of salaries and employee benefit expense on the consolidated statements of income.

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FORECLOSED ASSETS HELD-FOR-SALE

Foreclosed assets held-for-sale are carried at the lower of cost or fair value less cost to sell. Foreclosed assets held-for-sale is primarily other real estate owned, but also includes other repossessed assets. Losses from the acquisition of property in full and partial satisfaction of debt are treated as credit losses. Routine holding costs, gains and losses from sales, write-downs for subsequent declines in value and any rental income received are recognized net, as a component of other real estate owned expense in the consolidated statements of income. Gains or losses are recorded when the properties are sold.

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets, including bank premises and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If impairment is indicated by that review, the asset is written down to its estimated fair value through a charge to non-interest expense.

GOODWILL AND INTANGIBLE ASSETS

Goodwill is recorded on the consolidated balance sheets as the excess of liabilities assumed over identifiable assets acquired on the acquisition date. Goodwill is recorded at its net carrying value. The goodwill is not deductible for tax purposes.

Goodwill is reviewed for impairment annually as of November 30 and between annual tests when events and circumstances indicate that impairment may have occurred. Goodwill impairment exists when the carrying amount of a reporting unit exceeds its fair value. A qualitative test can be performed to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount, including goodwill. In this qualitative assessment, the Company evaluates events and circumstances which include general banking industry conditions and trends, the overall financial performance of the Company, the performance of the Company’s common stock and key financial performance metrics of the Company. If the qualitative review indicates that it is not more likely than not that the carrying value exceeds its fair value, no further evaluation needs to be performed. If the results of the qualitative review indicate it is more likely than not that the fair value is less than the carrying value, then the Company performs a quantitative impairment test. During ~~2024~~2025, the Company determined it is ~~not~~ more likely than not that the fair value exceeds its carrying value therefore no quantitative analysis was necessary.

Other acquired intangible assets that have finite lives, such as core deposit intangibles, are amortized over their estimated useful lives and subject to periodic impairment testing.

STOCK PLANS

The Company accounts for stock-based compensation plans under the recognition and measurement accounting principles, which requires the cost of share-based payment transactions be recognized in the financial statements. The stock-based compensation accounting guidance requires that compensation cost for stock awards be calculated and recognized over the employees’ service period, generally defined as the vesting period. Compensation cost is recognized on a straight-line basis over the requisite service period. When granting stock-settled stock appreciation rights (SSARs), the Company uses Black-Scholes-Merton valuation model to determine fair value on the date of grant.

TRUST AND FINANCIAL SERVICE FEES

Trust and financial service fees are recorded on the cash basis, which is not materially different from the accrual basis.

ADVERTISING COSTS

Advertising costs are charged to expense as incurred.

LEGAL AND PROFESSIONAL EXPENSES

Generally, the Company recognizes legal and professional fees as incurred and are included as a component of professional services expense in the consolidated statements of income. Legal costs incurred that are associated with the collection of outstanding amounts due from delinquent borrowers are included as a component of loan collection expense in the consolidated statements of income. In the event of litigation proceedings brought about by an employee or third party against the Company, expenses for damages will be accrued if the likelihood of the outcome against the Company is probable, the amount can be reasonably estimated and the amount would have a material impact on the financial results of the Company.

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REVENUE RECOGNITION

The Company recognizes revenue from contracts with customers when it satisfies its performance obligations. The Company’s performance obligations are generally satisfied as services are rendered and can either be satisfied at a point in time or over time. The majority of the Company’s revenues are generated through interest earned on securities and loans. In addition, the Company has other non-interest income streams such as fees associated with mortgage servicing rights which amortized to net mortgage servicing fees within other income, loan service charges, life insurance earnings, rental income and gains/losses on the sale of loans.

INCOME TAXES

Deferred tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

The benefit of a tax position is recognized on the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. For tax positions not meeting the more likely than not threshold, no tax benefit is recorded. Under the more likely than not threshold guidelines, the Company believes no significant uncertain tax positions exist, either individually or in the aggregate, that would give rise to the non-recognition of an existing tax benefit. The Company had no material unrecognized tax benefits or accrued interest and penalties for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

COMPREHENSIVE INCOME (LOSS)

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the shareholders’ equity section of the consolidated balance sheets, such items, along with net income, are components of comprehensive income (loss).

CASH FLOWS

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and interest-bearing deposits with financial institutions.

CASH

The Company is required by the Federal Reserve Bank to maintain average reserve balances based on a percentage of deposits. There were no reserve requirements on December 31, ~~2024~~2025 and ~~2023~~2024.

Deposits with any one financial institution are insured up to $250,000. From time-to-time, the Company may maintain cash and cash equivalents with certain other financial institutions in excess of the insured amount.

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3.	ACCUMULATED OTHER COMPREHENSIVE INCOME

The following tables illustrate the changes in accumulated other comprehensive income by component and the details about the components of accumulated other comprehensive income as of and for the periods indicated:

As of and for the year ended December 31, 2024
As of and for the year ended December 31, 2025
	Unrealized gains
	(losses) on			Securities
	available-for-sale			transferred to
(dollars in thousands)	debt securities			held-to-maturity			Total
Beginning balance	$	(4041,~~760~~731	)	$	(1513,~~707~~843	)	$	(5655,~~467~~574	)
Other comprehensive loss before reclassifications, net of tax		(971	)		-			(971	)
Other comprehensive income before reclassifications, net of tax		12,030			-			12,030
Amounts reclassified from accumulated other comprehensive income, net of tax		-940			1,~~864~~908			12,~~864~~848
Net current-period other comprehensive (loss) income		(971	)		1,864			893
Net current-period other comprehensive income		12,970			1,908			14,878
Ending balance	$	(4128,~~731~~761	)	$	(1311,~~843~~935	)	$	(5540,~~574~~696	)

As of and for the year ended December 31, 2023
As of and for the year ended December 31, 2024
	Unrealized gains
	(losses) on			Securities
	available-for-sale			transferred to
(dollars in thousands)	~~debt~~ securities			held-to-maturity			Total
Beginning balance	$	(5340,~~624~~760	)	$	(1715,~~528~~707	)	$	(7156,~~152~~467	)
Other comprehensive income before reclassifications, net of tax		7,754			-			7,754
Other comprehensive loss before reclassifications, net of tax		(971	)		-			(971	)
Amounts reclassified from accumulated other comprehensive income, net of tax		~~5,110~~-			1,~~821~~864			61,~~931~~864
Net current-period other comprehensive income		12,864			1,821			14,685
Net current-period other comprehensive (loss) income		(971	)		1,864			893
Ending balance	$	(4041,~~760~~731	)	$	(1513,~~707~~843	)	$	(5655,~~467~~574	)

Details about accumulated other	Amount reclassified from accumulated						Affected line item in the statement
comprehensive income components	other comprehensive income						where net income is presented
(dollars in thousands)	~~2024~~2025			~~2023~~2024
Unrealized gains (losses) on AFS debt securities	$	-		$	(6,468	)	Gain (loss) on sale of investment securities
Realized (losses) gains on AFS debt securities	$	(1,190	)	$	-		Gain (loss) on sale of available-for-sale debt securities
Amortization of unrealized loss on held-to-maturity securities		(2,~~359~~413	)		(2,~~305~~359	)	Interest income on investment securities
Total reclassifications for the period		(23,~~359~~603	)		(82,~~773~~359	)	Income before income taxes
Income tax effect		~~495~~755			~~1,842~~495		Provision for income taxes
Total reclassifications for the period	$	(12,~~864~~848	)	$	(61,~~931~~864	)	Net income

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4.	INVESTMENT SECURITIES

Agency – Government-sponsored enterprise (GSE) and Mortgage-backed securities (MBS) - GSE residential

Agency – GSE and MBS – GSE residential securities consist of short- to long-term notes issued by Federal Home Loan Mortgage Corporation (FHLMC), FNMA, FHLB and Government National Mortgage Association (GNMA). These securities have interest rates that are fixed, have varying short to long-term maturity dates and have contractual cash flows guaranteed by the U.S. government or agencies of the U.S. government.

Obligations of states and political subdivisions (municipal)

The municipal securities are general obligation and revenue bonds rated as investment grade by various credit rating agencies and have fixed rates of interest with mid- to long-term maturities. Fair values of these securities are highly driven by interest rates. Management performs ongoing credit quality reviews on these issues.

The Company did not record any allowance for credit losses on its available-for-sale or held-to-maturity securities. The Company excludes accrued interest receivable from the amortized cost basis of investment securities disclosed throughout this footnote. As of December 31, ~~2024~~2025 and ~~2023~~2024, accrued interest receivable for investment securities totaled $3.42 million and $3.4 million, respectively, and is included in the accrued interest receivable line in the consolidated balance sheets. Amortized cost and fair value of investment securities as of the period indicated are as follows:

			*Gross*		*Gross*
	*Amortized*		*unrealized*		*unrealized*			*Fair*
(dollars in thousands)	*cost*		*gains*		*losses*			*value*
December 31, 2025
Held-to-maturity securities:
Agency - GSE	$	83,620	$	-	$	(4,148	)	$	79,472
Obligations of states and political subdivisions		143,719		-		(20,054	)		123,665

Total held-to-maturity securities	$	227,339	$	-	$	(24,202	)	$	203,137

Available-for-sale debt securities:
Agency - GSE	$	26,356	$	-	$	(1,734	)	$	24,622
Obligations of states and political subdivisions		114,782		43		(12,005	)		102,820
MBS - GSE residential		191,874		12		(22,721	)		169,165

Total available-for-sale debt securities	$	333,012	$	55	$	(36,460	)	$	296,607

			*Gross*		*Gross*
	*Amortized*		*unrealized*		*unrealized*			*Fair*
(dollars in thousands)	*cost*		*gains*		*losses*			*value*
December 31, 2024
Held-to-maturity securities:
Agency - GSE	$	82,486	$	-	$	(8,092	)	$	74,394
Obligations of states and political subdivisions		143,278		-		(23,097	)		120,181

Total held-to-maturity securities	$	225,764	$	-	$	(31,189	)	$	194,575

Available-for-sale debt securities:
Agency - GSE	$	31,273	$	-	$	(3,073	)	$	28,200
Obligations of states and political subdivisions		135,149		-		(15,891	)		119,258
MBS - GSE residential		217,858		-		(33,859	)		183,999

Total available-for-sale debt securities	$	384,280	$	-	$	(52,823	)	$	331,457

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			Gross		Gross
	Amortized		unrealized		unrealized			Fair
(dollars in thousands)	cost		gains		losses			value
December 31, 2023
Held-to-maturity securities:
Agency - GSE	$	81,382	$	-	$	(7,561	)	$	73,821
Obligations of states and political subdivisions		142,851		-		(19,496	)		123,355
Total held-to-maturity securities	$	224,233	$	-	$	(27,057	)	$	197,176
Available-for-sale debt securities:
Agency - GSE	$	31,178	$	-	$	(3,633	)	$	27,545
Obligations of states and political subdivisions		138,217		1		(15,421	)		122,797
MBS - GSE residential		226,240		-		(32,542	)		193,698
Total available-for-sale debt securities	$	395,635	$	1	$	(51,596	)	$	344,040

The amortized cost and fair value of debt securities at December 31, 2025 by contractual maturity are shown below:

The amortized cost and fair value of debt securities at December 31, 2024 by contractual maturity are shown below:

	Amortized		Fair
(dollars in thousands)	cost		value
Held-to-maturity securities:
Due in one year or less	$	-	$	-
Due after one year through five years		51,190		49,395
Due after five years through ten years		75,670		69,466
Due after ten years		100,479		84,276
Total held-to-maturity securities	$	227,339	$	203,137

Available-for-sale securities:
Debt securities:
Due in one year or less	$	6,693	$	6,578
Due after one year through five years		31,554		29,281
Due after five years through ten years		5,335		4,776
Due after ten years		97,125		86,807

MBS - GSE residential		191,440		169,165
Total available-for-sale debt securities	$	332,147	$	296,607

	Amortized		Fair
(dollars in thousands)	cost		value
Held-to-maturity securities:
Due in one year or less	$	-	$	-
Due after one year through five years		34,969		32,691
Due after five years through ten years		80,154		69,957
Due after ten years		110,641		91,927
Total held-to-maturity securities	$	225,764	$	194,575
Available-for-sale securities:
Debt securities:
Due in one year or less	$	4,952	$	4,896
Due after one year through five years		39,728		35,782
Due after five years through ten years		12,898		11,004
Due after ten years		108,335		95,776
MBS - GSE residential		217,350		183,999
Total available-for-sale debt securities	$	383,263	$	331,457

There was $0.4 million increase to the carrying value of municipal AFS securities and a $0.4 million increase to the carrying value of mortgage-backed securities resulting from the interest rate swap that was not included in the maturity table above.

~~There~~Actual ~~was $0.5~~maturities ~~million~~will ~~increase~~differ tofrom contractual maturities because issuers and borrowers may have the ~~carrying~~right ~~value~~to ofcall ~~municipal~~or ~~AFS~~repay ~~securities~~obligations with or without call or prepayment penalties. Agency – GSE and ~~a $0~~municipal securities are included based on their original stated maturity.5 ~~million~~MBS ~~increase~~– GSE residential, which are based on weighted-average lives and subject to ~~the~~monthly ~~carrying~~principal ~~value~~pay-downs, are listed in total. Most of ~~mortgage-backed~~ the securities ~~resulting~~have ~~from~~fixed ~~the~~rates ~~interest~~or have predetermined scheduled rate ~~swap~~changes and many have call features that ~~was not~~allow ~~included~~the inissuer to call the security at par before its stated maturity ~~table~~without ~~above~~penalty.

~~Actual~~Some ~~maturities~~of ~~will differ from contractual maturities because issuers and borrowers may have~~ the ~~right~~Company’s todebt ~~call or repay obligations with or without call or prepayment penalty. Agency – GSE and municipal~~ securities are ~~included~~pledged ~~based~~to onsecure ~~their~~trust ~~original~~funds, ~~stated~~public ~~maturity.~~deposits, ~~MBS~~short-term –borrowings, ~~GSE~~FHLB ~~residential~~advances, ~~which~~Federal ~~are~~Reserve ~~based~~Bank onof ~~weighted-average~~Philadelphia ~~lives~~Discount ~~and~~Window ~~subject~~borrowings toand ~~monthly~~certain ~~principal~~other ~~pay-downs,~~deposits ~~are~~as ~~listed~~required inby ~~total~~law. ~~Most~~Securities ofpledged ~~the~~at December ~~securities~~31, ~~have~~2025 ~~fixed~~had ~~rates~~a orcarrying ~~have~~amount ~~predetermined~~of ~~scheduled~~$307.4 ~~rate~~million ~~changes~~ and ~~many~~were ~~have~~pledged ~~call features that allow the issuer~~ to ~~call~~secure ~~the~~public ~~security~~deposits, attrust ~~par~~client ~~before~~deposits, ~~its~~borrowings ~~stated~~and ~~maturity~~derivative ~~without penalty~~instruments.

Some of the Company’s debt securities are pledged to secure trust funds, public deposits, short-term borrowings, FHLB advances, Federal Reserve Bank of Philadelphia Discount Window borrowings and certain other deposits as required by law. Securities pledged at December 31, 2024 had a carrying amount of $398.8 million and were pledged to secure public deposits, trust client deposits, borrowings and derivative instruments.

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Gross realized gains and losses from sales, determined using specific identification, for the periods indicated were as follows:

	December 31,
(dollars in thousands)	~~2024~~2025			~~2023~~2024
Gross realized gain	$	-		$	533
Gross realized gains	$	199		$	-
Gross realized loss		-			(7,001	)
Gross realized losses		(1,389	)		-
Net gain	$	-		$	(6,468	)
Net loss	$	(1,190	)	$	-

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The following table presents the fair value and gross unrealized losses of investments aggregated by investment type, the length of time and the number of securities that have been in a continuous unrealized loss position as of the period indicated:

	Less than 12 months					More than 12 months					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(dollars in thousands)	value		losses			value		losses			value		losses
December 31, 2025
Agency - GSE	$	-	$	-		$	104,094	$	(5,882	)	$	104,094	$	(5,882	)
Obligations of states and political subdivisions		-		-			223,894		(31,627	)		223,894		(31,627	)
MBS - GSE residential		7,641		(74	)		159,047		(22,214	)		166,688		(22,288	)
Total	$	7,641	$	(74	)	$	487,035	$	(59,723	)	$	494,676	$	(59,797	)
Number of securities		5					388					393
December 31, 2024
Agency - GSE	$	-	$	-		$	102,594	$	(11,165	)	$	102,594	$	(11,165	)
Obligations of states and political subdivisions		384		(11	)		239,055		(38,469	)		239,439		(38,480	)
MBS - GSE residential		15,050		(253	)		168,949		(33,099	)		183,999		(33,352	)
Total	$	15,434	$	(264	)	$	510,598	$	(82,733	)	$	526,032	$	(82,997	)
Number of securities		8					416					424
December 31, 2023
Agency - GSE	$	-	$	-		$	101,366	$	(11,194	)	$	101,366	$	(11,194	)
Obligations of states and political subdivisions		781		(22	)		244,224		(33,814	)		245,005		(33,836	)
MBS - GSE residential		-		-			193,698		(31,462	)		193,698		(31,462	)
Total	$	781	$	(22	)	$	539,288	$	(76,470	)	$	540,069	$	(76,492	)
Number of securities		2					414					416

There was a $1.0.8 million and $21.2 0 million increase to the carrying value of AFS securities resulting from the interest rate swap that increased the unrealized loss position at December 31, ~~2024~~2025 and ~~2023~~2024, respectively, that was not included in the table above.

The Company had ~~424~~393 debt securities in an unrealized loss position at December 31, ~~2024~~2025, including 4644 agency-GSE securities, ~~142~~141 MBS – GSE residential securities and ~~236~~208 municipal securities. The severity of these unrealized losses based on their underlying cost basis was as follows at December 31, ~~2024~~2025: 95.8135% for agency - GSE, 1511.3479% for total MBS-GSE residential; and 1312.8538% for municipals. Management has no intent to sell any securities in an unrealized loss position as of December 31, ~~2024~~2025.

The Company reassessed classification of certain investments and effective April 1, 2022, the Company transferred agency and municipal investment securities with a book value of $245.5 million from available-for-sale to held-to-maturity. The securities were transferred at their fair value. The market value of the securities on the date of the transfer was $221.7 million, after netting unrealized losses totaling $18.9 million. The $18.9 million, net of deferred taxes, is being accreted into other comprehensive income over the life of the bonds. The allowance for credit losses on these securities was evaluated under the accounting policy for HTM debt securities.

Unrealized losses on available-for-sale securities have not been recognized into income because management believes the cause of the unrealized losses is related to changes in interest rates and is not directly related to credit quality. Quarterly, management conducts a formal review of investment securities to assess whether the fair value of a debt security is less than its amortized cost as of the balance sheet date. An allowance for credit losses has not been recognized on these securities in an unrealized loss position because: (1) the entity does not intend to sell the security; (2) more likely than not the entity will not be required to sell the security before recovery of its amortized cost basis; or (3) the present value of expected cash flows is sufficient to recover the entire amortized cost. The issuer(s) continues to make timely principal and interest payments on the bonds. The fair value is expected to recover as the bond(s) approach maturity.

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The Company has U.S. agency bonds and municipal securities classified as held-to-maturity. Management estimated no credit loss reserve will be necessary for agency bonds HTM given the strong credit history of GSE and other U.S. agency issued bonds and the involvement of the U.S. government. For municipal securities HTM, the Company utilized a third-party model to analyze whether a credit loss reserve is needed for these bonds. The amount of credit loss reserve calculated using this model was immaterial to the Company's financial statements, therefore no reserve was recorded, but the Company will continue to evaluate these securities on a quarterly basis.

~~5. LOANS AND LEASES~~ 78

The classifications of loans and leases at December 31, 2024 and 2023 are summarized as follows:

(dollars in thousands)	December 31, 2024			December 31, 2023
Commercial and industrial:
Commercial	$	172,834		$	152,640
Municipal		101,706			94,724
Commercial real estate:
Non-owner occupied		394,219			337,671
Owner occupied		304,889			278,293
Construction		50,930			39,823
Consumer:
Home equity installment		54,214			56,640
Home equity line of credit		58,130			52,348
Auto loans - Recourse		11,389			10,756
Auto loans - Non-recourse		75,440			112,595
Direct finance leases		27,827			33,601
Other		23,848			16,500
Residential:
Real estate		504,815			465,010
Construction		20,507			36,536
Total		1,800,748			1,687,137
Less:
Allowance for credit losses on loans		(19,666	)		(18,806	)
Unearned lease revenue		(1,946	)		(2,039	)
Loans and leases, net	$	1,779,136		$	1,666,292

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5.	LOANS AND LEASES

The classifications of loans and leases at December 31, 2025 and 2024 are summarized as follows:

(dollars in thousands)	*December 31, 2025*		December 31, 2024
Commercial and industrial:
Commercial	$	220,526	$	172,834
Municipal		120,604		101,706
Commercial real estate:
Non-owner occupied		416,521		394,219
Owner occupied		340,808		304,889
Construction		56,684		50,930
Consumer:
Home equity installment		53,973		54,214
Home equity line of credit		70,195		58,130
Auto loans - Recourse		10,139		11,389
Auto loans - Non-recourse

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