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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended June 30, 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: 001-36706


			CB FINANCIAL SERVICES, INC.
			(Exact name of registrant as specified in its charter)


Pennsylvania						51-0534721
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


100 N. Market Street, Carmichaels, PA						15320
(Address of principal executive offices)						(Zip Code)


			(724) 966-5041
			(Registrant’s telephone number, including area code)


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

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

Common stock, par value $0.4167 per share

CBFV

The Nasdaq Stock Market, LLC

(Title of each class)

(Trading symbol)

(Name of each exchange on which registered)

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

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

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


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

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

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

As of August 6, 2025, the number of shares outstanding of the Registrant’s Common Stock was 4,985,558.

Table of Contents

FORM 10-Q

INDEX


			Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)			1
Consolidated Statements of Financial Condition			1
Consolidated Statements of Income			2
Consolidated Statements of Comprehensive Income			3
Consolidated Statements of Changes In Stockholders’ Equity			4
Consolidated Statements of Cash Flows			6
Notes to the Consolidated Financial Statements (Unaudited)			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			28
Item 3. Quantitative and Qualitative Disclosure about Market Risk.			42
Item 4. Controls and Procedures.			43
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.			44
Item 1A. Risk Factors.			44
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.			44
Item 3. Defaults Upon Senior Securities.			44
Item 4. Mine Safety Disclosures.			44
Item 5. Other Information.			44
Item 6. Exhibits			45
SIGNATURES			46

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION


	(Unaudited) June 30, 2025		December 31, 2024
(Dollars in thousands, except per share and share data)

ASSETS
Cash and Due From Banks:
Interest-Earning	$	50,487	$	39,332
Noninterest-Earning	14,019		10,240
Total Cash and Due From Banks	64,506		49,572

Securities:
Available-for-Sale Debt Securities, at Fair Value	266,281		259,514
Equity Securities, at Fair Value	890		2,639
Total Securities	267,171		262,153
Loans Held for Sale	512		900
Loans, Net of Allowance for Credit Losses of $9,722 and $9,805 at June 30, 2025 and December 31, 2024, Respectively	1,101,102		1,082,821

Premises and Equipment, Net	20,223		20,708
Bank-Owned Life Insurance	24,506		24,209
Goodwill	9,732		9,732

Accrued Interest Receivable and Other Assets	30,232		31,469
TOTAL ASSETS	$	1,517,984	$	1,481,564

LIABILITIES

Deposits:
Noninterest-Bearing Demand Accounts	$	278,685	$	267,896
Interest-Bearing Demand Accounts	353,448		316,764
Money Market Accounts	225,141		231,458
Savings Accounts	172,021		170,530
Time Deposits	280,137		296,869
Total Deposits	1,309,432		1,283,517


Other Borrowings	34,738		34,718
Accrued Interest Payable and Other Liabilities	25,452		15,951
TOTAL LIABILITIES	1,369,622		1,334,186

STOCKHOLDERS' EQUITY

Common Stock, $0.4167 Par Value; 35,000,000 Shares Authorized, 5,832,117 Shares Issued and 4,972,300 Shares Outstanding at June 30, 2025, with 5,787,744 and 5,132,654 Shares Issued and Outstanding at December 31, 2024.	2,430		2,412
Capital Surplus	87,190		86,373
Retained Earnings	94,178		90,856
Treasury Stock, at Cost (859,817 and 655,090 Shares at June 30, 2025 and December 31, 2024, Respectively)	(21,120)		(15,028)
Accumulated Other Comprehensive Loss	(14,316)		(17,235)
TOTAL STOCKHOLDERS' EQUITY	148,362		147,378
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,517,984	$	1,481,564

The accompanying notes are an integral part of these consolidated financial statements

Table of Contents

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
(Dollars in thousands, except share and per share data)
INTEREST AND DIVIDEND INCOME
Loans, Including Fees	$	15,492	$	14,670	$	30,020	$	29,508
Investment Securities:
Taxable	2,860		2,844		5,637		5,148

Dividends	9		27		37		54
Other Interest and Dividend Income	399		1,398		912		2,216
TOTAL INTEREST AND DIVIDEND INCOME	18,760		18,939		36,606		36,926
INTEREST EXPENSE
Deposits	5,721		7,065		11,833		13,056
Short-Term Borrowings	108		—		131		—
Other Borrowings	391		404		792		808
TOTAL INTEREST EXPENSE	6,220		7,469		12,756		13,864
NET INTEREST AND DIVIDEND INCOME	12,540		11,470		23,850		23,062
(Recovery) Provision For Credit Losses - Loans	(136)		12		(68)		(130)
Provision (Recovery) For Credit Losses - Unfunded Commitments	144		(48)		36		57
NET INTEREST AND DIVIDEND INCOME AFTER NET PROVISION (RECOVERY) FOR CREDIT LOSSES	12,532		11,506		23,882		23,135
NONINTEREST INCOME
Service Fees	559		354		1,021		769
Insurance Commissions	1		1		2		3
Other Commissions	66		22		129		84
Net Gain on Sales of Loans	26		9		49		30
Net Loss on Securities	—		(31)		(69)		(197)
Net Gain on Purchased Tax Credits	4		12		7		25

Net Gain on Disposal of Premises and Equipment	—		—		—		274
Income from Bank-Owned Life Insurance	148		147		297		295
Net Gain on Bank-Owned Life Insurance Claims	—		—		—		915
Other Income	127		174		282		406
TOTAL NONINTEREST INCOME	931		688		1,718		2,604
NONINTEREST EXPENSE
Salaries and Employee Benefits	5,088		4,425		11,124		9,001
Occupancy	616		940		1,366		1,689
Equipment	372		298		702		562
Data Processing	761		1,011		1,558		1,703
Federal Deposit Insurance Corporation Assessment	203		161		379		290
Pennsylvania Shares Tax	143		297		400		595
Contracted Services	382		390		692		671
Legal and Professional Fees	117		208		378		420
Advertising	124		78		242		206
Other Real Estate Owned	1		37		2		14
Amortization of Intangible Assets	—		264		—		605


Other Expense	941		875		1,706		1,656
TOTAL NONINTEREST EXPENSE	8,748		8,984		18,549		17,412
Income Before Income Tax Expense	4,715		3,210		7,051		8,327
Income Tax Expense	766		560		1,193		1,480
NET INCOME	$	3,949	$	2,650	$	5,858	$	6,847
EARNINGS PER SHARE
Basic	$	0.79	$	0.52	$	1.15	$	1.33
Diluted	0.74		0.51		1.09		1.33
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic	5,022,813		5,142,139		5,073,911		5,136,021
Diluted	5,332,026		5,152,657		5,387,924		5,151,188

The accompanying notes are an integral part of these consolidated financial statements

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
(Dollars in thousands)

Net Income	$	3,949	$	2,650	$	5,858	$	6,847

Other Comprehensive Income (Loss):
Unrealized Gain (Loss) on Investment Securities Available-for-Sale	1,339		(344)		3,711		(1,972)
Income Tax Effect	(285)		73		(792)		368



Other Comprehensive Income (Loss), Net of Income Tax Effect	1,054		(271)		2,919		(1,604)
Total Comprehensive Income	$	5,003	$	2,379	$	8,777	$	5,243

The accompanying notes are an integral part of these consolidated financial statements

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)


Three Months Ended June 30, 2025	Shares Issued	Common Stock		Capital Surplus		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
(Dollars in thousands, except share and per share data)

March 31, 2025	5,828,717	$	2,429	$	86,960	$	91,484	$	(17,214)	$	(15,370)	$	148,289


Comprehensive Income:
Net Income	—	—		—		3,949		—		—		3,949
Other Comprehensive Income	—	—		—		—		—		1,054		1,054


Stock-Based Compensation Expense	—	—		193		—		—		—		193
Exercise of Stock Options	3,400	1		84		—		487		—		572
Treasury stock purchased, at cost (151,893 shares)	—	—		(47)		—		(4,393)		—		(4,440)
Dividends Paid ($0.25 Per Share)	—	—		—		(1,255)		—		—		(1,255)
June 30, 2025	5,832,117	$	2,430	$	87,190	$	94,178	$	(21,120)	$	(14,316)	$	148,362


Three Months Ended June 30, 2024	Shares Issued	Common Stock		Capital Surplus		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
(Dollars in thousands, except share and per share data)

March 31, 2024	5,783,788	$	2,411	$	85,501	$	86,308	$	(14,550)	$	(18,080)	$	141,590


Comprehensive Income:
Net Income	—	—		—		2,650		—		—		2,650
Other Comprehensive Loss	—	—		—		—		—		(271)		(271)
Restricted Stock Awards Forfeited	(200)	(1)		19		—		(18)		—		—

Stock-Based Compensation Expense	—	—		198		—		—		—		198


Dividends Paid ($0.25 Per Share)	—	—		—		(1,285)		—		—		(1,285)
June 30, 2024	5,783,588	$	2,410	$	85,718	$	87,673	$	(14,568)	$	(18,351)	$	142,882

The accompanying notes are an integral part of these consolidated financial statements

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Six Months Ended June 30, 2025	Shares Issued	Common Stock		Capital Surplus		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
(Dollars in thousands, except share and per share data)

December 31, 2024	5,787,744	$	2,412	$	86,373	$	90,856	$	(15,028)	$	(17,235)	$	147,378


Comprehensive Income:
Net Income	—	—		—		5,858		—		—		5,858
Other Comprehensive Income	—	—		—		—		—		2,919		2,919
Restricted Stock Awards Granted	25,235	10		(10)		—		—		—		—
Restricted Stock Awards Forfeited	(200)	—		2		—		(2)		—		—
Stock-Based Compensation Expense	—	—		416		—		—		—		416
Exercise of Stock Options	19,338	8		456		—		682		—		1,146
Treasury stock purchased, at cost (234,816 shares)	—	—		(47)		—		(6,772)		—		(6,819)
Dividends Paid ($0.50 Per Share)	—	—		—		(2,536)		—		—		(2,536)
June 30, 2025	5,832,117	$	2,430	$	87,190	$	94,178	$	(21,120)	$	(14,316)	$	148,362


Six Months Ended June 30, 2024	Shares Issued	Common Stock		Capital Surplus		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
(Dollars in thousands, except share and per share data)

December 31, 2023	5,759,378	$	2,400	$	85,334	$	83,392	$	(14,545)	$	(16,747)	$	139,834


Comprehensive Income:
Net Income	—	—		—		6,847		—		—		6,847
Other Comprehensive Loss	—	—		—		—		—		(1,604)		(1,604)
Restricted Stock Awards Forfeited	(1,200)	(1)		19		—		(18)		—		—
Restricted Stock Awards Granted	25,410	11		(11)		—		—		—		—
Stock-Based Compensation Expense	—	—		376		—		—		—		376

Treasury Stock Purchased, at cost (222 shares)	—	—		—		—		(5)		—		(5)
Dividends Paid ($0.50 Per Share)	—	—		—		(2,566)		—		—		(2,566)
June 30, 2024	5,783,588	$	2,410	$	85,718	$	87,673	$	(14,568)	$	(18,351)	$	142,882

The accompanying notes are an integral part of these consolidated financial statements

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


Six Months Ended June 30,	2025		2024
(Dollars in thousands)

OPERATING ACTIVITIES
Net Income	$	5,858	$	6,847
Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities
Net Accretion on Securities	(78)		(403)
Depreciation and Amortization	894		1,400
Recovery for Credit Losses - Loans	(68)		(130)
Provision for Credit Losses - Unfunded Commitments	36		57




Loss on Securities	69		197
Gain on Purchased Tax Credits	(7)		(25)
Income from Bank-Owned Life Insurance	(297)		(295)
Gain on Bank-Owned Life Insurance Death Benefit Claims	—		(915)
Proceeds From Mortgage Loans Sold	3,856		1,631
Originations of Mortgage Loans for Sale	(3,822)		(2,233)
Gain on Sale of Loans	(49)		(30)
Gain on Sale of Other Real Estate Owned and Repossessed Assets	—		30
Noncash Expense for Stock-Based Compensation	416		376
Increase in Accrued Interest Receivable	(233)		(568)

Gain on Disposal of Premises and Equipment	—		(274)
Increase (Decrease) in Deferred Income Tax	843		(522)
Increase (Decrease) in Taxes Payable	780		(2,557)

(Decrease) Increase in Accrued Interest Payable	(779)		983

Other, Net	740		(1,475)
NET CASH PROVIDED BY OPERATING ACTIVITIES	8,159		2,094
INVESTING ACTIVITIES
Investment Securities Available for Sale:
Proceeds From Principal Repayments and Maturities	19,659		6,784
Purchases of Securities	(22,637)		(62,669)
Proceeds from Sale of Securities	1,680		—
Net (Increase) Decrease in Loans	(8,968)		46,295
Purchase of Premises and Equipment	(358)		(2,189)
Proceeds from Disposal of Premises and Equipment	—		988

Proceeds From a Claim on Bank-Owned Life Insurance	—		2,678
Investment in Low Income Housing Tax Credit	(354)		—
Proceeds From Sale of Other Real Estate Owned	—		132
Decrease in Restricted Equity Securities	47		226

NET CASH USED IN INVESTING ACTIVITIES	(10,931)		(7,755)
FINANCING ACTIVITIES
Net Increase in Deposits	25,915		82,609

Principal Payments on Other Borrowed Funds	(20,000)		—
Proceeds From Other Borrowed Funds	20,000		—
Cash Dividends Paid	(2,536)		(2,566)
Treasury Stock, Purchases at Cost	(6,819)		(5)
Exercise of Stock Options	1,146		—
NET CASH PROVIDED BY FINANCING ACTIVITIES	17,706		80,038
INCREASE IN CASH AND CASH EQUIVALENTS	14,934		74,377
CASH AND DUE FROM BANKS AT BEGINNING OF YEAR	49,572		68,223
CASH AND DUE FROM BANKS AT END OF PERIOD	$	64,506	$	142,600

The accompanying notes are an integral part of these consolidated financial statements

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


Six Months Ended June 30,	2025		2024
(Dollars in thousands)

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash Paid For:
Interest on Deposits and Borrowings (Including Interest Credited to Deposits of $12,605 and $12,070, Respectively)	$	13,537	$	12,881
Income Taxes	1,150		4,222
SUPPLEMENTAL NONCASH DISCLOSURE:
Transfer of Loans from Loans Held for Sale to Portfolio	403		—



Other Real Estate Acquired in Settlement of Loans	158		151

Securities Purchased Not Settled	—		7,556


Syndicated Loans Purchased and Sold Not Settled, net	9,000		14,672
Right of Use Asset Recognized	—		1,452
Lease Liability Recognized	—		1,452
Unfunded Commitment in Low Income Housing Tax Credit	4,641		—

The accompanying notes are an integral part of these consolidated financial statements

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of CB Financial Services, Inc. (“CB Financial”) and its wholly owned subsidiary, Community Bank (the “Bank”), and the Bank’s wholly owned subsidiary, Exchange Underwriters, Inc. (“Exchange Underwriters” or "EU"). CB Financial, the Bank and Exchange Underwriters are collectively referred to as the “Company”. All intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and with general practice within the banking industry. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading in any material respect. In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the Consolidated Statements of Financial Condition and income and expenses for the reporting period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to determination of the allowance for credit losses on loans, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, impairment evaluations of securities, goodwill and intangible assets impairment, and the valuation of deferred tax assets.

In the opinion of management, the accompanying unaudited interim financial statements include all adjustments considered necessary for a fair presentation of the Company’s financial position and results of operations at the dates and for the periods presented. All these adjustments are of a normal, recurring nature, and they are the only adjustments included in the accompanying unaudited interim consolidated financial statements. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Interim results are not necessarily indicative of results for a full year.

Nature of Operations

The Company derives substantially all its income from banking and bank-related services which include interest income on commercial, commercial mortgage, residential real estate and consumer loan financing, as well as interest and dividend income on securities, and fees generated from deposit services to its customers. The Company provides banking services through its subsidiary, Community Bank, a Pennsylvania-chartered commercial bank headquartered in Carmichaels, Pennsylvania. The Bank is a community-oriented institution offering residential and commercial real estate loans, commercial and industrial loans, and consumer loans as well as a variety of deposit products for individuals and businesses in its market area. The Bank operates nine offices in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in southwestern Pennsylvania, and three offices in Marshall and Ohio Counties in West Virginia.

On December 1, 2023, the Company announced that the Bank and EU entered into an Asset Purchase Agreement with World Insurance Associates, LLC ("World") pursuant to which EU sold substantially all of its assets to World for a purchase price of $30.5 million cash plus possible additional earn-out payments. The sale of assets was completed December 8, 2023, and resulted in a pre-tax gain of $24.6 million. This transaction did not meet the criteria for discontinued operations reporting. During 2024, the Company recognized an additional gain of $138,000 following the final settlement of all liabilities and an earn-out payment of $708,000.

Operating Segments

An operating segment is defined as a component of an enterprise that engages in business activities which generate revenue and incur expense, and the operating results of which are reviewed by management. The Company has evaluated the provisions of ASC Topic 280, Segment Reporting, and determined that at June 30, 2025 and December 31, 2024, the Company had one reportable segment, community banking services.

Critical Accounting Policies; Use of Critical Accounting Estimates

The disclosures below supplement the accounting policies disclosed in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

Allowance for Credit Losses (ACL)

The ACL represents the estimated amount considered necessary to cover lifetime expected credit losses inherent in financial assets at the balance sheet date. The measurement of expected credit losses is applicable to loans receivable and securities measured at amortized cost. It also applies to off-balance sheet credit exposures such as loan commitments and unused lines of credit. The allowance is established through a provision for credit losses that is charged against income. The methodology for

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determining the allowance for credit losses is considered a critical accounting policy by management because of the high degree of judgment involved, the subjectivity of the assumptions used, and the potential for changes in the forecasted economic environment that could result in changes to the amount of the recorded ACL. The ACL is reported separately as a contra-asset account on the Consolidated Statement of Financial Condition. The expected credit loss for unfunded loan commitments is reported on the Consolidated Statement of Financial Condition in other liabilities while the provision for credit losses related to unfunded commitments is reported in provision for credit losses - unfunded commitments in the Consolidated Statements of Income.

ACL on Loans Receivable

The ACL on loans is deducted from the amortized cost basis of the loan to present the net amount expected to be collected. Expected losses are evaluated and calculated on a collective, or pooled, basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether loans within a pool continue to exhibit similar risk characteristics. If the risk characteristics of a loan change, such that they are no longer similar to other loans in the pool, the Company will evaluate the loan with a different pool of loans that share similar risk characteristics. If the loan does not share risk characteristics with other loans, the Company will evaluate the loan on an individual basis. The Company evaluates the pooling methodology at least annually. Loans are charged off against the ACL when the Company believes the balances to be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged off or expected to be charged off.

The Company has chosen to segment its portfolio consistent with the manner in which it manages credit risk. Such segments include residential mortgage, commercial real estate mortgages, construction, commercial business, consumer and other. For most segments, the Company calculates estimated credit losses using a probability of default and loss given default methodology, the results of which are applied to the aggregated discounted cash flow of each individual loan within the segment. The point in time probability of default and loss given default are then conditioned by macroeconomic scenarios to incorporate reasonable and supportable forecasts that affect the collectability of the reported amount.

The Company estimates the ACL on loans via a quantitative analysis which considers relevant available information from internal and external sources related to past events and current conditions, as well as the incorporation of reasonable and supportable forecasts. The Company evaluates a variety of factors including third party economic forecasts, industry trends and other available published economic information in arriving at its forecasts. After the reasonable and supportable forecast period, the Company reverts, on a straight-line basis, to average historical losses. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a restructuring will be executed with an individual borrower or the renewal option is included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

Also included in the ACL on loans are qualitative reserves to cover losses that are expected but, in the Company’s assessment, may not be adequately represented in the quantitative analysis or the forecasts described above. Factors that the Company considers include changes in lending policies and procedures, business conditions, the nature and size of the portfolio, portfolio concentrations, the volume and severity of past due loans and non-accrual loans, and the effect of external factors such as competition, legal and regulatory requirements, among others. Furthermore, the Company considers the inherent uncertainty in quantitative models that are built upon historical data.

Individually Evaluated Loans

On a case-by-case basis, the Company may conclude that a loan should be evaluated on an individual basis based on its disparate risk characteristics. When the Company determines that a loan no longer shares similar risk characteristics with other loans in the portfolio, the allowance will be determined on an individual basis using the present value of expected cash flows or, for collateral-dependent loans, the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. If the fair value of the collateral is less than the amortized cost basis of the loan, the Company will charge off the difference between the fair value of the collateral, less estimated costs to sell at the reporting date, and the amortized cost basis of the loan.

ACL on Off-Balance Sheet Unfunded Commitments

The Company is required to include unfunded commitments that are expected to be funded in the future within the allowance calculation, other than those that are unconditionally cancellable. To arrive at that reserve, the reserve percentage for each applicable segment is applied to the unused portion of the expected commitment balance and is multiplied by the expected funding rate. To determine the expected funding rate, the Company uses a historical utilization rate for each segment. As noted above, the ACL on unfunded loan commitments is included in other liabilities on the Consolidated Statement of Financial Condition and the related credit expense is recorded in provision for credit losses - unfunded commitments in the Consolidated Statements of Income.

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ACL on Available-for-Sale Securities

For available-for-sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities available-for-sale that do not meet the above criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating by a rating agency, and adverse conditions related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income (loss), net of tax. The Company elected the practical expedient of zero loss estimates for securities issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major agencies and have a long history of no credit losses.

Changes in the ACL are recorded as provision for, or reversal of, credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met.

Accrued Interest Receivable

The Company made an accounting policy election to exclude accrued interest receivable from the amortized cost basis of loans and available-for-sale securities. Accrued interest receivable on loans is reported as a component of accrued interest receivable and other assets on the Consolidated Statement of Financial Condition, totaled $4.2 million at June 30, 2025 and $3.9 million at December 31, 2024 and is excluded from the estimate of credit losses. Accrued interest receivable on available-for-sale securities, also a component of accrued interest receivable and other assets on the Consolidated Statement of Financial Condition, totaled $1.6 million at June 30, 2025 and $1.7 million at December 31, 2024 and is excluded from the estimate of credit losses.

Recent Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that public entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The ASU requires all entities to disclose on an annual basis (1) the amount of income taxes paid, disaggregated by federal, state and foreign taxes and (2) the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal or greater than five percent of total income taxes paid. The ASU also requires that all entities disclose (1) income (loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic or foreign and (2) income tax expense (or benefit) from continuing operations disaggregated by federal (national), state and foreign. This ASU is effective for public entities for annual periods beginning after December 15, 2024. The Company does not expect the adoption of the ASU to have a material effect on the Company's consolidated statements of financial condition and results of operations.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE); this ASU was then superseded by ASU 2025-01, Clarifying the Effective Date, to clarify the effective date for interim reporting. Collectively, these ASU's require that public entities on an annual and interim basis disclose specific natural expenses contained within each relevant income statement expense caption. These specified natural expenses are: purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depreciation, depletion and amortization recognized as part of oil- and gas- producing activities (DD&A). This ASU is effective for public entities for annual periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company does not expect the adoption of the ASU to have a material effect on the Company's consolidated statements of financial condition and results of operations.

Income Taxes

The One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S on July 4, 2025. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has various effective dates, with certain provisions starting in 2025 and others implemented through 2027. The Company is currently assessing the impact of the OBBBA on its consolidated statements of financial condition and results of operations.

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Note 2. Earnings Per Share

There are no convertible securities which would affect the numerator in calculating basic and diluted earnings per share; therefore, net income as presented on the Consolidated Statements of Income is used as the numerator.

The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
(Dollars in thousands, except share and per share data)

Net Income	$	3,949	$	2,650	$	5,858	$	6,847

Weighted-Average Basic Common Shares Outstanding	5,022,813		5,142,139		5,073,911		5,136,021
Dilutive Effect of Common Stock Equivalents (Stock Options and Restricted Stock)	309,213		10,518		314,013		15,167
Weighted-Average Diluted Common Shares and Common Stock Equivalents Outstanding	5,332,026		5,152,657		5,387,924		5,151,188

Earnings Per Share:
Basic	$	0.79	$	0.52	$	1.15	$	1.33
Diluted	0.74		0.51		1.09		1.33

The dilutive effect on weighted average diluted common shares outstanding is the result of outstanding stock options and nonvested restricted stock. The following table presents for the periods indicated (a) options to purchase shares of common stock that were outstanding but not included in the computation of earnings per share because the options’ exercise price was greater than the average market price of the common shares for the period, and (b) shares of restricted stock awards that were not included in the computation of diluted earnings per share because the hypothetical repurchase of shares under the treasury stock method exceeded the weighted average nonvested restricted awards, therefore the effects would be anti-dilutive.


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Stock Options	28,090	402,297	23,290	300,597
Restricted Stock	25,235	11,154	25,235	—

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Note 3. Securities

The following tables present the amortized cost and fair value of securities available-for-sale at the dates indicated:


	June 30, 2025
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
(Dollars in thousands)

Available-for-Sale Debt Securities:
U.S. Government Agencies	$	4,996	$	—	$	(819)	$	4,177
Obligations of States and Political Subdivisions	3,503		10		(61)		3,452
Mortgage-Backed Securities - Government-Sponsored Enterprises	51,716		430		(2,455)		49,691
Collateralized Mortgage Obligations - Government-Sponsored Enterprises	116,031		151		(13,642)		102,540
Collateralized Loan Obligations	96,250		8		(257)		96,001
Corporate Debt	11,976		46		(1,602)		10,420
Total Available-for-Sale Debt Securities	284,472		645		(18,836)		266,281

Equity Securities:
Mutual Funds							890


Total Securities							$	267,171


	December 31, 2024
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
(Dollars in thousands)

Available-for-Sale Debt Securities:
U.S. Government Agencies	$	4,996	$	—	$	(1,051)	$	3,945
Obligations of States and Political Subdivisions	3,496		—		(149)		3,347
Mortgage-Backed Securities - Government-Sponsored Enterprises	53,628		—		(3,265)		50,363
Collateralized Mortgage Obligations - Government-Sponsored Enterprises	111,076		—		(16,119)		94,957
Collateralized Loan Obligations	98,741		96		(58)		98,779
Corporate Debt	9,479		—		(1,356)		8,123
Total Available-for-Sale Debt Securities	281,416		96		(21,998)		259,514

Equity Securities:
Mutual Funds							879
Other							1,760
Total Equity Securities							2,639
Total Securities							$	262,153

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The following tables show the Company’s gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at the dates indicated:


	June 30, 2025
	Less than 12 months					12 Months or Greater					Total
	Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses
(Dollars in thousands)

U.S. Government Agencies	—	$	—	$	—	1	$	4,177	$	(819)	1	$	4,177	$	(819)
Obligations of States and Political Subdivisions	1	537		—		5	2,356		(61)		6	2,893		(61)
Mortgage Backed Securities- Government-Sponsored Enterprises	1	4,218		(41)		8	14,820		(2,414)		9	19,038		(2,455)
Collateralized Mortgage Obligations - Government-Sponsored Enterprises	3	17,762		(124)		21	70,100		(13,518)		24	87,862		(13,642)
Collateralized Loan Obligations	8	59,889		(230)		1	10,028		(27)		9	69,917		(257)
Corporate Debt	—	—		—		3	7,874		(1,602)		3	7,874		(1,602)
Total	13	$	82,406	$	(395)	39	$	109,355	$	(18,441)	52	$	191,761	$	(18,836)


	December 31, 2024
	Less than 12 months					12 Months or Greater					Total
	Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses
(Dollars in thousands)

U.S. Government Agencies	—	$	—	$	—	1	$	3,945	$	(1,051)	1	$	3,945	$	(1,051)
Obligations of States and Political Subdivisions	2	1,068		(16)		5	2,279		(133)		7	3,347		(149)
Mortgage Backed Securities- Government-Sponsored Enterprises	5	35,232		(222)		8	15,131		(3,043)		13	50,363		(3,265)
Collateralized Mortgage Obligations - Government-Sponsored Enterprises	4	31,208		(662)		20	63,749		(15,457)		24	94,957		(16,119)
Collateralized Loan Obligations	5	27,564		(58)		—	—		—		5	27,564		(58)
Corporate Debt	—	—		—		3	8,123		(1,356)		3	8,123		(1,356)
Total	16	$	95,072	$	(958)	37	$	93,227	$	(21,040)	53	$	188,299	$	(21,998)

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For debt securities, the Company does not believe that any individual unrealized loss as of June 30, 2025 or December 31, 2024, represents a credit related impairment. The Company performs a review of the entire securities portfolio on a quarterly basis to identify securities that may indicate a credit related impairment. The unrealized losses on securities at June 30, 2025 and December 31, 2024 relate principally to changes in market interest rates subsequent to the acquisition of the specific securities. The Company does not intend to sell, and it is not more likely than not that it will be required to sell any of the securities in an unrealized loss position before recovery of its amortized cost or maturity of the security.

Total securities available to be pledged have a fair value of $255.7 million at June 30, 2025 and $251.3 million at December 31, 2024 of which securities with a fair value of $166.2 million and $176.2 million at June 30, 2025 and December 31, 2024, respectively, were pledged to secure uninsured public deposits, borrowings or for other purposes as required or permitted by law.

The scheduled maturities of securities available-for-sale are summarized as follows. Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay debt obligations with or without prepayment penalties. Mortgage-backed securities, collateralized mortgage obligations and collateralized loan obligations are classified in the table below based on their contractual maturity date; however, regular principal payments and prepayments of principal are received on a monthly basis.


	June 30, 2025
	Amortized Cost		Fair Value
(Dollars in thousands)

Due in One Year or Less	$	120	$	120
Due after One Year through Five Years	673		666
Due after Five Years through Ten Years	52,894		50,441
Due after Ten Years	230,785		215,054
Total	$	284,472	$	266,281

There was no realized gain or loss on sales of debt securities for the periods indicated.

The following table presents the loss on equity securities from both realized sales and unrealized market adjustments for the periods indicated. All losses presented in the table below are reported in Net Loss on Securities on the Consolidated Statements of Income.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
(Dollars in thousands)






Equity Securities
Net Unrealized Loss Recognized on Securities Held	$	—	$	(31)	$	(56)	$	(197)
Net Realized Loss Recognized on Securities Sold	—		—		(13)		—
Net Loss on Equity Securities	$	—	$	(31)	$	(69)	$	(197)
Net Loss on Securities	$	—	$	(31)	$	(69)	$	(197)

Note 4. Loans and Allowance for Credit Losses

The Company’s loan portfolio is segmented to enable management to monitor risk and performance. Real estate loans are further segregated into three classes. Residential mortgages include those secured by residential properties and include home equity loans, while commercial mortgages consist of loans to commercial borrowers secured by commercial real estate. Construction loans typically consist of loans to build commercial buildings and acquire and develop residential real estate. The commercial and industrial segment consists of loans to finance the activities of commercial customers. The consumer segment consists primarily of indirect auto loans as well as personal installment loans and personal or overdraft lines of credit.

Residential mortgage loans are typically longer-term loans and, therefore, generally present greater interest rate risk than the consumer and commercial loans. Under certain economic conditions, housing values may decline, which may increase the risk that the collateral values are not sufficient.

Commercial real estate loans generally present a higher level of credit risk than loans secured by residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effect of general economic conditions on income-producing properties, and the increased difficulty in evaluating and monitoring these types of

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loans. Furthermore, the repayment of commercial real estate loans is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced (for example, if leases are not obtained or renewed, a bankruptcy court modifies a lease term, or a major tenant is unable to fulfill its lease obligations), the borrower’s ability to repay the loan may be impaired.

Construction loans are originated to individuals to finance the construction of residential dwellings and are also originated for the construction of commercial properties, including hotels, apartment buildings, housing developments, and owner-occupied properties used for businesses. Construction loans generally provide for the payment of interest only during the construction phase, which is usually 12 to 18 months. At the end of the construction phase, the loan generally converts to a permanent residential or commercial mortgage loan. Construction loan risks include overfunding in comparison to the plans, untimely completion of work, and leasing and stabilization after project completion.

Commercial and industrial loans are generally secured by inventories, accounts receivable, and other business assets, which present collateral risk.

Consumer loans generally have higher interest rates and shorter terms than residential mortgage loans; however, they have additional credit risk due to the type of collateral securing the loan.

The following table presents the classifications of loans as of the dates indicated:


	June 30, 2025		December 31, 2024
(Dollars in thousands)

Real Estate:
Residential	$	329,324	$	337,990
Commercial	513,197		485,513
Construction	40,680		54,705
Commercial and Industrial	138,221		112,047
Consumer	57,376		70,508
Other	32,026		31,863
Total Loans	1,110,824		1,092,626
Allowance for Credit Losses	(9,722)		(9,805)
Loans, Net	$	1,101,102	$	1,082,821

Total unamortized net deferred loan fees were $962,000 and $846,000 at June 30, 2025 and December 31, 2024, respectively.

The Company uses a nine-point internal risk rating system to monitor the credit quality of the overall loan portfolio. The first five categories are not considered criticized and are aggregated as “pass” rated. The criticized rating categories used by management generally follow bank regulatory definitions. The special mention category includes assets that are currently protected but are below average quality, resulting in an undue credit risk, but not to the point of justifying a substandard classification. Loans in the substandard category have well-defined weaknesses that jeopardize the liquidation of the debt and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected. Loans classified as doubtful have all the weaknesses inherent in loans classified as substandard with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. Loans classified as loss are considered uncollectible and of such little value that continuance as an asset is not warranted.

The following tables present the Company’s loans by year of origination, loan segmentation and risk indicator summarized by the aggregate Pass and the criticized categories of Special Mention, Substandard and Doubtful within the internal risk rating system as of the dates indicated. There were no loans in the criticized category of Loss.

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	Classified Loans by Origination Year (as of June 30, 2025)
(dollars in thousands)	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Total
Real Estate:
Residential
Pass	$	7,549	$	16,026	$	30,975	$	44,745	$	39,933	$	166,466	$	18,949	$	324,643
Special Mention	360		—		—		1,564		—		—		—		1,924
Substandard	—		—		2,177		—		—		580		—		2,757
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—
Total	7,909		16,026		33,152		46,309		39,933		167,046		18,949		329,324
Commercial
Pass	37,424		67,424		62,539		68,464		81,053		177,880		1,840		496,624
Special Mention	—		5,875		524		—		3,417		1,678		—		11,494
Substandard	—		—		—		—		—		5,079		—		5,079
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—
Total	37,424		73,299		63,063		68,464		84,470		184,637		1,840		513,197
Construction
Pass	1,808		10,400		10,391		10,792		269		7,020		—		40,680
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—
Total	1,808		10,400		10,391		10,792		269		7,020		—		40,680
Commercial and Industrial
Pass	25,273		25,592		21,926		7,571		5,107		9,855		42,662		137,986
Special Mention	—		—		—		—		—		235		—		235
Substandard	—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—
Total	25,273		25,592		21,926		7,571		5,107		10,090		42,662		138,221
Consumer
Pass	373		574		7,200		23,929		10,901		5,243		9,034		57,254
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		32		90		—		122
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—
Total	373		574		7,200		23,929		10,933		5,333		9,034		57,376
Other
Pass	—		149		3,840		22,138		—		4,781		1,118		32,026
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—
Total	—		149		3,840		22,138		—		4,781		1,118		32,026
Total Loans	$	72,787	$	126,040	$	139,572	$	179,203	$	140,712	$	378,907	$	73,603	$	1,110,824
Gross Charge Offs	$	—	$	—	$	19	$	52	$	1	$	101	$	34	$	207

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	Classified Loans by Origination Year (as of December 31, 2024)
(dollars in thousands)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Total
Real Estate:
Residential
Pass	$	16,932	$	34,311	$	46,602	$	41,652	$	54,422	$	122,083	$	18,015	$	334,017
Special Mention	—		—		2,586		—		—		—		—		2,586
Substandard	—		—		50		—		—		1,337		—		1,387
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—
Total	16,932		34,311		49,238		41,652		54,422		123,420		18,015		337,990
Commercial
Pass	64,438		52,178		67,336		82,578		45,959		147,557		2,839		462,885
Special Mention	5,919		1,683		2,214		4,496		280		2,782		—		17,374
Substandard	—		—		175		—		—		5,079		—		5,254
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—
Total	70,357		53,861		69,725		87,074		46,239		155,418		2,839		485,513
Construction
Pass	11,987		21,145		14,342		269		—		—		—		47,743
Special Mention	—		—		—		—		6,962		—		—		6,962
Substandard	—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—
Total	11,987		21,145		14,342		269		6,962		—		—		54,705
Commercial and Industrial
Pass	33,295		25,063		12,280		5,546		4,374		4,530		20,338		105,426
Special Mention	—		200		—		—		—		3,221		3,200		6,621
Substandard	—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—
Total	33,295		25,263		12,280		5,546		4,374		7,751		23,538		112,047
Consumer
Pass	779		8,980		31,806		14,973		4,809		3,519		5,429		70,295
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		42		21		150		—		213
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—
Total	779		8,980		31,806		15,015		4,830		3,669		5,429		70,508
Other
Pass	178		4,039		21,877		27		571		4,553		618		31,863
Special Mention	—		—		—		—		—		—		—		—
Substandard	—		—		—		—		—		—		—		—
Doubtful	—		—		—		—		—		—		—		—
Loss	—		—		—		—		—		—		—		—
Total	178		4,039		21,877		27		571		4,553		618		31,863
Total Loans	$	133,528	$	147,599	$	199,268	$	149,583	$	117,398	$	294,811	$	50,439	$	1,092,626
Gross Charge Offs	$	—	$	46	$	329	$	57	$	54	$	52	$	114	$	652

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The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans as of the dates indicated:


	June 30, 2025
	Loans Current		30-59 Days Past Due		60-89 Days Past Due		90 Days Or More Past Due		Total Past Due		Non- Accrual		Total Loans
(Dollars in Thousands)

Real Estate:
Residential	$	324,568	$	2,999	$	125	$	—	$	3,124	$	1,632	$	329,324
Commercial	513,049		135		—		—		135		13		513,197
Construction	40,680		—		—		—		—		—		40,680
Commercial and Industrial	138,221		—		—		—		—		—		138,221
Consumer	56,841		411		2		—		413		122		57,376
Other	32,026		—		—		—		—		—		32,026
Total Loans	$	1,105,385	$	3,545	$	127	$	—	$	3,672	$	1,767	$	1,110,824


	December 31, 2024
	Loans Current		30-59 Days Past Due		60-89 Days Past Due		90 Days Or More Past Due		Total Past Due		Non- Accrual		Total Loans
(Dollars in Thousands)

Real Estate:
Residential	$	331,705	$	2,926	$	1,971	$	—	$	4,897	$	1,388	$	337,990
Commercial	484,959		366		—		—		366		188		485,513
Construction	54,705		—		—		—		—		—		54,705
Commercial and Industrial	112,047		—		—		—		—		—		112,047
Consumer	69,454		809		32		—		841		213		70,508
Other	31,863		—		—		—		—		—		31,863
Total Loans	$	1,084,733	$	4,101	$	2,003	$	—	$	6,104	$	1,789	$	1,092,626

Additional interest income that would have been recorded if the loans that were nonaccrual at June 30, 2025 were current was $29,000 and $81,000 for the three and six months ended June 30, 2025, respectively, and $21,000 and $40,000 for the three and six months ended June 30, 2024, respectively.

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The following table sets forth the amounts for amortized cost basis of loans on nonaccrual status, loans past due 90 days still accruing, and categories of nonperforming assets at the dates indicated.


	June 30, 2025
	Nonaccrual With No ACL		Nonaccrual With ACL		Loans Past Due 90 Days Still Accruing		Total Nonperforming Assets
(Dollars in Thousands)

Nonaccrual Loans:
Real Estate:
Residential	$	1,632	$	—	$	—	$	1,632
Commercial	13		—		—		13


Consumer	122		—		—		122
Total Nonaccrual Loans	$	1,767	$	—	$	—	1,767




Total Other Real Estate Owned							158

Total Nonperforming Assets							$	1,925


	December 31, 2024
	Nonaccrual With No ACL		Nonaccrual With ACL		Loans Past Due 90 Days Still Accruing		Total Nonperforming Assets
(Dollars in Thousands)

Nonaccrual Loans:
Real Estate:
Residential	$	1,388	$	—	$	—	$	1,388
Commercial	188		—		—		188


Consumer	213		—		—		213
Total Nonaccrual Loans	$	1,789	$	—	$	—	1,789




Total Other Real Estate Owned							—

Total Nonperforming Assets							$	1,789

No interest income on nonaccrual loans was recognized during the three and six months ended June 30, 2025 and June 30, 2024.

All modifications and refinancing, including those with borrowers that are experiencing financial difficulty are subject to the modification guidance in ASC 310-20. Loan modifications could meet the definition of a new loan if certain terms of the loan are modified to the benefit of the lender and the modification to the terms of the loan are more than minor. Both of these criteria have to be met to define the modification as a new loan. If a loan modification meets the criteria of new loan, then the new loan should include the remaining net investment in the original loan, additional funds advanced, fees received, and direct loan origination costs with the refinancing or restructuring. Additionally, the effective interest rate should be recalculated based on the amortized cost basis of the new loan and a reassessment of contractual cash flow. For the three and six months ended June 30, 2025 and June 30, 2024, there were no new loan modifications to borrowers experiencing financial difficulty.

The recorded investment of residential real estate loans for which formal foreclosure proceedings were in process according to applicable requirements of the local jurisdiction was $530,000 and $1.2 million at June 30, 2025 and December 31, 2024, respectively.

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The activity in the ACL - Loans is summarized below by primary segments for the periods indicated:


	Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Total
(Dollars in thousands)

March 31, 2025	$	2,896	$	3,128	$	1,227	$	1,748	$	586	$	234	$	9,819
Charge-offs	—		(19)		—		(5)		(47)		—		(71)
Recoveries	—		—		—		43		67		—		110
(Recovery) Provision for Credit Losses - Loans	(351)		295		(335)		160		99		(4)		(136)
June 30, 2025	$	2,545	$	3,404	$	892	$	1,946	$	705	$	230	$	9,722


	Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Total
(Dollars in thousands)

March 31, 2024	$	2,832	$	2,948	$	870	$	1,587	$	1,084	$	261	$	9,582

Charge-offs	—		—		—		—		(156)		—		(156)
Recoveries	2		—		—		46		41		—		89
Provision (Recovery) for Credit Losses - Loans	10		134		(126)		(148)		162		(20)		12
June 30, 2024	$	2,844	$	3,082	$	744	$	1,485	$	1,131	$	241	$	9,527


	Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Total
(Dollars in thousands)

December 31, 2024	$	2,926	$	3,103	$	1,264	$	1,584	$	687	$	241	$	9,805

Charge-offs	—		(19)		—		(5)		(183)		—		(207)
Recoveries	1		—		—		87		104		—		192
(Recovery) Provision for Credit Losses - Loans	(382)		320		(372)		280		97		(11)		(68)
June 30, 2025	$	2,545	$	3,404	$	892	$	1,946	$	705	$	230	$	9,722


	Real Estate Residential		Real Estate Commercial		Real Estate Construction		Commercial and Industrial		Consumer		Other		Total
(Dollars in thousands)

December 31, 2023	$	3,129	$	2,630	$	639	$	1,693	$	1,367	$	249	$	9,707

Charge-offs	—		—		—		(12)		(206)		—		(218)
Recoveries	11		—		—		89		68		—		168
(Recovery) Provision for Credit Losses - Loans	(296)		452		105		(285)		(98)		(8)		(130)
June 30, 2024	$	2,844	$	3,082	$	744	$	1,485	$	1,131	$	241	$	9,527

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Loans that do not share risk characteristics are evaluated on an individual basis. For loans that are individually evaluated and collateral dependent, financial loans where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the ACL - Loans is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. During the three and six months ended June 30, 2025, there were $5.6 million of loans that required specific valuation allowances of $70,000. During the three and six months ended June 30, 2024, there were no loans that required a credit loss to be individually assigned.

The Company’s allowance for credit losses on unfunded commitments is recognized as a liability (accrued interest payable and other liabilities on the Consolidated Statement of Financial Condition), with adjustments to the reserve recognized in provision for credit losses - unfunded commitments on the Consolidated Statement of Income. The Company’s activity in the allowance for credit losses on unfunded commitments for the periods indicated was as follows:


(in thousands)	Allowance for Credit Losses
Balance at March 31, 2025	$	583

Provision for Credit Losses - Unfunded Commitments	144
Balance at June 30, 2025	$	727


(in thousands)	Allowance for Credit Losses
Balance at March 31, 2024	$	605

Recovery for Credit Losses - Unfunded Commitments	(48)
Balance at June 30, 2024	$	557


(in thousands)	Allowance for Credit Losses
Balance at December 31, 2024	$	691

Provision for Credit Losses - Unfunded Commitments	36
Balance at June 30, 2025	$	727


(in thousands)	Allowance for Credit Losses
Balance at December 31, 2023	$	500

Provision for Credit Losses - Unfunded Commitments	57
Balance at June 30, 2024	$	557

Note 5. Derivatives and Hedging Activities

Derivatives Not Designated as Hedging Instruments

The Company has five risk participation agreements with financial institution counterparties for interest rate swaps related to loans in which it is a participant. The risk participation agreements provide credit protection to the financial institution should the borrower fail to perform on its interest rate derivative contract with the financial institution.

Derivatives Designated as Hedging Instruments

In October 2023, the Company entered into an interest rate swap contract that is designated as a fair value hedge to mitigate the risk of interest rate increases and the subsequent impact on the associated fixed rate mortgages. This contract matures on October 17, 2026, has a notional amount of $75.0 million and is benchmarked to SOFR. The Company expects the hedge to remain effective during the remaining term of the swap.

The following table depicts the credit value and fair value adjustments recorded related to the notional amount of derivatives outstanding and risk participation agreements with other financial institutions. These adjustments are included in Accrued Interest Payable and Other Liabilities on the Company's Consolidated Statement of Financial Condition.

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	June 30, 2025		December 31, 2024
(Dollars in Thousands)
Derivatives not Designated as Hedging Instruments
Risk Participation Agreements:
Credit Value Adjustment	$	(89)	$	(66)
Notional Amount	28,302		18,158
Derivatives Designated as Hedging Instruments
Interest rate swaps:
Fair Value Adjustment	(944)		(801)
Notional Amount	75,000		75,000

Note 6. Fair Value Disclosure

ASC Topic 820 “Fair Value Measurement” defines fair value and provides the framework for measuring fair value and required disclosures about fair value measurements. Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability at the transaction date. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used in valuation methods to determine fair value.

The three levels of fair value hierarchy are as follows:

Level 1 – Fair value is based on unadjusted quoted prices in active markets that are accessible to the Company for identical assets. These generally provide the most reliable evidence and are used to measure fair value whenever available.

Level 2 – Fair value is based on significant inputs, other than Level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets, quoted market prices in markets that are not active for identical or similar assets, and other observable inputs.

Level 3 – Fair value is based on significant unobservable inputs. Examples of valuation methodologies that would result in Level 3 classification include option pricing models, discounted cash flows, and other similar techniques.

This hierarchy requires the use of observable market data when available. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.

The majority of the Company’s securities are included in Level 2 of the fair value hierarchy. Fair values for Level 2 securities were primarily determined by a third-party pricing service using both quoted prices for similar assets, when available, and model-based valuation techniques that derive fair value based on market-corroborated data, such as instruments with similar prepayment speeds and default interest rates. The standard inputs that are normally used include benchmark yields of like securities, reportable trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data including market research publications.

The Company uses derivative instruments, including interest rate swaps and risk participation agreements, and the fair value of such instruments are calculated using accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative, considering the contractual terms of each derivative, and uses observable market-based inputs, such as interest rate curves and implied volatilities. Credit valuation adjustments are incorporated to appropriately reflect nonperformance risk and the respective counterparties' nonperformance risk in calculating fair value measurements. These instruments are classified as Level 2.

There were no transfers into or out of Level 3 during the six months ended June 30, 2025 or year ended December 31, 2024.

The following table presents the financial assets measured at fair value on a recurring basis and reported on the Consolidated Statements of Financial Condition as of the dates indicated, by level within the fair value hierarchy:

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	Fair Value Hierarchy	June 30, 2025		December 31, 2024
(Dollars in thousands)

ASSETS
Available-for-Sale Debt Securities
U.S. Government Agencies	Level 2	$	4,177	$	3,945
Obligations of States and Political Subdivisions	Level 2	3,452		3,347
Mortgage-Backed Securities - Government-Sponsored Enterprises	Level 2	49,691		50,363
Collateralized Mortgage Obligations - Government Sponsored Enterprises	Level 2	102,540		94,957
Collateralized Loan Obligations	Level 2	96,001		98,779
Corporate Debt	Level 2	10,420		8,123
Total Available-for-Sale Debt Securities		266,281		259,514

Equity Securities
Mutual Funds	Level 1	890		879
Other	Level 1	—		1,760
Total Equity Securities		890		2,639
Total Securities		$	267,171	$	262,153
Total Assets		$	267,171	$	262,153

LIABILITIES
Derivative Financial Liabilities
Interest Rate Swaps	Level 2	$	944	$	801
Risk Participation Agreements	Level 2	89		66
Total Liabilities		$	1,033	$	867

The following table presents the financial assets on the Consolidated Statements of Financial Condition measured at fair value on a nonrecurring basis as of the dates indicated by level within the fair value hierarchy for only those nonrecurring assets that had a fair value below the carrying amount. The table also presents the significant unobservable inputs used in the fair value measurements.

Financial Asset

Fair Value Hierarchy

June 30,
2025

Valuation
Techniques

Significant Unobservable Inputs

Range

Weighted Average

(Dollars in thousands)

Individually Evaluated Loans

Level 3

5,555

Appraisal of Collateral (1)

Appraisal Adjustments (2)

25.5%

Financial Asset

Fair Value Hierarchy

December 31,
2024

Valuation
Techniques

Significant Unobservable Inputs

Range

Weighted Average

(Dollars in thousands)

Individually Evaluated Loans

Level 3

5,244

Appraisal of Collateral (1)

Appraisal Adjustments (2)

26.2%

(1)Fair value is generally determined through independent appraisals of the underlying collateral, which may include various Level 3 inputs, which are not identifiable.

(2)Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses. The range and weighted average of appraisal adjustments and liquidation expense are presented as a percent of the appraisal.

Individually evaluated loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or fair value. Fair value is measured based on the value of the collateral securing the loans and is classified as Level 3 in the fair value hierarchy. At June 30, 2025, the fair value of these loans consisted of loan balances of $5.6 million less specific valuation allowances of $70,000. At December 31, 2024, the fair value of these loans consisted of loan balances of $5.6 million less specific valuation allowances of $398,000.

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The fair value of mortgage servicing rights ("MSRs") is determined by calculating the present value of estimated future net servicing cash flows, considering expected mortgage loan prepayment rates, discount rates, servicing costs and other economic factors, which are determined based on current market conditions. The expected rate of mortgage loan prepayments is the most significant factor driving the value of MSRs. MSRs are considered impaired if the carrying value exceeds fair value. Since the valuation model includes significant unobservable inputs as listed above, MSRs are classified as Level 3. At June 30, 2025 and December 31, 2024, the Company did not have any MSRs that would be required to be remeasured.

Other real estate owned ("OREO") properties are evaluated at the time of acquisition and recorded at fair value, less estimated selling costs. After acquisition, OREO is recorded at the lower of cost or fair value, less estimated selling costs. The fair value of an OREO property is determined from a qualified independent appraisal and is classified as Level 3 in the fair value hierarchy. As of June 30, 2025 and December 31, 2024, the Company did not have any OREO that would be required to be remeasured.

Financial instruments are defined as cash, evidence of an ownership in an entity, or a contract which creates an obligation or right to receive or deliver cash or another financial instrument from/to a second entity on potentially favorable or unfavorable terms.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. If no readily available market exists, the fair value estimates for financial instruments should be based upon management’s judgment regarding current economic conditions, interest rate risk, expected cash flows, future estimated losses and other factors, as determined through various option pricing formulas or simulation modeling. As many of these assumptions result from judgments made by management based upon estimates which are inherently uncertain, the resulting estimated fair values may not be indicative of the amount realizable in the sale of a particular financial instrument. In addition, changes in the assumptions on which the estimated fair values are based may have significant impact on the resulting estimated fair values.

As certain assets such as deferred tax assets and premises and equipment are not considered financial instruments, the estimated fair value of financial instruments would not represent the full value of the Company.

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


		June 30, 2025				December 31, 2024
	Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
(Dollars in thousands)

Financial Assets:
Cash and Due From Banks:
Interest-Earning	Level 1	$	50,487	$	50,487	$	39,332	$	39,332
Noninterest-Earning	Level 1	14,019		14,019		10,240		10,240
Securities	See Above	267,171		267,171		262,153		262,153
Loans Held for Sale	Level 2	512		512		900		900
Loans, Net	Level 3	1,101,102		1,077,932		1,082,821		1,045,104

Restricted Stock	Level 2	3,007		3,007		3,055		3,055
Mortgage Servicing Rights	Level 3	435		759		466		849
Accrued Interest Receivable	Level 2	5,819		5,819		5,586		5,586
Financial Liabilities:

Deposits	Level 2	1,309,432		1,309,037		1,283,517		1,284,494

Other Borrowed Funds
FHLB Borrowings	Level 2	20,000		19,951		20,000		20,004
Subordinated Debt	Level 2	14,738		14,092		14,718		14,206
Derivative Liabilities	Level 2	1,033		1,033		867		867
Accrued Interest Payable	Level 2	1,717		1,717		2,496		2,496

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Note 7. Commitments and Contingent Liabilities

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business primarily to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby and performance letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Statements of Financial Condition. The contract amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and performance letters of credit written is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

The Company maintains an ACL on unfunded commitments to provide for the risk of loss inherent in these arrangements. The Company is required to include unfunded commitments that are expected to be funded in the future within the allowance calculation, other than those that are unconditionally cancellable. To arrive at that reserve, the reserve percentage for each applicable segment is applied to the unused portion of the expected commitment balance and is multiplied by the expected funding rate. To determine the expected funding rate, the Company uses a historical utilization rate for each segment. The ACL on unfunded loan commitments is included in other liabilities on the Consolidated Statement of Financial Condition and the related expense is recorded in provision for credit losses - unfunded commitments in the Consolidated Statement of Income.

The following table presents the unused and available credit balances of financial instruments whose contracts represent credit risk at the dates indicated:


	June 30, 2025		December 31, 2024
(Dollars in thousands)

Standby Letters of Credit	$	630	$	605
Performance Letters of Credit	818		668
Construction Loans	45,277		41,118
Personal Lines of Credit	9,196		6,959
Overdraft Protection Lines	4,221		4,371
Home Equity Lines of Credit	29,942		27,504
Commercial Lines of Credit	106,512		86,362
Total Commitments	$	196,596	$	167,587

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 by the customer. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.

Performance letters of credit represent conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These instruments are issued primarily to support bid or performance-related contracts. The coverage period for these instruments is typically a one-year period with an annual renewal option subject to prior approval by management. Fees earned from the issuance of these letters are recognized upon expiration of the letter. For secured letters of credit, the collateral is typically Company deposit instruments or customer business assets. The Company recorded no liability associated with standby letters of credit as of June 30, 2025 and December 31, 2024.

Note 8. Leases

The Company evaluates all contracts at commencement to determine if a lease is present. In accordance with ASC Topic 842, leases are defined as either operating or finance leases. The Company’s lease contracts are all classified as operating leases and create operating right-of-use (“ROU”) assets and corresponding lease liabilities on the Consolidated Statements of Financial Condition. The leases are primarily ROU assets of land and building for branch and loan production locations. ROU assets are reported in Accrued Interest Receivable and Other Assets and the related lease liabilities in Accrued Interest Payable and Other Liabilities on the Consolidated Statements of Financial Condition.

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The following tables present the lease expense, ROU assets, weighted average term, discount rate and maturity analysis of lease liabilities for operating leases for the periods and dates indicated.


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
(Dollars in thousands)

Operating Lease Expense	$	123	$	99	$	240	$	176

Variable Lease Expense	12		8		24		16
Total Lease Expense	$	135	$	107	$	264	$	192


	June 30, 2025			December 31, 2024
(Dollars in thousands)

Operating Leases:
ROU Assets	$	2,648		$	2,761
Weighted Average Lease Term in Years	10.76			11.07
Weighted Average Discount Rate	4.23		%	4.18		%


	June 30, 2025
(Dollars in thousands)

Maturity Analysis:
Due in One Year	$	449
Due After One Year to Two Years	403
Due After Two Years to Three Years	395
Due After Three Years to Four Years	335
Due After Four to Five Years	265
Due After Five Years	1,674
Total	$	3,521
Less: Present Value Discount	798
Lease Liabilities	$	2,723

There were no new lease agreements which commenced during the three months ended June 30, 2025.

During the three months ended June 30, 2024, the Bank completed the sale and leaseback of a branch office located in Rostraver, Pennsylvania, for a sales price of $1.1 million. As a result, the Bank recorded a pre-tax net gain of $274,000. Concurrently, the Bank entered into a lease agreement with the purchaser under which the Bank leased the property for an initial term of 20 years with specified renewal options. The lease agreement includes a 2.0% annual rent escalation during the initial term and renewal terms, if exercised. The Bank recorded an operating lease ROU asset and corresponding lease liability of $1.0 million.

During the six months ended June 30, 2024, the Bank entered into a lease agreement under which the Bank leased retail property located in Uniontown, Pennsylvania. The lease agreement is for an initial term of five years with specific renewal options. The lease agreement includes a 2.5% annual rent escalation during the initial term and renewal terms, if exercised. The Bank recorded an operating lease ROU asset and corresponding lease liability of $410,000.

Note 9. Segment and Related Information

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate resources and in assessing performance. The Company's President and Chief Executive Officer functions as its CODM. At June 30, 2025 and December 31, 2024, the Company had one reportable segment, community banking services, upon which the CODM makes decisions regarding how to allocate resources and assess performance. Individual bank branches offer a group of similar services, including commercial, real estate and consumer loans, time deposits, checking and savings accounts all with similar operating and economic characteristics. While the CODM monitors the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis.

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The CODM uses net interest income, noninterest income and net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the Company, pursue acquisitions or pay out dividends. Net income is used to monitor budget versus actual results. These metrics and the Company's significant expense categories are disclosed on the Company's Consolidated Statements of Income.

Note 10. Stock Based Compensation

The following table presents stock option information for the period indicated.


	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years
Outstanding Options at December 31, 2024	377,088	$	23.65	5.7
Granted	—	—
Exercised	(49,537)	23.15
Forfeited	(38,904)	23.30
Outstanding Options at June 30, 2025	288,647	$	23.79	5.4

Exercisable Options at June 30, 2025	168,727	$	24.53	3.7

	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Service Period in Years
Nonvested Options at June 30, 2025	119,920	$	22.74	7.9

The following table presents restricted stock award information for the period indicated:


	Number of Shares	Weighted Average Grant Date Fair Value Price		Weighted Average Remaining Service Period in Years
Nonvested Restricted Stock at December 31, 2024	65,029	$	22.64	3.0
Granted	25,235	30.62
Vested	(16,063)	23.12
Forfeited	(310)	21.50
Nonvested Restricted Stock at June 30, 2025	73,891	$	25.27	3.4

The Company recognizes expense over a five-year vesting period for the restricted stock awards and stock options. Stock-based compensation expense related to restricted stock awards and stock options was $193,000 and $198,000 for the three months ended June 30, 2025 and 2024. Stock-based compensation expense was $416,000 and $376,000 for the six months ended June 30, 2025 and 2024.

As of June 30, 2025 and December 31, 2024, total unrecognized compensation expense was $489,000 and $701,000, respectively, related to stock options, and $1.6 million and $1.2 million, respectively, related to restricted stock awards.

Intrinsic value represents the amount by which the fair value of the underlying stock at June 30, 2025 and December 31, 2024 exceeds the exercise price of the stock options. The intrinsic value of stock options was $1.4 million and $1.9 million at June 30, 2025 and December 31, 2024, respectively.

At June 30, 2025 and December 31, 2024, there were 262,265 and 287,500 shares of common stock available and reserved under the 2024 Plan to be issued as restricted stock awards or units based on the terms of the Plan. At June 30, 2025, 25,235 shares have been granted under the 2024 Plan. The 2021 Plan shall remain in effect as long as any awards are outstanding, but as a result of the approval of the 2024 Plan, no more awards can be granted under the 2021 Plan.

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Note 11. Variable Interest Entities

The Company has an investment interest in the following non-consolidated entity that meets the definition of a variable interest entity ("VIE").

Low Income Housing Tax Credit Investments

The Company makes equity investments in an entity that sponsors affordable housing and other community development projects that qualify for the Low Income Housing Tax Credit ("LIHTC") program pursuant to Section 42 of the Internal Revenue Code. The purpose of this investment is not only to assist the Bank in meeting its responsibilities under the Community Reinvestment Act, but also to provide an investment return, primarily through the realization of tax benefits. The LIHTC partnership is managed by unrelated general partners that have the power to direct the activities which most significantly affect the performance of the partnership. The Company is therefore not the primary beneficiary of the LIHTC partnership and accordingly, does not consolidate this VIE.

The Company's funding requirements are limited to its invested capital and any additional unfunded commitments for future equity contributions. The Company's maximum exposure to loss as a result of its involvement is limited to the carrying amounts of the investments, including the unfunded commitments. The investment in the LIHTC partnership is included in Accrued Interest Receivable and Other Assets and unfunded commitments are included in Accrued Interest Payable and Other Liabilities on the Consolidated Statements of Financial Condition. The Company currently expects to fund these commitments by the end of 2035.

The following table presents the balances of the Company's LIHTC investments and related unfunded commitments:


	June 30, 2025		December 31, 2024
(Dollars in thousands)
Low Income Housing Tax Credit Investments	$	6,000	$	6,000
Less: Amortization	(116)		(55)
Net Low Income Housing Tax Credit Investments	$	5,884	$	5,945
Unfunded Commitments	$	4,641	$	4,995

The Company accounts for qualifying LIHTC investments under the proportional amortization method. Under this method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance as a component of income tax expense.

The following table presents other information related to the Company's low income housing tax credit investments:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
(dollars in thousands)
Tax Credits and Other Tax Benefits Recognized	$	25	$	—	$	75	$	—
Proportional Amortization Expense Included in Provision for Income Taxes	$	22	$	—	$	61	$	—

Note 12. Subsequent Events

The Company evaluated subsequent events through the date the consolidated financial statements were filed with the SEC and incorporated into the consolidated financial statements the effect of all material known events determined by Accounting Standards Codification ("ASC") 855, Subsequent Events, to be recognizable events.

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

This discussion should be read in conjunction with the unaudited consolidated financial statements, notes and tables included in this report. For further information, refer to the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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Forward-Looking Statements

This report contains certain “forward-looking statements” within the meaning of the federal securities laws. These statements are not historical facts, but rather statements based on the Company’s current expectations regarding its business strategies, intended results and future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions. Management’s ability to predict results or the effect of future plans or strategies is inherently uncertain. Factors which could affect actual results include, but are not limited to, the following:

•General and local economic conditions;

•Changes in market interest rates, deposit flows, demand for loans, real estate values and competition;

•Competitive products and pricing;

•The ability of our customers to make scheduled loan payments;

•Loan delinquency rates and trends;

•Our ability to manage the risks involved in our business;

•Our ability to integrate the operations of businesses we acquire;

•Our ability to control costs and expenses;

•Inflation, market and monetary fluctuations;

•Changes in federal and state legislation and regulation applicable to our business;

•Actions by our competitors; and

•Other factors disclosed in the Company’s periodic reports as filed with the Securities and Exchange Commission.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company assumes no obligation to update any forward-looking statements except as may be required by applicable law or regulation.

General

CB Financial Services is a bank holding company established in 2006 and headquartered in Carmichaels, Pennsylvania. CB Financial’s business activity is conducted primarily through its wholly owned bank subsidiary, Community Bank.

The Bank is a Pennsylvania-chartered commercial bank headquartered in Carmichaels, Pennsylvania. The Bank operates from nine branches in Greene, Allegheny, Washington, Fayette and Westmoreland Counties in southwestern Pennsylvania and three offices in Marshall and Ohio Counties in West Virginia. The Bank also has a loan production office in Allegheny County, a corporate center in Washington County and an operations center in Greene County, all of which are in Pennsylvania. The Bank is a community-oriented institution offering residential and commercial real estate loans, commercial and industrial loans, and consumer loans as well as a variety of deposit products for individuals and businesses in its market area.

Overview

The following discussion and analysis is presented to assist in the understanding and evaluation of our consolidated financial condition and results of operations. It is intended to complement the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q and should be read in conjunction therewith. The detailed discussion focuses on our consolidated financial condition as of June 30, 2025, compared to the consolidated financial condition as of December 31, 2024 and the consolidated results of operations for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024.

Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities. Our results of operations also are affected by our provision for credit losses, noninterest income and noninterest expense. Noninterest income consists primarily of fees and service charges on deposit accounts, income from bank-owned life insurance and other income. Noninterest expense consists primarily of expenses related to salaries and employee benefits, occupancy and equipment, data processing, contracted services, legal and professional fees, advertising, deposit and general insurance and other expenses.

Financial institutions like us, in general, are significantly affected by economic conditions, competition, and the monetary and fiscal policies of the federal government. Lending activities are influenced by the demand for and supply of housing, competition among lenders, interest rate conditions, and funds availability. Our operations and lending are principally concentrated in the southwestern Pennsylvania and Ohio Valley market areas.

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Explanation of Use of Non-GAAP Financial Measures

In addition to financial measures presented in accordance with U.S. GAAP, we present certain non-GAAP financial measures. We believe these non-GAAP financial measures provide useful information in understanding our underlying results of operations or financial position and our business and performance trends as they facilitate comparisons with the performance of other companies in the financial services industry. Non-GAAP adjusted items impacting the Company's financial performance are identified to assist investors in providing a complete understanding of factors and trends affecting the Company’s business and in analyzing the Company’s operating results on the same basis as that applied by management. Although we believe that these non-GAAP financial measures enhance the understanding of our business and performance, they should not be considered an alternative to GAAP or considered to be more important than financial results determined in accordance with GAAP, nor are they necessarily comparable with similar non-GAAP measures which may be presented by other companies. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found herein.

The interest income on interest-earning assets, net interest rate spread and net interest margin are presented on a fully tax-equivalent (“FTE”) basis. The FTE basis adjusts for the tax benefit of income on certain tax-exempt loans using the federal statutory income tax rate of 21.0%. We believe the presentation of net interest income on a FTE basis ensures comparability of net interest income arising from both taxable and tax-exempt sources and is consistent with industry practice.

The following table reconciles net interest income, net interest spread and net interest margin on a FTE basis for the periods indicated:


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
(Dollars in thousands)

Interest Income (GAAP)	$	18,760		$	18,939		$	36,606		$	36,926
Adjustment to FTE Basis	57			41			112			78
Interest Income (FTE) (Non-GAAP)	18,817			18,980			36,718			37,004
Interest Expense (GAAP)	6,220			7,469			12,756			13,864
Net Interest Income (FTE) (Non-GAAP)	$	12,597		$	11,511		$	23,962		$	23,140

Net Interest Rate Spread (GAAP)	2.91		%	2.44		%	2.76		%	2.55		%
Adjustment to FTE Basis	0.02			0.02			0.02			0.01
Net Interest Rate Spread (FTE) (Non-GAAP)	2.93		%	2.46		%	2.78		%	2.56		%

Net Interest Margin (GAAP)	3.54		%	3.18		%	3.40		%	3.27		%
Adjustment to FTE Basis	0.01			0.01			0.02			0.01
Net Interest Margin (FTE) (Non-GAAP)	3.55		%	3.19		%	3.42		%	3.28		%

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Tangible book value per common share is a non-GAAP measure calculated based on tangible common equity divided by period-end common shares outstanding. We believe this non-GAAP measure serves as a useful tool to help evaluate the strength and discipline of the Company's capital management strategies and as an additional, conservative measure of the Company’s total value.


	June 30, 2025		December 31, 2024
(Dollars in thousands, except share and per share data)

Stockholders' Equity (GAAP)	$	148,362	$	147,378
Goodwill and Other Intangible Assets, Net	(9,732)		(9,732)
Tangible Common Equity or Tangible Book Value (Non-GAAP) (Numerator)	$	138,630	$	137,646

Common Shares Outstanding (Denominator)	4,972,300		5,132,654

Book Value per Common Share (GAAP)	$	29.84	$	28.71

Tangible Book Value per Common Share (Non-GAAP)	$	27.88	$	26.82

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Consolidated Statements of Financial Condition Analysis

Assets

Total assets increased $36.4 million, or 2.5%, to $1.52 billion at June 30, 2025 compared to $1.48 billion at December 31, 2024.

Cash and Securities

•Cash and due from banks increased $14.9 million, or 30.1%, to $64.5 million at June 30, 2025, compared to $49.6 million at December 31, 2024.

•Securities increased $5.0 million, or 1.9%, to $267.2 million at June 30, 2025, compared to $262.2 million at December 31, 2024. The securities balance was primarily impacted by security purchases and an increase in the market value of the portfolio, partially offset by principal repayments on amortizing securities and the sale of equity securities.

Loans, Allowance for Credit Losses (ACL) and Credit Quality

•Total loans increased $18.2 million, or 1.7%, to $1.11 billion at June 30, 2025 compared to $1.09 billion at December 31, 2024. This was driven by increases in commercial real estate and commercial and industrial loans of $27.7 million and $26.2 million, respectively, partially offset by decreases in construction, consumer and residential real estate loans of $14.0 million, $13.1 million and $8.7 million, respectively. The decrease in consumer loans resulted from a reduction in indirect automobile loan production due to the discontinuation of this product offering as of June 30, 2023. This portfolio is expected to continue to decline as resources are allocated and production efforts are focused on more profitable commercial products. Excluding the $16.6 million decrease in indirect automobile loans, total loans increased $34.8 million, or 3.2%. Loan production totaled $97.0 million while $51.5 million of loans were paid off since December 31, 2024.

•The allowance for credit losses (ACL) was $9.7 million at June 30, 2025 and $9.8 million at December 31, 2024. As a result, the ACL to total loans was 0.88% at June 30, 2025 and 0.90% at December 31, 2024. The provision for credit losses recorded for the six months ended June 30, 2025 was a net recovery of $32,000. The provision for credit losses - loans was a $68,000 recovery and was primarily due to a reduction of reserve required for individually assessed loans and changes in loan concentrations, partially offset by additional reserve required for overall loan growth and a change in qualitative factors relating to economic conditions. The provision for credit losses - unfunded commitments was $36,000 and was due to an increase in unfunded commitments and an increase in funding rates.

•Net charge-offs for the six months ended June 30, 2025 were $15,000. Net charge-offs for the six months ended June 30, 2024 were $50,000, or 0.01% of average loans on an annualized basis.

•Nonperforming loans, which include nonaccrual loans and accruing loans past due 90 days or more, were $1.8 million at June 30, 2025 and December 31, 2024. Nonperforming loans to total loans ratio was 0.16% at June 30, 2025 and December 31, 2024.

Liabilities

Total liabilities increased $35.4 million, or 2.7%, to $1.37 billion at June 30, 2025 compared to $1.33 billion at December 31, 2024.

Deposits

•Total deposits increased $25.9 million, or 2.0%, to $1.31 billion as of June 30, 2025 compared to $1.28 billion at December 31, 2024. Interest-bearing demand, non interest-bearing demand and savings deposits increased $36.7 million, $10.8 million and $1.5 million, respectively while time deposits decreased $16.7 million and money market deposits decreased $6.3 million, respectively. This favorable change in the deposit mix was the result of an increased focus on building core banking relationships while strategically reducing time deposit-only relationships. Brokered time deposits totaled $79.0 million as of June 30, 2025 and $39.0 million as of December 31, 2024, all of which mature within three months and were utilized to fund the purchase of floating rate CLO securities. At June 30, 2025, FDIC insured deposits totaled approximately 61.0% of total deposits while an additional 14.8% of total deposits were collateralized with investment securities.

Accrued Interest Payable and Other Liabilities

•Accrued interest payable and other liabilities increased $9.5 million, or 59.6%, to $25.5 million at June 30, 2025, compared to $16.0 million at December 31, 2024 primarily due to the purchase of $9.0 million of syndicated loans not yet settled.

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Stockholders’ Equity

Stockholders’ equity increased $984,000, or 0.7%, to $148.4 million at June 30, 2025, compared to $147.4 million at December 31, 2024. The key factors positively impacting stockholders’ equity were $5.9 million of net income for the current year, a $2.9 million decrease in accumulated other comprehensive loss and $1.1 million of shares issued as a result of stock option exercises, partially offset by $6.8 million of treasury shares purchased under the stock repurchase program and the payment of $2.5 million in dividends since December 31, 2024.

Book value per common share (GAAP) was $29.84 at June 30, 2025 compared to $28.71 at December 31, 2024, an increase of $1.13. Tangible book value per common share (Non-GAAP) increased $1.06, or 4.0%, to $27.88 compared to $26.82 at December 31, 2024.

Consolidated Results of Operations for the Three Months Ended June 30, 2025 and 2024

Overview. Net income was $3.9 million for the three months ended June 30, 2025, an increase of $1.3 million compared to net income of $2.7 million for the three months ended June 30, 2024.

Net Interest and Dividend Income. Net interest and dividend income increased $1.1 million, or 9.3%, to $12.5 million for the three months ended June 30, 2025 compared to $11.5 million for the three months ended June 30, 2024. Net interest margin (GAAP) increased 36 basis points (bps) to 3.54% for the three months ended June 30, 2025 compared to 3.18% for the three months ended June 30, 2024. Fully Tax Equivalent (FTE) net interest margin (Non-GAAP) increased 36 bps to 3.55% for the three months ended June 30, 2025 compared to 3.19% for the three months ended June 30, 2024.

Interest and Dividend Income

•Interest and dividend income decreased $179,000, or 0.9%, to $18.8 million for the three months ended June 30, 2025 compared to $18.9 million the three months ended June 30, 2024.

◦Interest income on loans increased $822,000, or 5.6%, to $15.5 million for the three months ended June 30, 2025 compared to $14.7 million for the three months ended June 30, 2024. The average yield on loans increased 18 bps to 5.68% from 5.50% despite a 100bp reduction in the federal funds rate since September 2024. While this led to the downward repricing of variable and adjustable rate loans, the impact was negated by a reduction in lower yielding consumer loans due to the discontinuation of the indirect automobile loan product with the redeployment of those funds into higher yielding commercial loan products. The increase in the average yield caused a $489,000 increase in interest income on loans. Additionally, the average balance of loans increased $22.2 million to $1.10 billion from $1.08 billion, causing a $349,000 increase in interest income on loans.

◦Interest income on taxable investment securities increased $16,000, or 0.6%, to $2.9 million for the three months ended June 30, 2025 compared to $2.8 million for the three months ended June 30, 2024 driven by a $18.5 million increase in average balances, partially offset by a 26 bp decrease in average yield. The increase in volume was driven by a $22.9 million increase in the average balance of collateralized loan obligation (“CLO”) securities as the Bank executed a leverage strategy during 2024 to purchase these assets funded with cash reserves and brokered certificates of deposits. The decrease in the yield resulted from the reductions in the federal funds rates since September 2024.

◦Interest income on interest-earning deposits at other banks decreased $982,000 to $331,000 for the three months ended June 30, 2025 compared to $1.3 million for the three months ended June 30, 2024 driven by a 125 bp decrease in the average yield and a $67.7 million decrease in average balances. The decrease in the yield was primarily related to the reductions in the federal funds rate since September 2024.

Interest Expense

•Interest expense decreased $1.2 million, or 16.7%, to $6.2 million for the three months ended June 30, 2025 compared to $7.5 million for the three months ended June 30, 2024.

◦Interest expense on deposits decreased $1.3 million, or 19.0%, to $5.7 million for the three months ended June 30, 2025 compared to $7.1 million for the three months ended June 30, 2024. The cost of interest-bearing deposits declined 47 bps to 2.28% for the three months ended June 30, 2025 from 2.75% for the three months ended June 30, 2024 due to the change in the deposit mix and the recent Federal Reserve federal funds rate decreases. The decrease in the cost of interest-bearing deposits accounted for a $1.2 million reduction in interest expense. Average interest-bearing deposit balances decreased $27.2 million, or 2.6%, to $1.01 billion as of June 30, 2025 compared to $1.03 billion as of June 30, 2024, primarily as the Bank strategically reduced brokered deposits and time deposit only relationships. The decrease in average balances accounted for a $161,000 reduction in interest expense.

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Average Balances and Yields. The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. Average balances are derived from daily balances over the periods indicated. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. FTE yield adjustments have been made for tax exempt loan interest income utilizing a marginal federal income tax rate of 21.0% for the periods presented. As such, amounts will not agree to income as reported in the consolidated financial statements. The yields and costs for the periods indicated are derived by dividing annualized income or expense by the average balances of assets or liabilities, respectively, for the periods presented.


	Three Months Ended June 30,
	2025						2024
	Average Balance		Interest and Dividends		Yield/ Cost (1)		Average Balance		Interest and Dividends		Yield/ Cost (1)
(Dollars in thousands) (Unaudited)
Assets:
Interest-Earning Assets:
Loans, Net (2)	$	1,098,698	$	15,549	5.68	%	$	1,076,455	$	14,711	5.50	%
Debt Securities
Taxable	284,499		2,860		4.02		266,021		2,844		4.28

Equity Securities	1,000		9		3.60		2,693		27		4.01
Interest-Earning Deposits at Banks	33,564		331		3.94		101,277		1,313		5.19
Other Interest-Earning Assets	3,767		68		7.24		3,154		85		10.84
Total Interest-Earning Assets	1,421,528		18,817		5.31		1,449,600		18,980		5.27
Noninterest-Earning Assets	67,513						53,564
Total Assets	$	1,489,041					$	1,503,164
Liabilities and Stockholders' Equity:
Interest-Bearing Liabilities:
Interes

CB Financial Services, Inc. 10-Q