NewzIntel.com

Category: CTF

  • MIL-OSI USA: Luttrell, Guest Highlight Cybersecurity Concerns at U.S. Border

    Source:

    WASHINGTON — Congressmen Morgan Luttrell (R-TX) and Michael Guest (R-MS) urged the Department of Homeland Security to address potential cybersecurity concerns in systems used by U.S. Customs and Border Protection (CBP) at the border.

    CBP deploys advanced technology to secure our nation’s borders, including unmanned aerial systems, biometric identification systems, autonomous surveillance towers, land mobile radio communications, and the Border Enforcement Coordination Network. These critical operational systems require robust cybersecurity measures to protect against cyber threats that could compromise border security operations.

    In their letter, the members wrote:

    “We must defend our borders not only from physical threats, but from the growing danger in cyberspace. Our adversaries are getting smarter, faster, and more aggressive. That means our defenses must be sharper, stronger, and always one step ahead.”

    Under President Donald Trump’s second term in office, the southern border has witnessed unprecedented security — including record low illegal crossings and the construction of a border wall. The success of these efforts must not be diminished by vulnerabilities in the United States’ cybersecurity systems.

    Read the full letter here.

    MIL OSI USA News –

  • MIL-OSI USA: SCHUMER ANNOUNCES MAJOR STEP FORWARD FOR BUILDING NEW CAPITAL DISTRICT ARMORY FOR NY ARMY NATIONAL GUARD’S 42ND INFANTRY DIVISION HEADQUARTERS

    US Senate News:

    Source: United States Senator for New York Charles E Schumer

    Current 42nd Infantry Division HQ Armory Built in 1971 Has Long-Been Running Out Of Space, Technology, And Infrastructure Needed To Maintain US Army Division HQ And Support Training, Readiness, And Mission Requirements

    After Months Of Work, Schumer Just Secured New $90M Authorization – Unlocking The Funding Process – For Project In The FY 2026 Senate NDAA; Senator Is Pushing To Deliver $$ In Future Appropriations Bill For New, Consolidated National Guard Headquarters

    Schumer: NDAA Authorization Is A Major Step Forward For A New Armory For NY Army National Guard’s 42nd Infantry Division In Capital Region!

    U.S. Senator Chuck Schumer today announced a major step forward for building a new armory and readiness center for the NY Army National Guard’s 42nd Infantry Division Headquarters to be located in Colonie at the former site of the old Heritage Park minor league baseball stadium that was home to the Albany-Colonie Yankees. The long needed new HQ will also consolidate NY Army National Guard facilities currently located at Watervliet Arsenal, which is needed to maximize space and accommodate planned modernization and expansion projects at Watervliet Arsenal.

    Schumer explained the current armory does not meet Army division HQ requirements, and securing this authorization for funding in the Senate’s National Defense Authorization Act (NDAA) for Fiscal Year (FY) 2026 is a critical milestone that unlocks the funding process. The next step is to pursue funding in future appropriations. The $90 million authorization he secured to be eligible for the project in the Senate is a massive step forward for the NY Army National Guard which has long been pushing for a new modern expanded armory and readiness center.

    “This is a major step towards securing funding to build a new Armory for the 42nd Infantry Division, all while breathing new life into the former site of the Heritage Park minor league in Colonie. NY’s Army National Guard is critical to our national security, but the 42nd Infantry Division’s current headquarters was built over 50 years ago and needs more space to meet the Army’s growing requirements. When I heard the NY National Guard needed help to continue its vital mission and service in the Capital Region, I immediately got to work to secure this critical funding authorization so it can receive future appropriations funding in order to begin the process of building a new, modern facility,” said Senator Schumer. “This funding authorization in the Senate’s national defense bill is a major milestone for building a new state-of-the-art armory and readiness center for the Rainbow Division. I will continue to fight tooth and nail to secure this funding in future appropriations so we can get shovels in the ground for this new Armory.”

    Major General Ray Shields, Adjutant General, New York National Guard said, “Senator Schumer has delivered again for the New York Army National Guard – in the National Defense Authorization Act for FY2026 with $90M in authorized federal funds to build a new Readiness Center in Albany for the historic 42nd Infantry Division. Because of the Senator’s efforts to authorize this funding, we are one step closer to the construction of this new 140,000 square foot facility. The impact of this facility on the Division’s readiness will be significant and long lasting.”

    Schumer explained that the 42nd Infantry Division Armory in Troy was constructed in 1971 for a smaller organization, but the current Armory housing headquarters does not meet the Army’s minimum facility requirements, with the Division growing and needing a larger space. Simultaneously, the Watervliet Arsenal is modernizing its manufacturing facilities and production streams. However, as a result, this will displace the National Guard Division’s warehouses located on Watervliet Arsenal grounds by 2028. The New York Army National Guard will move the warehouses at Watervliet Arsenal to the site of the current Armory will continue to be used by the NYNG.

    Building a new, modernized Armory to house headquarters and consolidating warehouses, now at Watervliet, to the old Heritage Park site in Colonie would ensure that the 42nd Infantry Division has the centralization, resources, infrastructure, and capabilities needed to maintain the division’s mission readiness and its training and deployment activities.

    Albany County Executive Daniel P. McCoy said, “Building a new Capital District Armory on the former site of Heritage Park would be a win-win for both the NY Army National Guard’s 42nd Infantry Division and Albany County. A new division headquarters, on what has been a long vacant county-owned property, would accommodate the need for more space in a modern facility. It would also provide a nice shot in the arm for our restaurants and hotels in that area. I want to thank Senator Schumer for his continued efforts to move this forward and secure funding for what will be a transformational project. This state of the art center will keep the Division mission ready and be able to maintain vital training and preparation for deployments.” 

    Schumer took action to push for the federal funding needed to support the Army’s operations in the Capital Region. NY State has already provided $5 million to acquire a new Capital Region location for a headquarters facility near the Albany International Airport that is shovel-ready and capable of handling large military vehicles. The state has also delivered $10 million to advance design and has pledged to contribute an additional $30 million to bring this idea to life if the federal government is able to deliver the $90 million needed to complete the project.

    MIL OSI USA News –

  • MIL-OSI USA: SCHUMER SECURES PROVISION IN SENATE NATIONAL DEFENSE AUTHORIZATION BILL TO ADDRESS FORT DRUM’S LONG-NEEDED EXPANSION FOR MATERNAL HEALTH CARE TO SUPPORT MILITARY MOMS & FAMILIES ON BASE – AND AT RURAL…

    US Senate News:

    Source: United States Senator for New York Charles E Schumer

    Fort Drum Has History Of OB/GYN Staffing Shortage & Relying on Local Hospitals & Providers For Maternal Care; Amid Nationwide OB/GYN Shortage, Senator Says Department of Defense Needs To Boost Access To Maternal Health Care At Fort Drum & In Watertown, As Well As Military Installations Across The U.S.

    After Months Of Work, Schumer Just Secured Language In The Senate NDAA To Address The Longstanding Maternal Healthcare Issues At Fort Drum, Directing The DoD To Develop A Comprehensive Plan & Study Of The OB/GYN Shortage In The Greater Watertown Area

    Schumer: Fort Drum’s Military Moms & Families Deserve The Very Best When It Comes To HealthCare

    U.S. Senator Chuck Schumer today announced he has secured legislation in the Senate’s National Defense Authorization Act (NDAA) for Fiscal Year 2026 (FY26) to begin to address the long standing shortage of Obstetrician-Gynecologists (OB/GYNs) at Fort Drum. For years, Fort Drum has faced shortages of OB/GYNs, forcing soldiers and military families in need of maternal health care to seek care from local hospitals off base or to drive for hours when local care is unavailable.

    Schumer said if this language passes into the final NDDA it would require the Department of Defense (DoD) and the Defense Health Agency (DHA) to immediately begin work to create a comprehensive plan to expand OB/GYN care serving Fort Drum and the surrounding Watertown area.

    “Our Fort Drum military moms & families, who serve our nation proudly, deserve better access to vital maternal healthcare. But right now, our servicemembers at Fort Drum and their families often have to leave base to access the basic maternal healthcare they need. The bottom line is that we need to take better care of our brave military moms,” said Senator Schumer. “The North Country already experiences major shortages when it comes to recruiting OB/GYNs, and we can’t be forcing our military families who sacrifice so much to be stuck without the proper care they need when they move to our community in service to our country. That is why I am proud to have secured a provision in the Senate NDAA to put Fort Drum’s military moms & families’ first. This is a massive step in the right direction, and we need DoD to immediately address this urgent need to expand OB/GYN care at military installations and make sure families—both at Fort Drum and around the country—have what they need to be safe and healthy. Fort Drum is woven in the very fabric of the North Country, and our military families, military moms and those on the base deserve only the best when it comes to health care.”

    Fort Drum has a history of relying on the civilian healthcare network for primary health care, as well as specialty care provided by OB/GYNs. When Camp Drum became Fort Drum in 1974, the decision was made to not build a hospital on-post, and to instead only have a clinic, in order to integrate Fort Drum families with the local network in Watertown.

    Shortages of OB/GYN providers on base force those in need of maternal health care to seek care in the community for a multitude of reasons, which can range in urgency from routine check-ups to emergency childbirth. Samaritan Medical Center and Carthage Area Hospital serve Fort Drum soldiers and families with incredible dedication and top-notch medical care, but when their OB/GYNs are spread too thin, soldiers and families must travel over an hour and a half to Syracuse or farther for care. Schumer said this not only increases the risk to patients unnecessarily, but it also saddles soldiers with expenses that they are not eligible to be compensated for under the Department of Defense’s Joint Travel Regulation (JTR).

    To help fix the situation, Schumer proudly pushed for and successfully secured language in the Senate version of the NDAA to develop a plan & study the administrative and cost barriers to expanding OB/GYN care specifically in the Watertown area and to create a comprehensive plan to expand OB/GYN care serving Fort Drum. The provision also directs the Secretary of Defense to brief Congress on the plan December 1 of this year to ensure that there is no more delay in providing the Fort Drum community with reliable, high-quality maternal health care close to home.

    Schumer said the shortage of OB/GYNs at Fort Drum is part of a nationwide shortage, with particularly low access in rural areas. OB/GYNs have one of the highest attrition rates compared to most medical professions, and increased threats to OB/GYN safety driven by anti-abortion politics. Labor and delivery units, especially in rural areas, are currently closing nationwide due to low reimbursement, and with Medicaid paying for more than 40% of births across the country, even more L&D units are at risk. The recent GOP cuts to Medicaid – the largest in history – will force more units in rural parts of the country to close. This will exacerbate the already dire situation of limited access to critical OB/GYN care for those living on bases in rural America.

    Erika Flint, Executive Director, Fort Drum Regional Health Planning Organization, said “Ensuring access to high-quality OBGYN care for military members and their families continues to be a key focus for the local healthcare community. Maintaining this standard of care—locally and consistently—reflects a deep commitment to the well-being of those who serve. We appreciate the support and attention given to this issue by Senator Schumer, which affects our North Country families, both civilian and military alike.”

    MIL OSI USA News –

  • MIL-OSI USA: SCHUMER SECURES PROVISION IN SENATE NATIONAL DEFENSE AUTHORIZATION BILL TO ADDRESS FORT DRUM’S LONG-NEEDED EXPANSION FOR MATERNAL HEALTH CARE TO SUPPORT MILITARY MOMS & FAMILIES ON BASE – AND AT RURAL…

    US Senate News:

    Source: United States Senator for New York Charles E Schumer

    Fort Drum Has History Of OB/GYN Staffing Shortage & Relying on Local Hospitals & Providers For Maternal Care; Amid Nationwide OB/GYN Shortage, Senator Says Department of Defense Needs To Boost Access To Maternal Health Care At Fort Drum & In Watertown, As Well As Military Installations Across The U.S.

    After Months Of Work, Schumer Just Secured Language In The Senate NDAA To Address The Longstanding Maternal Healthcare Issues At Fort Drum, Directing The DoD To Develop A Comprehensive Plan & Study Of The OB/GYN Shortage In The Greater Watertown Area

    Schumer: Fort Drum’s Military Moms & Families Deserve The Very Best When It Comes To HealthCare

    U.S. Senator Chuck Schumer today announced he has secured legislation in the Senate’s National Defense Authorization Act (NDAA) for Fiscal Year 2026 (FY26) to begin to address the long standing shortage of Obstetrician-Gynecologists (OB/GYNs) at Fort Drum. For years, Fort Drum has faced shortages of OB/GYNs, forcing soldiers and military families in need of maternal health care to seek care from local hospitals off base or to drive for hours when local care is unavailable.

    Schumer said if this language passes into the final NDDA it would require the Department of Defense (DoD) and the Defense Health Agency (DHA) to immediately begin work to create a comprehensive plan to expand OB/GYN care serving Fort Drum and the surrounding Watertown area.

    “Our Fort Drum military moms & families, who serve our nation proudly, deserve better access to vital maternal healthcare. But right now, our servicemembers at Fort Drum and their families often have to leave base to access the basic maternal healthcare they need. The bottom line is that we need to take better care of our brave military moms,” said Senator Schumer. “The North Country already experiences major shortages when it comes to recruiting OB/GYNs, and we can’t be forcing our military families who sacrifice so much to be stuck without the proper care they need when they move to our community in service to our country. That is why I am proud to have secured a provision in the Senate NDAA to put Fort Drum’s military moms & families’ first. This is a massive step in the right direction, and we need DoD to immediately address this urgent need to expand OB/GYN care at military installations and make sure families—both at Fort Drum and around the country—have what they need to be safe and healthy. Fort Drum is woven in the very fabric of the North Country, and our military families, military moms and those on the base deserve only the best when it comes to health care.”

    Fort Drum has a history of relying on the civilian healthcare network for primary health care, as well as specialty care provided by OB/GYNs. When Camp Drum became Fort Drum in 1974, the decision was made to not build a hospital on-post, and to instead only have a clinic, in order to integrate Fort Drum families with the local network in Watertown.

    Shortages of OB/GYN providers on base force those in need of maternal health care to seek care in the community for a multitude of reasons, which can range in urgency from routine check-ups to emergency childbirth. Samaritan Medical Center and Carthage Area Hospital serve Fort Drum soldiers and families with incredible dedication and top-notch medical care, but when their OB/GYNs are spread too thin, soldiers and families must travel over an hour and a half to Syracuse or farther for care. Schumer said this not only increases the risk to patients unnecessarily, but it also saddles soldiers with expenses that they are not eligible to be compensated for under the Department of Defense’s Joint Travel Regulation (JTR).

    To help fix the situation, Schumer proudly pushed for and successfully secured language in the Senate version of the NDAA to develop a plan & study the administrative and cost barriers to expanding OB/GYN care specifically in the Watertown area and to create a comprehensive plan to expand OB/GYN care serving Fort Drum. The provision also directs the Secretary of Defense to brief Congress on the plan December 1 of this year to ensure that there is no more delay in providing the Fort Drum community with reliable, high-quality maternal health care close to home.

    Schumer said the shortage of OB/GYNs at Fort Drum is part of a nationwide shortage, with particularly low access in rural areas. OB/GYNs have one of the highest attrition rates compared to most medical professions, and increased threats to OB/GYN safety driven by anti-abortion politics. Labor and delivery units, especially in rural areas, are currently closing nationwide due to low reimbursement, and with Medicaid paying for more than 40% of births across the country, even more L&D units are at risk. The recent GOP cuts to Medicaid – the largest in history – will force more units in rural parts of the country to close. This will exacerbate the already dire situation of limited access to critical OB/GYN care for those living on bases in rural America.

    Erika Flint, Executive Director, Fort Drum Regional Health Planning Organization, said “Ensuring access to high-quality OBGYN care for military members and their families continues to be a key focus for the local healthcare community. Maintaining this standard of care—locally and consistently—reflects a deep commitment to the well-being of those who serve. We appreciate the support and attention given to this issue by Senator Schumer, which affects our North Country families, both civilian and military alike.”

    MIL OSI USA News –

  • MIL-OSI USA: Luján Secures Nearly $190 Million in Federal Investments for New Mexico in Committee-Passed Appropriations Bills

    US Senate News:

    Source: United States Senator Ben Ray Luján (D-New Mexico)

    Washington, D.C. – Today, U.S. Senator Ben Ray Luján (D-N.M.) announced funding secured for New Mexico communities through the Appropriations Committee’s bipartisan passage of the Fiscal Year (FY) 2026 Military Construction, Veterans Affairs, and Related Agencies (MilCon-VA) Appropriations Bill and Fiscal Year (FY) 2026 Commerce, Justice, Science, and Related Agencies (CJS) Appropriations Bill.

    From both appropriations bills, Senator Luján secured $189,820,000 for key local projects that will strengthen our national security, boost violence intervention programs, and equip law enforcement with the resources needed to keep New Mexico communities safe.  

    “Across New Mexico, these vital investments will deliver resources to enhance public safety in our communities and upgrade infrastructure at our military bases to boost our military’s readiness and safety,” said Senator Luján. “This funding will equip our brave law enforcement officers with the tools they need to protect New Mexicans, support programs aimed at reducing youth violence and violence in Tribal communities, and reinforce critical infrastructure at our military bases. I’m proud to have fought to secure these investments for our communities, and I’ll continue working to deliver the federal support our families and communities need and deserve.”

    The Committee process is the first step, and the appropriations bills will next be considered by the full U.S. Senate.

    Senator Luján Secured Nearly $190 Million for the Following Local Projects:

    Strengthening New Mexico’s Air Force Bases:

    • $90,000,000 for Cannon Air Force Base to construct a 192-bed dormitory. Secured by Senator Luján and Senator Heinrich.
    • $83,000,000 for Kirtland Air Force Base to construct a Space Rapid Capabilities Office. Secured by Senator Luján and Senator Heinrich.
    • $8,100,000 for infrastructure upgrades at Cannon Air Force Base, specifically for ADAL Security Forces Facility. Secured by Senator Luján and Senator Heinrich.
    • $2,000,000 for infrastructure upgrades at Kirtland Air Force Base, specifically for the design for the Wyoming Gate Project. Secured by Senator Luján and Senator Heinrich.
    • $700,000 for infrastructure upgrades at Holloman Air Force Base, specifically for the design for the Holloman High Speed Test Track. Secured by Senator Luján and Senator Heinrich.

    Boosting Public Safety Throughout New Mexico:

    • $1,069,000 for the City of Albuquerque’s Real Time Crime Center for the purchase of law enforcement technology.
    • $1,042,000 for Bernalillo County Sheriff’s Office to purchase a new fleet of vehicles.
    • $1,031,000 for the New Mexico Department of Public Safety Police to provide 5G technology in fleet vehicles. Secured by Senator Luján, Senator Heinrich, and Representative Stansbury in the House-companion bill.
    • $1,000,000 for UNM Office of the Medical Investigator DNA processing laboratory to allow for the purchase of equipment for DNA identification. Secured by Senator Luján and Senator Heinrich.
    • $500,000 for Bernalillo County public safety technology upgrades to address high rates of crime in the Albuquerque metro area. Secured by Senator Luján, Senator Heinrich, and Representative Vasquez in the House-companion bill.
    • $250,000 for the San Juan County Partnership’s Law Enforcement Assisted Diversion (LEAD) program to assist in mitigating individuals with substance use disorder or mental/behavioral health challenges from continuously interacting with law enforcement.

    Funding Violence Intervention and Prevention Programs:

    • $1,0350,000 for the City of Albuquerque’s expansion of school-based violence intervention program to assist at risk students by improving grades and reducing youth violence.
    • $93,000 for the Coalition to Stop Violence Against Native women to address challenges in domestic violence and sexual violence in Tribal communities.

    MIL OSI USA News –

  • MIL-OSI USA: Luján Statement on Latest CBO Analysis of Final Republican Budget Bill

    US Senate News:

    Source: United States Senator Ben Ray Luján (D-New Mexico)

    Nonpartisan Congressional Budget Office Predicts Republican Bill Will Add $3.4 Trillion to National Debt

    Washington, D.C. – U.S. Senator Ben Ray Luján (D-N.M.), a member of the Senate Budget Committee, issued the following statement after the nonpartisan Congressional Budget Office (CBO) published analysis that the final version of the Republican Budget Betrayal will add $3.4 trillion to the national debt over the next 10 years:

    “The latest CBO analysis confirms what we’ve known all along: the Republican budget betrayal will deal a devastating blow to our nation’s fiscal future and harm New Mexico families.

    “This law will rip health care away from millions of Americans, take food off the tables of hungry children, and pile an additional $3.4 trillion to the national debt. To satisfy President Trump’s demands, Congressional Republicans rushed through a reckless plan that cuts critical lifelines for working families, all to hand out massive tax breaks to the ultra-wealthy and big corporations.

    “The facts are clear: Congressional Republicans turned a blind eye and pushed through legislation that hurts children, families, and seniors, and leaves the American people to foot the bill.”

    Senator Luján backed a series of amendments and motions to the Republican reconciliation bill aimed at protecting access to health care and nutrition programs and lowering costs for New Mexicans. Senate Republicans blocked these common-sense proposals from Senator Luján and Senate Democrats. 

    MIL OSI USA News –

  • MIL-OSI Canada: A new partnership for economic cooperation

    Source: Government of Canada regional news (2)

    MIL OSI Canada News –

  • MIL-OSI USA: Case To Host Another Live District-Wide Tele-Talk Story July 29th

    Source: United States House of Representatives – Congressman Ed Case (Hawai‘i – District 1)

    (Washington, DC) – U.S. Representative Ed Case (HI-01), now in his sixth full term in the U.S. House, will host another live virtual Tele-Talk Story with constituents on Tuesday, July 29, 2025. The event will be broadcast live on his Facebook page at @repedcase and on his official web site at https://case.house.gov/events/.

    “It is critical to my representation of a very diverse district in Congress that I communicate openly and frequently with my over 700,000 constituents in all possible ways,” said Case. “My regular in-person and virtual live districtwide events, at which I report back from Congress, listen to concerns and guidance and answer questions, have been a central part of my connection with my district throughout my time on Capitol Hill.”

    Since returning to Congress in 2019 representing Hawaii’s First Congressional District (Honolulu from Makapu’u to Mililani and Kapolei), Case has held 55 live districtwide in-person and virtual Talk Story meetings with his constituents, including throughout COVID-19. Case also served in Congress representing Hawaii’s Second Congressional District (Windward, North Shore, West O’ahu and all other islands) from 2002 to 2007, during which he hosted 172 live in-person Talk Story community meetings throughout the islands in order to reach a far more dispersed constituency.

    To broaden his 1st Congressional community outreach, Case also this year initiated his Walk Stories, in which he spends a week home from Capitol Hill randomly walking communities throughout his district, talking with his constituents where they live, work and play. He has completed two Walk Stories, as follows:  

    1.   In July, Case walked the communities of Pālolo, Kaimukī , Mō‘ili‘ili, Kalihi, Salt Lake, Āliamanu, Foster Village, Moanalua, Hālawa and ‘Aiea.

    2.   In April, Case walked parts of Kalama Valley, Niu Valley, ‘Āina Haina, Wai‘alae, Nui Valley, McCully, Pearlridge, Waimalu, Pearl City, Pacific Palisades, Mililani Mauka, Waipi‘o Acres, Waipahu, ‘Ewa Beach, ‘Ewa Villages, Kalaeloa and Kapolei.

    To join Case’s July 29th Tele-Talk Story, constituents can call during the Talk Story at (855) 274-9528 or go to https://case.house.gov/live/ or https://www.facebook.com/RepEdCase/ for a live broadcast or anytime during the Talk Story.

    Questions can be submitted in advance by emailing the Congressman at ed.case@mail.house.gov or, during the Talk Story, on his Facebook page at https://www.facebook.com/RepEdCase/.

    ###

    MIL OSI USA News –

  • MIL-OSI Submissions: ‘Eat the rich’ — Why horror films are taking aim at the ultra-wealthy

    Source: The Conversation – Canada – By Heather Roberts, PhD Candidate in Screen Cultures and Curatorial Studies, Queen’s University, Ontario

    Samara Weaving in the horror film ‘Ready or Not.’ Weaving plays Grace, a bride who must survive until dawn on her wedding day as her in-laws hunt her down. (Searchlight Pictures)

    This story contains spoilers about ‘Ready or Not’ and ‘The Menu.’

    When Amazon founder Jeff Bezos and fiancée Lauren Sánchez held their lavish three-day wedding celebration in Venice recently, it wasn’t just a party — it was a spectacle of wealth, reportedly costing between US$47 million and US$56 million.

    Critics highlighted the environmental toll of such an event on the fragile, flood-prone city, while protesters took to the streets to condemn the wedding as a tone-deaf symbol of oligarchical wealth at a time when many can’t afford to pay rent, let alone rent an island.

    The excessive show of opulence felt like the opening of a horror film, and lately, that’s exactly what horror has been giving us. In films like Ready or Not (2019) and The Menu (2022), the rich aren’t simply out of touch; they’re portrayed as predators, criminals or even monsters.



    Read more:
    Horror comedy ‘The Menu’ delves into foodie snobbery when you’re dying for a cheeseburger

    These “eat-the-rich” films channel widespread anxieties about the current socioeconomic climate and increasing disillusionment with capitalist systems.

    In a world where the wealthy and powerful often seem to act with impunity, these films expose upper-class immorality and entitlement, and offer revenge fantasies where those normally crushed by the system fight back or burn it all down.

    Horror takes aim at the wealthy

    Originally a quote from social theorist Jean-Jacques Rousseau during the French Revolution, “eat the rich” has re-emerged in recent years in public protests and on social media in response to increasing socioeconomic inequality.

    In cinema, eat-the-rich films often use grotesque hyperbole or satire to reveal and critique capitalist systems and the behaviours of the wealthy elite.

    Film scholar Robin Wood argues that horror films enact a return of what is repressed by dominant bourgeois — that is, capitalist — ideology, typically embodied by the figure of the monster.

    He cites The Texas Chain Saw Massacre (1974), a classic example of anti-capitalist sentiment in horror that depicts Leatherface (Gunnar Hansen) and his working-class family as monstrous victims of the 1970s industrial collapse. Rather than accept repression, they return as cannibalistic monsters, making visible the brutality of capitalist systems that exploit and degrade people like obsolete commodities.

    But in eat-the-rich horror, it is the wealthy themselves who become the monsters. The locus of repression becomes their privilege, which is often built on exploitation, inequality and invisible or normalized forms of harm.

    These films render these abstract systems tangible by making the elite’s monstrosity visible, literal and grotesque.

    Revenge horror for the 99 per cent

    Recent horror films are increasingly using genre conventions to critique wealth, privilege and the systems that sustain them.

    Ready or Not turns the rich into bloodthirsty monsters who maintain their fortune through satanic rituals and human sacrifice. Grace (Samara Weaving) marries into the Le Domas family, board game magnates who initiate new family members with a deadly game of hide-and-seek. She must survive until dawn while her new in-laws hunt her down to fulfil a demonic pact.

    The film critiques the idea of inherited wealth as something earned or honourable, combining humour and horror to reflect anxieties about class entrenchment and the moral decay of the elite.

    Trailer for the 2019 horror film ‘Ready or Not.’

    The Le Domases are monstrous not only for their violence, but for how casually they justify it. When several maids are accidentally killed in the chaos, they react with self-pity, indifferent to who must be sacrificed to maintain their wealth.

    In The Menu, the rich are portrayed as monstrous not through physical violence, but through their moral failings — like financial crimes and infidelity — and their hollow consumption of culture.

    Celebrity chef Julian Slowik (Ralph Fiennes) lures wealthy foodies to his exclusive island restaurant, using food as a weaponized form of art to expose guests’ hypocrisy and misdeeds. In one scene, guests are served tortillas laser-printed with incriminating images, such as banking records and evidence of fraudulent activity.

    The tortilla scene from the 2022 horror film ‘The Menu.’

    The film criticizes consumption in an industry where food is no longer a source of enjoyment or sustenance, but a status symbol for the elite to display their wealth and taste.

    Why these films are striking a nerve now

    It’s no surprise that audiences are turning to horror to make sense of systems that feel increasingly bleak and inescapable. In Canada, the cost of living continues to outpace wages, housing affordability remains an issue for many, while grocery prices are a source of horror in their own right.

    A university degree, once considered a reliable path to stability, no longer guarantees the financial security of a salaried job. Many Canadians now rely on gig economy jobs as supplementary income.

    Meanwhile, the wealth gap is increasing and obscene displays of wealth — like a multi-million-dollar wedding — can feel disconnected, even offensive, to people experiencing financial precarity.

    Eat-the-rich films tap into this collective sense of injustice, transforming economic and social anxieties into a cathartic spectacle where ultra-wealthy villains are held accountable for their actions.

    Margot, played by Anya Taylor-Joy, and executive chef Julian Slowik, played by Ralph Fiennes, in ‘The Menu.’
    (Eric Zachanowich/Searchlight Pictures)

    At the end of Ready or Not, the members of the Le Domas family explode one by one and their mansion burns down. In The Menu, the guests are dressed up like s’mores and immolated. In both films, fire serves as a symbolic cleansing of the wealthy, their power and the systems that protect them.

    More than that, these films provide someone to root for: working-class protagonists who are targeted by the elite but ultimately survive. Former foster child Grace fights her way through a pack of murderous millionaires, while escort Margot/Erin (Anya Taylor-Joy) is spared when she rejects the pretentiousness of fine dining and orders a humble cheeseburger instead.

    In this way, horror becomes a form of narrative resistance, illustrating class rage through characters who refuse to be consumed by the systems trying to oppress them. While inequality and exploitation persist in reality, eat-the-rich films offer escape, and even justice, on screen.

    Heather Roberts does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

    – ref. ‘Eat the rich’ — Why horror films are taking aim at the ultra-wealthy – https://theconversation.com/eat-the-rich-why-horror-films-are-taking-aim-at-the-ultra-wealthy-260550

    MIL OSI –

  • MIL-OSI Russia: 155th Joint Mekong River Patrol Begins

    Translation. Region: Russian Federal

    Source: People’s Republic of China in Russian – People’s Republic of China in Russian –

    An important disclaimer is at the bottom of this article.

    Source: People’s Republic of China – State Council News

    KUNMING, July 22 (Xinhua) — Law enforcement agencies from China, Laos, Myanmar and Thailand on Tuesday launched the 155th joint patrol of the Mekong River to combat cross-border crime.

    The patrol officially began at around 9 a.m. Tuesday, when three Chinese vessels left Jingha Port in southwest China’s Yunnan Province. Patrol vessels from Laos and Myanmar also set out from ports in Laos and Myanmar at the same time, heading to a pre-designated area.

    The four-day, three-night joint patrol involves more than 100 law enforcement officers from China, Laos, Myanmar and Thailand, as well as seven patrol vessels from those countries, excluding Thailand. The mission will include combined water-land inspections and training in some key waters on the Mekong River, aimed at combating drug trafficking, fraud, smuggling and illegal migration.

    During the patrol, the relevant law enforcement agencies of the four countries will also hold an information-sharing meeting in Chiang Saen, Thailand, to review the security situation in the Lancang-Mekong basin and identify priority areas for further cooperation.

    The previous joint patrol ended at the end of June this year. During it, representatives of the joint patrol group organized various preventive actions in villages, schools and enterprises in the coastal zone, distributing more than 1,000 anti-drug leaflets and 4,000 educational materials.

    The Mekong River, known in China as the Lancangjiang, is one of the most important waterways for transboundary shipping in Southeast Asia. Joint patrols of the Mekong involving China, Laos, Myanmar and Thailand have been conducted since December 2011. –0–

    Please note: This information is raw content obtained directly from the source of the information. It is an accurate report of what the source claims and does not necessarily reflect the position of MIL-OSI or its clients.

    .

    MIL OSI Russia News –

  • MIL-OSI Russia: Foreign Ministers of Azerbaijan and Georgia Discuss Bilateral Cooperation and Regional Projects

    Translation. Region: Russian Federal

    Source: People’s Republic of China in Russian – People’s Republic of China in Russian –

    An important disclaimer is at the bottom of this article.

    Source: People’s Republic of China – State Council News

    Tbilisi, July 22 (Xinhua) — Georgian Foreign Minister Maka Bochorishvili and Azerbaijani Foreign Minister Jeyhun Bayramov held talks in Tbilisi to discuss key areas of bilateral and regional cooperation, the Georgian Foreign Ministry said on Tuesday.

    The parties exchanged views on strengthening political dialogue, cooperation in the areas of energy, transport and trade, and also touched upon current challenges in the area of regional security.

    Following the talks, a joint press conference was held. M. Bochorishvili emphasized the importance of ensuring sustainable peace and stability in the South Caucasus, expressing hope for the earliest possible achievement of a peace agreement between Azerbaijan and Armenia. The head of the Georgian Foreign Ministry placed special emphasis on the trilateral format of cooperation between Azerbaijan, Georgia and Armenia. “We believe that we have the potential to continue cooperation between the three countries in this format,” she said.

    J. Bayramov, for his part, confirmed the unwavering support for Georgia’s territorial integrity and highly appreciated the level of political relations between the two states. He noted that in the first five months of 2025, bilateral trade turnover exceeded USD 330 million, which is 20 percent more than in the same period last year. In addition, as the minister added, Azerbaijan continues to be one of the largest foreign investors in the Georgian economy with a total investment of over USD 3.6 billion.

    J. Bayramov emphasized the strategic importance of joint infrastructure projects, including the Baku-Tbilisi-Ceyhan oil pipeline, the Southern Gas Corridor and the Baku-Tbilisi-Kars railway. According to him, these projects contribute to the expansion of regional connectivity and have great international potential.

    During the talks, the parties also discussed the development of a cross-border project to deliver renewable energy from Azerbaijan through Georgia and the Black Sea to the European market and ways to improve the efficiency of cargo transportation along the Middle Corridor. –0–

    Please note: This information is raw content obtained directly from the source of the information. It is an accurate report of what the source claims and does not necessarily reflect the position of MIL-OSI or its clients.

    .

    MIL OSI Russia News –

  • MIL-OSI Russia: Iran FM: Lifting sanctions, respecting country’s nuclear rights necessary to resume talks with US

    Translation. Region: Russian Federal

    Source: People’s Republic of China in Russian – People’s Republic of China in Russian –

    An important disclaimer is at the bottom of this article.

    Source: People’s Republic of China – State Council News

    TEHRAN, July 22 (Xinhua) — Iranian Foreign Minister Abbas Araghchi said on Tuesday that his country is ready to resume indirect talks with the United States on the condition that sanctions are lifted and Tehran’s right to use nuclear technology for “peaceful” purposes is respected.

    The diplomat made the statement at a meeting with members of the Iranian parliament’s National Security and Foreign Policy Committee, as reported by the official Iranian news agency IRNA, citing committee member Yaghub Rezazadeh.

    According to the legislator, A. Araghchi noted that “if sanctions are lifted and Iran’s right to use peaceful nuclear technologies is respected, indirect negotiations with the United States will take place before the issue of /activating/ the sanctions rollback mechanism is raised in October.”

    The sanctions snapback mechanism is part of the 2015 Iran nuclear deal, formally known as the Joint Comprehensive Plan of Action (JCPOA). It allows other parties to reimpose all international sanctions if Iran fails to comply with the agreement.

    As Y. Rezazadeh pointed out, in addition, the head of the Ministry of Foreign Affairs announced preparations for negotiations on the Iranian nuclear program between Iran and Russia, as well as a meeting of representatives of Iran and three European countries – France, Great Britain and Germany, which is scheduled to take place on July 25 in Istanbul and will be devoted to the same issue.

    Iran signed the JCPOA with six countries – Britain, China, France, Germany, Russia and the United States – in July 2015. Under the deal, Tehran agreed to curb its nuclear program in exchange for sanctions relief.

    In 2018, the United States unilaterally withdrew from the deal and reimposed sanctions on Iran, prompting Tehran to begin gradually backtracking on its nuclear commitments. –0–

    Please note: This information is raw content obtained directly from the source of the information. It is an accurate report of what the source claims and does not necessarily reflect the position of MIL-OSI or its clients.

    .

    MIL OSI Russia News –

  • MIL-OSI Canada: Update 15: Alberta wildfire update (July 22, 3 p.m.)

    Source: Government of Canada regional news (2)

    MIL OSI Canada News –

  • MIL-OSI Canada: Saskatchewan Wildfire Update July 22

    Source: Government of Canada regional news

    Released on July 22, 2025

    As of 11:00 a.m. on Tuesday, July 22, there are 49 active wildfires in Saskatchewan. Of those active fires, one is categorized as contained, 14 are not contained, 17 are ongoing assessments and 17 are listed as protecting values. 

    Eleven communities are currently under an evacuation order: Resort Subdivision of Lac La Plonge, La Plonge Reserve, Northern Village of Beauval, Jans Bay, Patuanak/English River First Nation, Montreal Lake Cree Nation, Northern Village of Pinehouse, Canoe Lake Cree First Nation/Canoe Narrows, Île-à-la-Crosse, Resort Subdivision of Cole Bay and Resort Subdivision of Little Amyot Lake. 

    There are four active declarations of local emergency due to wildfire: Resort Subdivision of Lac La Plonge, Northern Village of Beauval, Resort Subdivision of Little Amyot Lake and Northern Hamlet of Cole Bay. 

    A full list of evacuated communities can be found on the Active Evacuations webpage. 

    The Saskatchewan Public Safety Agency (SPSA) reminds the public that it is important to be prepared should an evacuation alert or an evacuation order be issued for your community. An evacuation alert is to be prepared to leave on short notice while an evacuation order indicates that you are at risk and need to leave immediately using routes provided by officials. 

    Part of the preparation is being ready to leave, including:

    • keeping your vehicle fuelled;
    • being set to evacuate livestock or pets if needed; and
    • checking in on neighbours who may need assistance.

    More information on evacuation planning can be found in the Wildfire Emergency Planning fact sheet.  

    Any evacuees should register through the Sask Evac Web Application and then call 1-855-559-5502 between 8 a.m. and 5 p.m. to have their needs assessed for additional assistance. Individuals who need help registering through the application can call the 855 Line for assistance. 

    Evacuees supported by the Canadian Red Cross should call 1-800-863-6582. 

    As a reminder, there is a fire ban that is still in place due to the extreme fire risk. The ban encompasses the area north of the provincial forest boundary up to the Churchill River. The fire ban prohibits any open fires, controlled burns and fireworks in the designated boundary. This includes provincial parks, provincial recreation sites and the Northern Saskatchewan Administrative District within those boundaries. 

    The latest wildfire information, an interactive fire ban map, frequently asked questions, fire risk maps and fire prevention tips can be found at saskpublicsafety.ca. 

    Review the current fire bans and restrictions in provincial parks and recreation sites. 

    -30-

    For more information, contact:

    MIL OSI Canada News –

  • MIL-OSI: Talen Energy Reports PJM Auction Results for the 2026/2027 Planning Year

    Source: GlobeNewswire (MIL-OSI)

    HOUSTON, July 22, 2025 (GLOBE NEWSWIRE) — Talen Energy Corporation (“Talen,” “we,” or “our”) (NASDAQ: TLN), a leading independent power producer, today reported its results from the PJM Base Residual Auction for the 2026/2027 planning year. Talen cleared a total of 6,702 megawatts at a clearing price of $329.17 per megawatt-day across the MAAC, PPL and PSEG Locational Deliverability Areas, equating to approximately $805 million in capacity revenues for the 2026/2027 planning year. The planning year runs from June 1, 2026, through May 31, 2027.

    About Talen

    Talen Energy (NASDAQ: TLN) is a leading independent power producer and energy infrastructure company dedicated to powering the future. We own and operate approximately 10.7 gigawatts of power infrastructure in the United States, including 2.2 gigawatts of nuclear power and a significant dispatchable fossil fleet. We produce and sell electricity, capacity, and ancillary services into wholesale U.S. power markets, with our generation fleet principally located in the Mid-Atlantic and Montana. Our team is committed to generating power safely and reliably and delivering the most value per megawatt produced. Talen is also powering the digital infrastructure revolution. We are well-positioned to serve this growing industry, as artificial intelligence data centers increasingly demand more reliable, clean power. Talen is headquartered in Houston, Texas. For more information, visit https://www.talenenergy.com/.

    Investor Relations:
    Sergio Castro
    Vice President & Treasurer
    InvestorRelations@talenenergy.com

    Media:
    Taryne Williams
    Director, Corporate Communications
    Taryne.Williams@talenenergy.com

    Forward-Looking Statements

    This communication contains forward-looking statements within the meaning of the federal securities laws, which statements are subject to substantial risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this communication, or incorporated by reference into this communication, are forward-looking statements. Throughout this communication, we have attempted to identify forward-looking statements by using words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecasts,” “goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or other forms of these words or similar words or expressions or the negative thereof, although not all forward-looking statements contain these terms. Forward-looking statements address future events and conditions concerning, among other things, capital expenditures, earnings, litigation, regulatory matters, hedging, liquidity and capital resources and accounting matters. Forward-looking statements are subject to substantial risks and uncertainties that could cause our future business, financial condition, results of operations or performance to differ materially from our historical results or those expressed or implied in any forward-looking statement contained in this communication. All of our forward-looking statements include assumptions underlying or relating to such statements that may cause actual results to differ materially from expectations, and are subject to numerous factors that present considerable risks and uncertainties.

    The MIL Network –

  • MIL-OSI: First Busey Corporation Announces 2025 Second Quarter Earnings

    Source: GlobeNewswire (MIL-OSI)

    LEAWOOD, Kan., July 22, 2025 (GLOBE NEWSWIRE) — First Busey Corporation (Nasdaq: BUSE) Announces 2025 Second Quarter Earnings.

    Net Income   Diluted EPS   Net Interest Margin1   ROAA1   ROATCE1
    $47.4 million   $0.52   3.49%   1.00%   11.24%
    $57.4 million (adj)2   $0.63 (adj)2   3.33% (adj)2   1.21% (adj)2   13.61% (adj)2
                     
    MESSAGE FROM OUR CHAIRMAN & CEO
    This quarter’s bank merger and data conversion represents a significant milestone for our organization, as we officially welcome CrossFirst Bank customers to Busey Bank. We are proud to offer a premier, full-service banking experience for both consumer and commercial clients, with 78 locations spanning 10 states. Our comprehensive services also include a robust wealth management platform and cutting-edge payment technology solutions through FirsTech, Inc. This transformational partnership allows us to enhance Busey’s rich 157-year legacy of service excellence, further advancing our organization for the benefit of all our Pillars—associates, customers, communities, and shareholders.

    Van A. Dukeman
    Chairman and Chief Executive Officer
     

    FINANCIAL RESULTS

    CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)
                         
        Three Months Ended   Six Months Ended
    (dollars in thousands, except per share amounts)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Total interest income   $ 247,446     $ 166,815     $ 131,939     $ 414,261     $ 257,759  
    Total interest expense     94,263       63,084       49,407       157,347       99,373  
    Net interest income     153,183       103,731       82,532       256,914       158,386  
    Provision for credit losses1     5,700       45,593       1,908       51,293       6,268  
    Net interest income after provision for credit losses1     147,483       58,138       80,624       205,621       152,118  
    Total noninterest income     44,863       21,223       33,703       66,086       68,616  
    Total noninterest expense1     127,833       112,030       75,906       239,863       147,353  
    Income (loss) before income taxes     64,513       (32,669 )     38,421       31,844       73,381  
    Income taxes     17,109       (2,679 )     11,064       14,430       19,799  
    Net income (loss)     47,404       (29,990 )     27,357       17,414       53,582  
    Dividends on preferred stock     155       —       —       155       —  
    Net income (loss) available to common stockholders   $ 47,249     $ (29,990 )   $ 27,357     $ 17,259     $ 53,582  
                         
    Basic earnings (loss) per common share   $ 0.53     $ (0.44 )   $ 0.48     $ 0.22     $ 0.95  
    Diluted earnings (loss) per common share   $ 0.52     $ (0.44 )   $ 0.47     $ 0.22     $ 0.94  
    Effective income tax rate     26.52 %     8.20 %     28.80 %     45.31 %     26.98 %

    ___________________________________________

    1. Beginning in the second quarter of 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses; therefore, it is no longer included within total noninterest expense.

    Following the acquisition of CrossFirst Bankshares, Inc. (“CrossFirst”) and its subsidiary CrossFirst Bank, by First Busey Corporation, the holding company for Busey Bank, in the first quarter of 2025, CrossFirst Bank was merged with and into Busey Bank (the “Bank Merger”) on June 20, 2025. At the time of the Bank Merger, CrossFirst Bank banking centers became banking centers of Busey Bank. Throughout this document, we refer to First Busey Corporation, together with its consolidated subsidiaries, as “Busey,” the “Company,” “we,” “us,” or “our.”

    Busey’s net income for the second quarter of 2025 was $47.4 million, or $0.52 per diluted common share, compared to a net loss of $30.0 million, or $0.44 per diluted common share, for the first quarter of 2025, and net income of $27.4 million, or $0.47 per diluted common share, for the second quarter of 2024. Annualized return on average assets and annualized return on average tangible common equity2 were 1.00% and 11.24%, respectively, for the second quarter of 2025. The second quarter of 2025 represented the first full quarter in which the CrossFirst acquisition contributed to Busey’s financial results.

    Busey views certain non-operating items, including acquisition-related expenses, restructuring charges, and nonrecurring strategic events, as adjustments to net income reported under U.S. generally accepted accounting principles (“GAAP”). We also adjust for net securities gains and losses to align with industry and research analyst reporting. The objective of our presentation of adjusted earnings and adjusted earnings metrics is to allow investors and analysts to more clearly identify quarterly trends in core earnings performance. Non-operating pre-tax adjustments for acquisition and restructuring expenses2 in the second quarter of 2025 were $16.6 million, with an additional $4.0 million adjustment to the initial provision for unfunded commitments resulting from the adoption of a new Current Expected Credit Losses (“CECL”) model. Further, net securities gains were $6.0 million, almost entirely related to unrealized gains on Busey’s approximately 3% equity ownership of a financial institution that was the target of an announced acquisition at a significant market premium. For more information and a reconciliation of these non-GAAP measures (which are identified with the End Note labeled as 2) in tabular form, see “Non-GAAP Financial Information” beginning on page 13.

    Adjusted net income,2 which excludes the impact of non-GAAP adjustments, was $57.4 million, or $0.63 per diluted common share, for the second quarter of 2025, compared to $39.9 million, or $0.57 per diluted common share, for the first quarter of 2025 and $30.5 million, or $0.53 per diluted common share, for the second quarter of 2024. Annualized adjusted return on average assets2 and annualized adjusted return on average tangible common equity2 were 1.21% and 13.61%, respectively, for the second quarter of 2025.

    Pre-Provision Net Revenue2

    Pre-provision net revenue2 was $64.2 million for the second quarter of 2025, compared to $28.7 million for the first quarter of 2025 and $40.7 million for the second quarter of 2024. Pre-provision net revenue to average assets2 was 1.35% for the second quarter of 2025, compared to 0.78% for the first quarter of 2025, and 1.35% for the second quarter of 2024.

    Adjusted pre-provision net revenue2 was $80.8 million for the second quarter of 2025, compared to $54.7 million for the first quarter of 2025 and $42.6 million for the second quarter of 2024. Adjusted pre-provision net revenue to average assets2 was 1.70% for the second quarter of 2025, compared to 1.50% for the first quarter of 2025 and 1.42% for the second quarter of 2024.

    Net Interest Income and Net Interest Margin2

    Net interest income was $153.2 million in the second quarter of 2025, compared to $103.7 million in the first quarter of 2025 and $82.5 million in the second quarter of 2024.

    Net interest margin2 was 3.49% for the second quarter of 2025, compared to 3.16% for the first quarter of 2025 and 3.03% for the second quarter of 2024. Excluding purchase accounting accretion, adjusted net interest margin2 was 3.33% for the second quarter of 2025, compared to 3.08% in the first quarter of 2025 and 3.00% in the second quarter of 2024.

    Components of the 33 basis point increase in net interest margin2 during the second quarter of 2025, which includes a full quarter of assets assumed in the CrossFirst acquisition, were as follows:

    • Increased loan portfolio and held for sale loan yields contributed +54 basis points
    • Increased purchase accounting accretion contributed +8 basis points
    • Securities repositioning executed in March contributed +4 basis points
    • Decreased borrowing expense contributed +4 basis points, of which +2 basis points were related to the redemption of subordinated debt in June
    • Increased non-maturity deposit funding costs contributed -25 basis points
    • Decreased cash and securities portfolio yield contributed -12 basis points

    Based on our most recent Asset Liability Management Committee (“ALCO”) model, a +100 basis point parallel rate shock is expected to increase net interest income by 2.8% over the subsequent twelve-month period. Busey continues to evaluate and execute off-balance sheet hedging and balance sheet repositioning strategies as well as embedding rate protection in our asset originations to provide stabilization to net interest income in lower rate environments. Time deposit and savings specials have continued to stabilize the funding base, and we had excess earning cash during the second quarter of 2025. Brokered deposit balances were reduced by $368.6 million during the second quarter of 2025 and at June 30, 2025, the Bank had $353.6 million, or 2.2% of total deposits, of remaining brokered funding. Total deposit cost of funds increased, as expected, from 1.91% during the first quarter of 2025 to 2.21% during the second quarter of 2025. Deposit cost of funds increased due to a full quarter of the higher mix of acquired CrossFirst indexed/managed rate customer products and brokered deposits. Busey will continue to deploy excess cash to pay down non-core and non-relationship high cost funding, which we anticipate will compress the asset base in the short term while helping to reduce the Bank’s overall funding cost. We expect the deposit beta will lessen during the year and is expected to normalize in a range between 45% and 50% of the upper limit of the federal funds target range.

    Noninterest Income

      Three Months Ended   Six Months Ended
    (dollars in thousands) June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    NONINTEREST INCOME                  
    Wealth management fees $ 16,777   $ 17,364     $ 15,917     $ 34,141     $ 31,466  
    Payment technology solutions   4,956     5,073       5,915       10,029       11,624  
    Treasury management services   4,981     3,017       2,145       7,998       4,046  
    Card services and ATM fees   4,880     3,709       3,430       8,589       6,390  
    Other service charges on deposit accounts   1,513     1,533       2,321       3,046       4,669  
    Mortgage revenue   776     329       478       1,105       1,224  
    Income on bank owned life insurance   1,745     1,446       1,442       3,191       2,861  
    Realized net gains (losses) on the sale of mortgage servicing rights   —     —       277       —       7,742  
    Net securities gains (losses)   5,997     (15,768 )     (353 )     (9,771 )     (6,728 )
    Other noninterest income   3,238     4,520       2,131       7,758       5,322  
    Total noninterest income $ 44,863   $ 21,223     $ 33,703     $ 66,086     $ 68,616  
                                         

    Total noninterest income increased by 111.4% compared to the first quarter of 2025 and increased by 33.1% compared to the second quarter of 2024, primarily due to net securities gains and losses, as well as the benefit of a full quarter of income from the CrossFirst acquisition.

    Excluding the impact of net securities gains and losses and the gains on the sale of mortgage servicing rights, adjusted noninterest income2 increased by 5.1% to $38.9 million, or 20.2% of operating revenue2, during the second quarter of 2025, compared to $37.0 million, or 26.3% of operating revenue2, for the first quarter of 2025. Compared to the second quarter of 2024, adjusted noninterest income2 increased by 15.1% from $33.8 million, or 29.0% of operating revenue.2

    Our fee-based businesses continue to add revenue diversification. Wealth management fees, wealth management referral fees included in other noninterest income, and payment technology solutions contributed 56.4% of adjusted noninterest income2 for the second quarter of 2025.

    Noteworthy components of noninterest income are as follows:

    • Wealth management fees declined by 3.4% compared to the first quarter of 2025. The decrease in the second quarter of 2025 was primarily related to seasonal fees, with a decrease in farm management fees, partially offset by higher tax preparation fees. Compared to the second quarter of 2024 wealth management fees increased by 5.4%. Busey’s Wealth Management division ended the second quarter of 2025 with $14.10 billion in assets under care, compared to $13.68 billion at the end of the first quarter of 2025 and $13.02 billion at the end of the second quarter of 2024. Our portfolio management team continues to focus on long-term returns and managing risk in the face of volatile markets and has outperformed its blended benchmark3 over the last three and five years.
    • Payment technology solutions includes income from electronic payments, merchant processing, and lockbox. Revenue in this category declined by 2.3% compared the first quarter of 2025 and declined by 16.2% compared to the second quarter of 2024, primarily due to decreases in income from electronic payments.
    • Treasury management services consist primarily of business analysis charges and wire transfer fees on commercial accounts. Income from treasury management services increased by 65.1% compared to the first quarter of 2025 and increased by 132.2% compared to the second quarter of 2024 due to the addition of CrossFirst commercial services.
    • Card services and ATM fees, which include both commercial and consumer accounts, increased by 31.6% compared to the first quarter of 2025 and increased by 42.3% compared to the second quarter of 2024 primarily due to addition of CrossFirst corporate card services.
    • Other service charges on deposit accounts declined by 1.3% compared to the first quarter of 2025 and declined by 34.8% compared to the second quarter of 2024. Declines are largely related to lower non-sufficient fund charges.
    • Other noninterest income decreased by 28.4% compared to the first quarter of 2025, primarily due to declines in gains on commercial loan sales, loss on sales of other real estate owned and a related reduction in income from the sold property, and decreases in venture capital investments. Compared to the second quarter of 2024, other noninterest income increased by 51.9%, primarily due to increases in venture capital investments, commercial loan servicing income, and other loan fee income.

    Operating Efficiency

      Three Months Ended   Six Months Ended
    (dollars in thousands) June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    NONINTEREST EXPENSE                  
    Salaries, wages, and employee benefits $ 78,360   $ 67,563   $ 43,478   $ 145,923   $ 85,568
    Data processing   14,021     9,575     7,100     23,596     13,650
    Net occupancy expense of premises   7,832     5,799     4,590     13,631     9,310
    Furniture and equipment expenses   2,409     1,744     1,695     4,153     3,508
    Professional fees   2,874     9,511     2,495     12,385     4,748
    Amortization of intangible assets   4,592     3,083     2,629     7,675     5,038
    Interchange expense   1,297     1,343     1,733     2,640     3,344
    FDIC insurance   2,424     2,167     1,460     4,591     2,860
    Other noninterest expense1   14,024     11,245     10,726     25,269     19,327
    Total noninterest expense1 $ 127,833   $ 112,030   $ 75,906   $ 239,863   $ 147,353

    ___________________________________________

    1. Beginning in the second quarter of 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses; therefore, it is no longer included within other noninterest expense or total noninterest expense.

    Total noninterest expense increased by 14.1% compared to the first quarter of 2025 and increased by 68.4% compared to the second quarter of 2024. Growth in noninterest expense was primarily attributable to nonrecurring acquisition expenses related to the CrossFirst acquisition, added costs for operating expenses for two banks during the majority of the second quarter, until the banks were merged on June 20, 2025, and increased expense associated with the larger organization and branch network. Annual pre-tax expense synergy estimates resulting from the CrossFirst acquisition remain on track at $25.0 million, and we expect 50% of the identified synergies to be realized in 2025 and 100% in 2026.

    Adjusted noninterest expense,2 which excludes acquisition and restructuring expenses and amortization of intangible assets, was $106.6 million in the second quarter of 2025, a 28.6% increase compared to $82.9 million in the first quarter of 2025 and a 50.1% increase compared to $71.1 million in the second quarter of 2024.

    Noteworthy components of noninterest expense are as follows:

    • Salaries, wages, and employee benefits expenses increased by $10.8 million compared to the first quarter of 2025, with acquisition and restructuring expenses declining by $4.3 million. In connection with the CrossFirst acquisition in March and the addition of 16 banking centers, Busey’s workforce expanded, which resulted in only one month of associated expenses during the first quarter of 2025 in contrast to a full quarter of associated expenses reflected in the Company’s results for the second quarter of 2025. Compared to the second quarter of 2024, salaries, wages, and employee benefits expenses increased by $34.9 million, of which $10.4 million was attributable to increases in acquisition and restructuring expenses. Including associates added in connection with the CrossFirst acquisition, Busey has added 430 FTEs over the past year.
    • Data processing expense increased by $4.4 million compared to the first quarter of 2025 and by $6.9 million compared to the second quarter of 2024, of which $1.7 million and $3.6 million, respectively, was attributable to increases in acquisition and restructuring expenses. Busey has continued to make investments in technology enhancements and has also experienced inflation-driven price increases.
    • Professional fees declined by $6.6 million compared to the first quarter of 2025, which was primarily driven by a $7.0 million decrease in acquisition and restructuring expenses. Compared to the second quarter of 2024, professional fees increased by $0.4 million, primarily due to increased audit and accounting fees and legal fees, partially offset by $0.1 million declines in acquisition and restructuring expenses.
    • Amortization of intangible assets increased by $1.5 million compared to the first quarter of 2025, and by $2.0 million compared to the second quarter of 2024. The CrossFirst acquisition added an estimated $81.8 million of finite-lived intangible assets with amortization of $2.4 million and $3.1 million during the second quarter of 2025 and the first six months of 2025, respectively. Busey uses an accelerated amortization methodology.
    • Other noninterest expense increased by $2.8 million compared to the first quarter of 2025, and increased by $3.3 million compared to the second quarter of 2024. Items contributing to the increases included marketing, business development, supplies, and onboarding costs as well as increases in acquisition and restructuring expenses of $0.2 million compared to the first quarter of 2025 and $0.5 million compared to the second quarter of 2024.

    Busey’s efficiency ratio2 was 63.9% for the second quarter of 2025, compared to 77.1% for the first quarter of 2025 and 62.6% for the second quarter of 2024. Our adjusted efficiency2 ratio was 55.3% for the second quarter of 2025, compared to 58.7% for the first quarter of 2025, and 60.9% for the second quarter of 2024.

    Busey’s annualized ratio of adjusted noninterest expense to average assets was 2.24% for the second quarter of 2025, compared to 2.27% for the first quarter of 2025 and 2.36% for the second quarter of 2024. As our business grows, Busey remains focused on prudently managing our expense base and operating efficiency.

    BALANCE SHEET STRENGTH

    CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
               
      As of
    (dollars in thousands, except per share amounts) June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024
    ASSETS          
    Cash and cash equivalents $ 752,352     $ 1,200,292     $ 285,269  
    Debt securities available for sale   2,217,788       2,273,874       1,829,896  
    Debt securities held to maturity   802,965       815,402       851,261  
    Equity securities   16,171       10,828       9,618  
    Loans held for sale   10,497       7,270       11,286  
    Portfolio loans   13,808,619       13,868,357       7,998,912  
    Allowance for credit losses   (183,334 )     (195,210 )     (85,226 )
    Restricted bank stock   77,112       53,518       6,884  
    Premises and equipment, net   181,394       182,003       121,647  
    Right of use assets   38,065       40,594       11,137  
    Goodwill and other intangible assets, net   488,181       496,118       370,580  
    Other assets   708,930       711,206       560,152  
    Total assets $ 18,918,740     $ 19,464,252     $ 11,971,416  
               
    LIABILITIES & STOCKHOLDERS’ EQUITY          
    Liabilities          
    Deposits:          
      Noninterest-bearing deposits $ 3,590,363     $ 3,693,070     $ 2,832,776  
      Interest-bearing checking, savings, and money market deposits   9,578,953       9,675,324       5,619,470  
      Time deposits   2,632,456       3,091,076       1,523,889  
    Total deposits   15,801,772       16,459,470       9,976,135  
    Securities sold under agreements to repurchase   158,030       137,340       140,283  
    Short-term borrowings   —       11,209       —  
    Long-term debt   189,726       313,535       227,245  
    Junior subordinated debt owed to unconsolidated trusts   77,187       77,117       74,693  
    Lease liabilities   39,235       41,111       11,469  
    Other liabilities   240,244       244,864       207,781  
    Total liabilities   16,506,194       17,284,646       10,637,606  
               
    Stockholders’ equity          
    Retained earnings   273,799       249,484       261,820  
    Accumulated other comprehensive income (loss)   (155,311 )     (172,810 )     (220,326 )
    Other stockholders’ equity1   2,294,058       2,102,932       1,292,316  
    Total stockholders’ equity   2,412,546       2,179,606       1,333,810  
    Total liabilities & stockholders’ equity $ 18,918,740     $ 19,464,252     $ 11,971,416  

    ___________________________________________

    1. Net balance of preferred stock ($0.001 par value), common stock ($0.001 par value), additional paid-in capital, and treasury stock.
    AVERAGE BALANCES (unaudited)
                       
      Three Months Ended   Six Months Ended
    (dollars in thousands) June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    ASSETS                  
    Cash and cash equivalents $ 868,164   $ 861,021   $ 346,381   $ 864,613   $ 470,287
    Investment securities   3,083,284     2,782,435     2,737,313     2,933,690     2,822,228
    Loans held for sale   6,899     3,443     9,353     5,181     7,093
    Portfolio loans   13,840,190     9,838,337     8,010,636     11,850,318     7,804,976
    Interest-earning assets   17,700,356     13,363,594     11,000,785     15,543,955     11,003,344
    Total assets   19,068,086     14,831,298     12,089,692     16,961,396     12,056,950
                       
    LIABILITIES & STOCKHOLDERS’ EQUITY                  
    Noninterest-bearing deposits   3,542,617     3,036,127     2,816,293     3,290,770     2,762,439
    Interest-bearing deposits   12,450,529     9,142,781     7,251,582     10,805,793     7,290,844
    Total deposits   15,993,146     12,178,908     10,067,875     14,096,563     10,053,283
    Federal funds purchased and securities sold under agreements to repurchase   141,978     144,838     144,370     143,400     161,514
    Interest-bearing liabilities   12,985,015     9,627,841     7,725,832     11,315,702     7,778,744
    Total liabilities   16,783,504     12,896,222     10,757,877     14,850,601     10,753,180
    Stockholders’ equity – preferred   103,619     2,669     —     53,423     —
    Stockholders’ equity – common   2,180,963     1,932,407     1,331,815     2,057,372     1,303,770
    Tangible common equity1   1,686,490     1,521,387     955,591     1,604,394     939,150

    ___________________________________________

    1. See “Non-GAAP Financial Information” for reconciliation.

    Busey’s financial strength is built on a long-term conservative operating approach. That focus has endured over time and will continue to guide us in the future.

    Total assets were $18.92 billion as of June 30, 2025, compared to $19.46 billion as of March 31, 2025, and $11.97 billion as of June 30, 2024. Average interest-earning assets were $17.70 billion for the second quarter of 2025, compared to $13.36 billion for the first quarter of 2025, and $11.00 billion for the second quarter of 2024.

    Portfolio Loans

    We remain steadfast in our conservative approach to underwriting and our disciplined approach to pricing. Loan demand has been tempered with borrowers hesitant to invest because of lingering macroeconomic uncertainty. At the same time, our commercial real estate portfolio continues to season, resulting in payoffs as properties are completed, stabilized, and refinanced to permanent markets or sold. We expect continued pressure from paydowns within our commercial real estate portfolio through the remainder of 2025. Portfolio loans totaled $13.81 billion at June 30, 2025, compared to $13.87 billion at March 31, 2025, and $8.00 billion at June 30, 2024.

    Average portfolio loans were $13.84 billion for the second quarter of 2025, compared to $9.84 billion for the first quarter of 2025 and $8.01 billion for the second quarter of 2024.

    Asset Quality

    Asset quality continues to be strong. Busey Bank maintains a well-diversified loan portfolio and, as a matter of policy and practice, limits concentration exposure in any particular loan segment. Following the Bank Merger in June, we are operating as one bank, with a singular credit policy, concentration limits, and monitoring that will continue to align with Busey Bank’s pillars of credit quality.

    ASSET QUALITY (unaudited)
               
      As of
    (dollars in thousands) June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024
    Total assets $ 18,918,740     $ 19,464,252     $ 11,971,416  
    Portfolio loans   13,808,619       13,868,357       7,998,912  
    Loans 30 – 89 days past due   42,188       18,554       23,463  
    Non-performing loans:          
    Non-accrual loans   53,614       48,647       8,393  
    Loans 90+ days past due and still accruing   941       6,077       712  
    Non-performing loans   54,555       54,724       9,105  
    Other non-performing assets   3,596       4,757       90  
    Non-performing assets   58,151       59,481       9,195  
    Substandard (excludes 90+ days past due)   117,580       131,078       86,579  
    Classified assets $ 175,731     $ 190,559     $ 95,774  
               
    Allowance for credit losses $ 183,334     $ 195,210     $ 85,226  
               
    RATIOS          
    Non-performing loans to portfolio loans   0.40 %     0.39 %     0.11 %
    Non-performing assets to total assets   0.31 %     0.31 %     0.08 %
    Non-performing assets to portfolio loans and other non-performing assets   0.42 %     0.43 %     0.11 %
    Allowance for credit losses to portfolio loans   1.33 %     1.41 %     1.07 %
    Coverage ratio of the allowance for credit losses to non-performing loans 3.36 x   3.57 x   9.36 x
    Classified assets to Bank Tier 1 capital1and reserves   7.70 %     8.40 %     6.40 %

    ___________________________________________

    1. Capital amounts for the second quarter of 2025 are not yet finalized and are subject to change.

    Loans 30-89 days past due increased by $23.6 million compared to March 31, 2025, and increased by $18.7 million compared to June 30, 2024. Increases are primarily due to two commercial credits, one of which—representing approximately $12.5 million—was brought current after the end of the second quarter.

    Non-performing loans decreased by $0.2 million compared to March 31, 2025, and increased by $45.5 million compared to June 30, 2024, with the increase compared to the prior year due to loans purchased with credit deterioration (“PCD” loans) assumed in the CrossFirst acquisition. Non-performing loans were 0.40% of portfolio loans as of June 30, 2025, a 1 basis point increase from March 31, 2025, and a 29 basis point increase from June 30, 2024.

    Non-performing assets decreased by $1.3 million compared to March 31, 2025, and increased by $49.0 million compared to June 30, 2024, with the increase compared to the prior year due to the PCD loans assumed in the CrossFirst acquisition. Non-performing assets represented 0.31% of total assets as of both June 30, 2025, and March 31, 2025, which is a 23 basis point increase from June 30, 2024.

    Classified assets decreased by $14.8 million compared to March 31, 2025, and increased by $80.0 million compared to June 30, 2024, with the increase compared to the prior year due to the PCD loans assumed in the CrossFirst acquisition.

    The allowance for credit losses was $183.3 million as of June 30, 2025, representing 1.33% of total portfolio loans outstanding, and providing coverage of 3.36 times our non-performing loans balance.

    NET CHARGE-OFFS (RECOVERIES) AND PROVISION EXPENSE (RELEASE) (unaudited)
                       
      Three Months Ended   Six Months Ended
    (dollars in thousands) June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Net charge-offs (recoveries) $ 12,882   $ 31,429   $ 9,856     $ 44,311   $ 15,072  
                       
    Provision for loan losses1 $ 1,005   $ 42,452   $ 2,277     $ 43,457   $ 7,315  
    Provision for unfunded commitments2   4,695     3,141     (369 )     7,836     (1,047 )
    Provision for credit losses3 $ 5,700   $ 45,593   $ 1,908     $ 51,293   $ 6,268  

    ___________________________________________

    1. Amounts reported as provision for loan losses for periods ending prior to June 30, 2025, were previously reported as provision for credit losses. March 31, 2025, included $42.4 million to establish an initial allowance for credit losses for loans purchased without credit deterioration (“non-PCD” loans) following the close of the CrossFirst acquisition.
    2. June 30, 2025, included an additional $4.0 million adjustment to the initial provision for unfunded commitments resulting from the adoption of a new CECL model. March 31, 2025, included $3.1 million to establish an initial allowance for unfunded commitments following the close of the CrossFirst acquisition.
    3. Beginning in the second quarter of 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses.

    Net charge-offs decreased by $18.5 million when compared to the first quarter of 2025, and increased by $3.0 million when compared with the second quarter of 2024. Net charge-offs during the second quarter of 2025 primarily related to one legacy-Busey medical office credit. Net charge-offs during the first quarter of 2025 included $29.6 million related to PCD loans acquired from CrossFirst Bank, which were fully reserved at acquisition and did not require recording additional provision expense.

    The $1.0 million provision for loan losses recorded in the second quarter of 2025 included a release of the PCD provision of $11.8 million due to PCD loan payoffs/paydowns and non-PCD provision expense of $12.8 million to support charge-offs, to adjust for the loan portfolio mix, and as a response to economic factors.

    Deposits

    Total deposits were $15.80 billion at June 30, 2025, compared to $16.46 billion at March 31, 2025, and $9.98 billion at June 30, 2024. Average deposits were $15.99 billion for the second quarter of 2025, compared to $12.18 billion for the first quarter of 2025 and $10.07 billion for the second quarter of 2024. The deliberate run-off of higher cost brokered deposits and listing service CD reductions accounted for $386.8 million of the quarter over quarter decrease as well as seasonal tax payments that put additional pressure on funding during the quarter.

    Core deposits2 accounted for 92.5% of total deposits as of June 30, 2025. The quality of our core deposit franchise is a critical value driver of our institution. We estimated that 33% of our deposits were uninsured and uncollateralized4 as of June 30, 2025, and we have sufficient on- and off-balance sheet liquidity to manage deposit fluctuations and the liquidity needs of our customers.

    We have executed various deposit campaigns to attract term funding and savings accounts at a lower rate than our marginal cost of funds. New certificate of deposit production in the second quarter of 2025 had a weighted average term of 8.0 months at a rate of 3.74%, which was 80 basis points below our average marginal wholesale equivalent-term funding cost during the quarter.

    Borrowings

    On June 1, 2025, Busey redeemed the entire $125.0 million outstanding principal amount of its 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Subordinated Notes”). The aggregate principal amount of the Subordinated Notes, plus accrued and unpaid interest thereon up to, but excluding, June 1, 2025, was $128.3 million.

    Liquidity

    As of June 30, 2025, Busey’s available sources of on- and off-balance sheet liquidity5 totaled $7.95 billion. Furthermore, Busey’s balance sheet liquidity profile continues to be aided by the cash flows expected from Busey’s relatively short-duration securities portfolio. Those cash flows were approximately $123.1 million in the second quarter of 2025. Cash flows from maturing securities within our portfolio are expected to be approximately $181.0 million for the remainder of 2025, with a current book yield of 2.52%, and approximately $289.7 million for 2026, with a current book yield of 2.58%.

    Capital Strength

    The strength of our balance sheet is also reflected in our capital foundation. Although still impacted by the strategic deployment of capital for the CrossFirst acquisition, as well as by Busey’s active share repurchase program, our capital ratios remain strong, and as of June 30, 2025, our estimated regulatory capital ratios6 continued to provide a buffer of more than $870 million above levels required to be designated well-capitalized. Busey’s Common Equity Tier 1 ratio is estimated6 to be 12.22% at June 30, 2025, compared to 12.00% at March 31, 2025, and 13.20% at June 30, 2024. Our Total Capital to Risk Weighted Assets ratio is estimated6 to be 15.75% at June 30, 2025, compared to 14.88% at March 31, 2025, and 17.50% at June 30, 2024.

    Busey’s tangible common equity2 was $1.71 billion at June 30, 2025, compared to $1.68 billion at March 31, 2025, and $963.2 million at June 30, 2024. Tangible common equity2 represented 9.27% of tangible assets at June 30, 2025, compared to 8.83% at March 31, 2025, and 8.30% at June 30, 2024.

    Busey’s tangible book value per common share2 was $19.18 at June 30, 2025, compared to $18.62 at March 31, 2025, and $16.97 at June 30, 2024, reflecting a 13.0% year-over-year increase.

    Dividends

    Busey’s strong capital levels, coupled with its earnings, have allowed the Company to provide a steady return to its stockholders through dividends. During the second quarter of 2025, Busey paid a dividend of $0.25 per share on its common stock. Busey has consistently paid dividends to its common stockholders since the bank holding company was organized in 1980. Additionally, during the second quarter of 2025, Busey paid a dividend of $20.00 per share on its Series A Non-cumulative Perpetual Preferred Stock, which was issued in connection with the CrossFirst acquisition.

    Series B Preferred Stock Issuance

    On May 20, 2025, Busey issued an aggregate of 8,600,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of Busey’s 8.25% Fixed-Rate Series B Non-Cumulative Perpetual Preferred Stock, $0.001 par value (the “Series B Preferred Stock”), with a liquidation preference of $1,000 per share of Series B Preferred Stock (equivalent to $25 per Depositary Share). Additional information about the Depositary Shares and Series B Preferred Stock issuance can be found in Busey’s 8-K filed with the SEC on May 20, 2025, and the related exhibits thereto.

    Share Repurchases

    During the second quarter of 2025, Busey’s board of directors authorized the purchase of up to 2,000,000 additional shares of the Company’s common stock under Busey’s stock repurchase plan. Busey purchased 1,012,000 shares of its common stock under the plan during the second quarter of 2025 at a weighted average price of $21.40 per share for a total of $21.7 million. As of June 30, 2025, Busey had 2,687,275 shares remaining available for repurchase under the plan.

    SECOND QUARTER EARNINGS INVESTOR PRESENTATION

    For additional information on Busey’s financial condition and operating results, please refer to our Q2 2025 Earnings Investor Presentation furnished via Form 8‑K on July 22, 2025, in connection with this earnings release.

    CORPORATE PROFILE

    As of June 30, 2025, First Busey Corporation (Nasdaq: BUSE) was a $18.92 billion financial holding company headquartered in Leawood, Kansas.

    Busey Bank, a wholly-owned bank subsidiary of First Busey Corporation headquartered in Champaign, Illinois, had total assets of $18.87 billion as of June 30, 2025. Busey Bank currently has 78 banking centers, with 21 in Central Illinois markets, 17 in suburban Chicago markets, 20 in the St. Louis Metropolitan Statistical Area, four in the Dallas-Fort Worth-Arlington Metropolitan Statistical Area, three in the Kansas City Metropolitan Statistical Area, three in Southwest Florida, one in Indianapolis, two in Oklahoma City, one in Tulsa, one in Wichita, one in Denver, one in Colorado Springs, one in Phoenix, one in Tucson, and one in New Mexico. More information about Busey Bank can be found at busey.com.

    Through Busey’s Wealth Management division, the Company provides a full range of asset management, investment, brokerage, fiduciary, philanthropic advisory, tax preparation, and farm management services to individuals, businesses, and foundations. Assets under care totaled $14.10 billion as of June 30, 2025. More information about Busey’s Wealth Management services can be found at busey.com/wealth-management.

    Busey Bank’s wholly-owned subsidiary, FirsTech, specializes in the evolving financial technology needs of small and medium-sized businesses, highly regulated enterprise industries, and financial institutions. FirsTech provides comprehensive and innovative payment technology solutions, including online, mobile, and voice-recognition bill payments; money and data movement; merchant services; direct debit services; lockbox remittance processing for payments made by mail; and walk-in payments at retail agents. Additionally, FirsTech simplifies client workflows through integrations enabling support with billing, reconciliation, bill reminders, and treasury services. More information about FirsTech can be found at firstechpayments.com.

    For the fourth consecutive year, Busey was named among Forbes’ 2025’s America’s Best Banks. In 2025, Forbes also recognized Busey as a Best-in-State Bank, based on rankings of customer service, quality of financial advice, fee structures, ease of digital services, accessing help at branch locations and the degree of trust inspired. Busey was also named among the 2024 Best Banks to Work For by American Banker and the 2024 Best Places to Work in Money Management by Pensions and Investments. We are honored to be consistently recognized as an outstanding financial services organization with an engaged culture of integrity and commitment to community development.

    NON-GAAP FINANCIAL INFORMATION

    This earnings release contains certain financial information determined by methods other than GAAP. Management uses these non-GAAP measures, together with the related GAAP measures, in analysis of Busey’s performance and in making business decisions, as well as for comparison to Busey’s peers. Busey believes the adjusted measures are useful for investors and management to understand the effects of certain non-core and non-recurring items and provide additional perspective on Busey’s performance over time.

    The following tables present reconciliations between these non-GAAP measures and what management believes to be the most directly comparable GAAP financial measures.

    These non-GAAP disclosures have inherent limitations and are not audited. They should not be considered in isolation or as a substitute for operating results reported in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Tax effected numbers included in these non-GAAP disclosures are based on estimated statutory rates, estimated federal income tax rates, or effective tax rates, as noted with the tables below.

    RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

    Pre-Provision Net Revenue and Related Measures
                         
        Three Months Ended   Six Months Ended
    (dollars in thousands)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Net interest income (GAAP)   $ 153,183     $ 103,731     $ 82,532     $ 256,914     $ 158,386  
    Total noninterest income (GAAP)     44,863       21,223       33,703       66,086       68,616  
    Net security (gains) losses (GAAP)     (5,997 )     15,768       353       9,771       6,728  
    Total noninterest expense (GAAP)1     (127,833 )     (112,030 )     (75,906 )     (239,863 )     (147,353 )
    Pre-provision net revenue (Non-GAAP) [a]   64,216       28,692       40,682       92,908       86,377  
    Acquisition and restructuring expenses, excluding initial provision expenses     16,600       26,026       2,212       42,626       2,620  
    Realized net (gains) losses on the sale of mortgage service rights     —       —       (277 )     —       (7,742 )
    Adjusted pre-provision net revenue (Non-GAAP) [b] $ 80,816     $ 54,718     $ 42,617     $ 135,534     $ 81,255  
                         
    Average total assets [c] $ 19,068,086     $ 14,831,298     $ 12,089,692     $ 16,961,396     $ 12,056,950  
                         
    Pre-provision net revenue to average total assets (Non-GAAP)2 [a÷c]   1.35 %     0.78 %     1.35 %     1.10 %     1.44 %
    Adjusted pre-provision net revenue to average total assets (Non-GAAP)2 [b÷c]   1.70 %     1.50 %     1.42 %     1.61 %     1.36 %

    ___________________________________________

    1. Beginning in the second quarter of 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses; therefore, it is no longer included within total noninterest expense.
    2. Annualized measure.
    Adjusted Net Income, Average Tangible Common Equity, and Related Ratios
                         
        Three Months Ended   Six Months Ended
    (dollars in thousands, except per share amounts)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Net income (loss) (GAAP) [a] $ 47,404     $ (29,990 )   $ 27,357     $ 17,414     $ 53,582  
    Day 2 provision for credit losses1     —       45,572       —       45,572       —  
    Adjustment of initial provision for unfunded commitments due to adoption of new model1     4,030       —       —       4,030       —  
    Other acquisition expenses     16,600       26,026       2,212       42,626       2,497  
    Restructuring expenses     —       —       —       —       123  
    Net securities (gains) losses     (5,997 )     15,768       353       9,771       6,728  
    Realized net (gains) losses on the sale of mortgage servicing rights     —       —       (277 )     —       (7,742 )
    Related tax (benefit) expense2     (4,971 )     (22,069 )     (572 )     (27,040 )     (402 )
    Non-recurring deferred tax adjustment3     328       4,591       1,446       4,919       1,446  
    Adjusted net income (Non-GAAP)4 [b]   57,394       39,898       30,519       97,292       56,232  
    Preferred dividends [c]   155       —       —       155       —  
    Adjusted net income available to common stockholders (Non-GAAP) [d] $ 57,239     $ 39,898     $ 30,519     $ 97,137     $ 56,232  
                         
    Weighted average number of common shares outstanding, diluted (GAAP) [e]   90,883,711       68,517,647       57,853,231       80,251,577       57,129,865  
    Diluted earnings (loss) per common share (GAAP) [(a-c)÷e] $ 0.52     $ (0.44 )   $ 0.47     $ 0.22     $ 0.94  
                         
    Weighted average number of common shares outstanding, diluted (Non-GAAP)5 [f]   90,883,711       69,502,717       57,853,231       80,251,577       57,129,865  
    Adjusted diluted earnings per common share (Non-GAAP)5,6 [d÷f] $ 0.63     $ 0.57     $ 0.53     $ 1.21     $ 0.98  
                         
    Average total assets [g] $ 19,068,086     $ 14,831,298     $ 12,089,692     $ 16,961,396     $ 12,056,950  
    Return on average assets (Non-GAAP)6 [a÷g]   1.00 %   (0.82)%     0.91 %     0.21 %     0.89 %
    Adjusted return on average assets (Non-GAAP)4,6 [b÷g]   1.21 %     1.09 %     1.02 %     1.16 %     0.94 %
                         
    Average common equity   $ 2,180,963     $ 1,932,407     $ 1,331,815     $ 2,057,372     $ 1,303,770  
    Average goodwill and other intangible assets, net     (494,473 )     (411,020 )     (376,224 )     (452,978 )     (364,620 )
    Average tangible common equity (Non-GAAP) [h] $ 1,686,490     $ 1,521,387     $ 955,591     $ 1,604,394     $ 939,150  
                         
    Return on average tangible common equity (Non-GAAP)6 [(a-c)÷h]   11.24 %   (7.99)%     11.51 %     2.17 %     11.47 %
    Adjusted return on average tangible common equity (Non-GAAP)4,6 [d÷h]   13.61 %     10.64 %     12.85 %     12.21 %     12.04 %

    ___________________________________________

    1. The Day 2 provision represents the initial provision for credit losses recorded in connection with the CrossFirst acquisition to establish an allowance on non-PCD loans and unfunded commitments and is reflected within the provision for credit losses line on the Statement of Income.
    2. Tax benefits were calculated for the year-to-date periods using tax rates of 26.51% and 25.03% for the six months ended June 30, 2025 and 2024, respectively. Tax benefits for the quarterly periods were calculated as the year-to-date tax amounts less the tax reported for previous quarters during the year.
    3. A deferred valuation tax adjustment in 2025 was recorded in connection with the CrossFirst acquisition and the expansion of Busey’s footprint into new states. Additionally, 2025 includes a write-off of deferred tax assets related to non-deductible acquisition-related expenses. A deferred tax valuation adjustment in 2024 resulted from a change to Busey’s Illinois apportionment rate due to recently enacted regulations. Deferred tax adjustments are reflected within the income taxes line on the Statement of Income.
    4. Beginning in 2025, Busey revised its calculation of adjusted net income for all periods presented to include, as applicable, adjustments for net securities gains and losses, realized net gains and losses on the sale of mortgage servicing rights, and one-time deferred tax valuation adjustments. In 2024, these adjusting items were presented as further adjustments to adjusted net income.
    5. Dilution includes shares that would have been dilutive if there had been net income during the period.
    6. Annualized measure.
    Tax-Equivalent Net Interest Income, Adjusted Net Interest Income, Net Interest Margin, and Adjusted Net Interest Margin
                         
        Three Months Ended   Six Months Ended
    (dollars in thousands)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Net interest income (GAAP)   $ 153,183     $ 103,731     $ 82,532     $ 256,914     $ 158,386  
    Tax-equivalent adjustment1     791       537       402       1,328       851  
    Tax-equivalent net interest income (Non-GAAP) [a]   153,974       104,268       82,934       258,242       159,237  
    Purchase accounting accretion related to business combinations     (7,119 )     (2,728 )     (812 )     (9,847 )     (1,016 )
    Adjusted net interest income (Non-GAAP) [b] $ 146,855     $ 101,540     $ 82,122     $ 248,395     $ 158,221  
                         
    Average interest-earning assets (Non-GAAP) [c] $ 17,700,356     $ 13,363,594     $ 11,000,785     $ 15,543,955     $ 11,003,344  
                         
    Net interest margin (Non-GAAP)2 [a÷c]   3.49 %     3.16 %     3.03 %     3.35 %     2.91 %
    Adjusted net interest margin (Non-GAAP)2 [b÷c]   3.33 %     3.08 %     3.00 %     3.22 %     2.89 %

    ___________________________________________

    1. Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.
    2. Annualized measure.
    Adjusted Noninterest Income, Revenue Measures, Adjusted Noninterest Expense, Efficiency Ratios, and Adjusted Noninterest Expense to Average Assets
                         
        Three Months Ended   Six Months Ended
    (dollars in thousands)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Net interest income (GAAP) [a] $ 153,183     $ 103,731     $ 82,532     $ 256,914     $ 158,386  
    Tax-equivalent adjustment1     791       537       402       1,328       851  
    Tax-equivalent net interest income (Non-GAAP) [b]   153,974       104,268       82,934       258,242       159,237  
                         
    Total noninterest income (GAAP)     44,863       21,223       33,703       66,086       68,616  
    Net security (gains) losses     (5,997 )     15,768       353       9,771       6,728  
    Noninterest income excluding net securities gains and losses (Non-GAAP) [c]   38,866       36,991       34,056       75,857       75,344  
    Realized net (gains) losses on the sale of mortgage service rights     —       —       (277 )     —       (7,742 )
    Adjusted noninterest income (Non-GAAP) [d] $ 38,866     $ 36,991     $ 33,779     $ 75,857     $ 67,602  
                         
    Tax-equivalent revenue (Non-GAAP) [e = b+c] $ 192,840     $ 141,259     $ 116,990     $ 334,099     $ 234,581  
    Adjusted tax-equivalent revenue (Non-GAAP) [f = b+d]   192,840       141,259       116,713       334,099       226,839  
    Operating revenue (Non-GAAP) [g = a+d]   192,049       140,722       116,311       332,771       225,988  
                         
    Adjusted noninterest income to operating revenue (Non-GAAP) [d÷g]   20.24 %     26.29 %     29.04 %     22.80 %     29.91 %
                         
    Total noninterest expense (GAAP)2   $ 127,833     $ 112,030     $ 75,906     $ 239,863     $ 147,353  
    Amortization of intangible assets     (4,592 )     (3,083 )     (2,629 )     (7,675 )     (5,038 )
    Noninterest expense excluding amortization of intangible assets (Non-GAAP)2 [h]   123,241       108,947       73,277       232,188       142,315  
    Acquisition and restructuring expenses, excluding initial provision expenses     (16,600 )     (26,026 )     (2,212 )     (42,626 )     (2,620 )
    Adjusted noninterest expense (Non-GAAP)2 [i] $ 106,641     $ 82,921     $ 71,065     $ 189,562     $ 139,695  
                         
    Efficiency ratio (Non-GAAP)2 [h÷e]   63.91 %     77.13 %     62.64 %     69.50 %     60.67 %
    Adjusted efficiency ratio (Non-GAAP)2 [i÷f]   55.30 %     58.70 %     60.89 %     56.74 %     61.58 %
                         
    Average total assets [j] $ 19,068,086     $ 14,831,298     $ 12,089,692     $ 16,961,396     $ 12,056,950  
    Adjusted noninterest expense to average assets (Non-GAAP)2,3 [i÷j]   2.24 %     2.27 %     2.36 %     2.25 %     2.33 %

    ___________________________________________

    1. Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.
    2. Beginning in the second quarter of 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses; therefore, it is no longer included within total noninterest expense. This change affects all measures and ratios derived from total noninterest expense.
    3. Annualized measure.
    Tangible Assets, Tangible Common Equity, and Related Measures and Ratio
                 
        As of
    (dollars in thousands, except per share amounts)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024
    Total assets (GAAP)   $ 18,918,740     $ 19,464,252     $ 11,971,416  
    Goodwill and other intangible assets, net     (488,181 )     (496,118 )     (370,580 )
    Tangible assets (Non-GAAP)1 [a] $ 18,430,559     $ 18,968,134     $ 11,600,836  
                 
    Total stockholders’ equity (GAAP)   $ 2,412,546     $ 2,179,606     $ 1,333,810  
    Preferred stock and additional paid in capital on preferred stock     (215,197 )     (7,750 )     —  
    Common equity [b]   2,197,349       2,171,856       1,333,810  
    Goodwill and other intangible assets, net     (488,181 )     (496,118 )     (370,580 )
    Tangible common equity (Non-GAAP)1 [c] $ 1,709,168     $ 1,675,738     $ 963,230  
                 
    Tangible common equity to tangible assets (Non-GAAP)1 [c÷a]   9.27 %     8.83 %     8.30 %
                 
    Ending number of common shares outstanding (GAAP) [d]   89,104,678       90,008,178       56,746,937  
    Book value per common share (Non-GAAP) [b÷d] $ 24.66     $ 24.13     $ 23.50  
    Tangible book value per common share (Non-GAAP) [c÷d] $ 19.18     $ 18.62     $ 16.97  

    ___________________________________________

    1. Beginning in 2025, Busey revised its calculation of tangible assets and tangible common equity for all periods presented to exclude any tax adjustment.
    Core Deposits and Related Ratio
                 
        As of
    (dollars in thousands)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024
    Total deposits (GAAP) [a] $ 15,801,772     $ 16,459,470     $ 9,976,135  
    Brokered deposits, excluding brokered time deposits of $250,000 or more     (353,614 )     (722,224 )     (43,089 )
    Time deposits of $250,000 or more     (827,762 )     (867,035 )     (314,461 )
    Core deposits (Non-GAAP) [b] $ 14,620,396     $ 14,870,211     $ 9,618,585  
                 
    Core deposits to total deposits (Non-GAAP) [b÷a]   92.52 %     90.34 %     96.42 %
                             

    FORWARD-LOOKING STATEMENTS

    This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to Busey’s financial condition, results of operations, plans, objectives, future performance, and business. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of Busey’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should,” “position,” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and Busey undertakes no obligation to update any statement in light of new information or future events.

    A number of factors, many of which are beyond Busey’s ability to control or predict, could cause actual results to differ materially from those in any forward-looking statements. These factors include, among others, the following: (1) the strength of the local, state, national, and international economies and financial markets (including effects of inflationary pressures, the threat or implementation of tariffs, trade wars, and changes to immigration policy); (2) changes in, and the interpretation and prioritization of, local, state, and federal laws, regulations, and governmental policies (including those concerning Busey’s general business); (3) the economic impact of any future terrorist threats or attacks, widespread disease or pandemics, or other adverse external events that could cause economic deterioration or instability in credit markets (including Russia’s invasion of Ukraine and the conflict in the Middle East); (4) unexpected results of acquisitions, including the acquisition of CrossFirst, which may include the failure to realize the anticipated benefits of the acquisitions and the possibility that the transaction and integration costs may be greater than anticipated; (5) the imposition of tariffs or other governmental policies impacting the value of products produced by Busey’s commercial borrowers; (6) new or revised accounting policies and practices as may be adopted by state and federal regulatory banking agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission, or the Public Company Accounting Oversight Board; (7) changes in interest rates and prepayment rates of Busey’s assets (including the impact of sustained elevated interest rates); (8) increased competition in the financial services sector (including from non-bank competitors such as credit unions and fintech companies) and the inability to attract new customers; (9) technological changes implemented by us and other parties, including our third-party vendors, which may have unforeseen consequences to us and our customers, including the development and implementation of tools incorporating artificial intelligence; (10) the loss of key executives or associates, talent shortages, and employee turnover; (11) unexpected outcomes and costs of existing or new litigation, investigations, or other legal proceedings, inquiries, and regulatory actions involving Busey (including with respect to Busey’s Illinois franchise taxes); (12) fluctuations in the value of securities held in Busey’s securities portfolio, including as a result of changes in interest rates; (13) credit risk and risk from concentrations (by type of borrower, geographic area, collateral, and industry), within Busey’s loan portfolio and large loans to certain borrowers (including commercial real estate loans); (14) the concentration of large deposits from certain clients who have balances above current Federal Deposit Insurance Corporation insurance limits and may withdraw deposits to diversify their exposure; (15) the level of non-performing assets on Busey’s balance sheets; (16) interruptions involving information technology and communications systems or third-party servicers; (17) breaches or failures of information security controls or cybersecurity-related incidents; (18) the economic impact on Busey and its customers of climate change, natural disasters, and exceptional weather occurrences such as tornadoes, hurricanes, floods, blizzards, and droughts; (19) the ability to successfully manage liquidity risk, which may increase dependence on non-core funding sources such as brokered deposits, and may negatively impact Busey’s cost of funds; (20) the ability to maintain an adequate level of allowance for credit losses on loans; (21) the effectiveness of Busey’s risk management framework; and (22) the ability of Busey to manage the risks associated with the foregoing. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

    Additional information concerning Busey and its business, including additional factors that could materially affect Busey’s financial results, is included in Busey’s filings with the Securities and Exchange Commission.

    END NOTES

    1 Annualized measure.
    2 Represents a non-GAAP financial measure. For a reconciliation to the most directly comparable financial measure calculated and presented in accordance with Generally Accepted Accounting Principles (“GAAP”), see “Non-GAAP Financial Information.”
    3 The blended benchmark consists of 60% MSCI All Country World Index and 40% Bloomberg Intermediate US Government/Credit Total Return Index.
    4 Estimated uninsured and uncollateralized deposits consist of account balances in excess of the $250,000 Federal Deposit Insurance Corporation insurance limit, less intercompany accounts, fully collateralized accounts (including preferred deposits), and pass-through accounts where clients have deposit insurance at the correspondent financial institution.
    5 On- and off-balance sheet liquidity is comprised of cash and cash equivalents, debt securities excluding those pledged as collateral, brokered deposits, and Busey’s borrowing capacity through its revolving credit facility, the FHLB, the Federal Reserve Bank, and federal funds purchased lines.
    6 Capital amounts and ratios for the second quarter of 2025 are not yet finalized and are subject to change.
       

    INVESTOR CONTACT: Scott A. Phillips, Interim Chief Financial Officer | 239-689-7167

    The MIL Network –

  • MIL-OSI: Baker Hughes Company Announces Second-Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Second-quarter highlights

    • Orders of $7.0 billion, including $3.5 billion of IET orders.
    • RPO of $34.0 billion, including record IET RPO of $31.3 billion.
    • Revenue of $6.9 billion, down 3% year-over-year.
    • Attributable net income of $701 million.
    • GAAP diluted EPS of $0.71 and adjusted diluted EPS* of $0.63.
    • Adjusted EBITDA* of $1,212 million, up 7% year-over-year.
    • Cash flows from operating activities of $510 million and free cash flow* of $239 million.
    • Returns to shareholders of $423 million, including $196 million of share repurchases.

    HOUSTON and LONDON, July 22, 2025 (GLOBE NEWSWIRE) — Baker Hughes Company (Nasdaq: BKR) (“Baker Hughes” or the “Company”) announced results today for the second quarter of 2025.

    “We delivered strong second-quarter results, with total adjusted EBITDA margins increasing 170 basis points year-over-year to 17.5% despite a modest decline in revenue. This performance reflects the benefits of structural cost improvements and continued deployment of our business system, which is driving higher productivity, stronger operating leverage and more durable earnings across the company,” said Lorenzo Simonelli, Baker Hughes Chairman and Chief Executive Officer.

    “IET orders totaled $3.5 billion in the quarter, resulting in another record backlog for the segment. Importantly, order momentum remained strong, supported by more than $550 million of data center related orders, despite the absence of large LNG awards. Following a strong first half and a positive outlook for second half awards, we are confident of achieving the full-year order guidance range for IET.”

    “We remain confident in our ability to deliver solid performance in 2025, with continued growth in IET helping to offset softness in more market-sensitive areas of OFSE – underscoring the strength of our portfolio and the benefits of our strategic diversification. Accordingly, we are raising our full-year revenue and EBITDA guidance for IET and reestablishing full-year guidance for OFSE.”

    “During the quarter, we also announced three strategic transactions to advance our portfolio optimization strategy, reinforcing efforts to enhance the durability of earnings and cash flow while creating long-term value for shareholders. These actions are designed to unlock value from non-core businesses in our portfolio and redeploy that capital into higher-margin opportunities that fit our financial and strategic frameworks.”

    “We are progressing with our strategy of positioning the company for sustainable, differentiated growth and commend the focus and dedication of our people in executing this strategy,” concluded Simonelli.

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

        Three Months Ended   Variance
    (in millions except per share amounts)   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Orders   $ 7,032   $ 6,459   $ 7,526     9 % (7 %)
    Revenue     6,910     6,427     7,139     8 % (3 %)
    Net income attributable to Baker Hughes     701     402     579     74 % 21 %
    Adjusted net income attributable to Baker Hughes*     623     509     568     22 % 10 %
    Adjusted EBITDA*     1,212     1,037     1,130     17 % 7 %
    Diluted earnings per share (EPS)     0.71     0.40     0.58     76 % 22 %
    Adjusted diluted EPS*     0.63     0.51     0.57     23 % 11 %
    Cash flow from operating activities     510     709     348     (28 %) 47 %
    Free cash flow*     239     454     106     (47 %) F


    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Certain columns and rows in our tables and financial statements may not sum up due to the use of rounded numbers.

    “F” is used in most instances when variance is above 100%. Additionally, “U” is used when variance is below (100)%.

    Quarter Highlights

    Executing our portfolio optimization strategy

    In the second quarter, Baker Hughes announced three strategic transactions, all of which reflect a disciplined capital allocation framework and a focus on core businesses with strong return potential.

    First, the Company signed an agreement to form a joint venture with a subsidiary of Cactus, Inc., contributing the Oilfield Services & Equipment’s (“OFSE“) Surface Pressure Control (“SPC“) product line in exchange for approximately $345 million while maintaining a minority ownership stake.

    Second, the Company announced an agreement to sell the Precision Sensors & Instrumentation (“PSI“) product line within Industrial & Energy Technology (“IET“) to Crane Company for approximately $1.15 billion. These proceeds will enhance the Company’s flexibility to reinvest in higher-growth, higher-return areas that support further margin expansion and improved returns.

    Finally, Baker Hughes agreed to acquire Continental Disc Corporation (“CDC“), a leading provider of pressure management solutions, for approximately $540 million. The CDC acquisition strengthens the IET Industrial Products portfolio with a highly complementary, margin-accretive business that expands the Company’s position in the flow and pressure control market and enhances recurring, lifecycle driven revenue.

    Key awards and technology achievements

    The Company continued to support the development of critical data center projects, with year-to-date data center awards of more than $650 million. IET received an award to supply 30 NovaLT™ turbines, representing our largest data center award to-date. The turbines, alongside other associated Baker Hughes equipment, will deliver up to 500 megawatts (MW) of reliable and efficient power for data center development across various U.S. locations.

    Frontier Infrastructure awarded a contract for NovaLT™ turbines, delivering up to 270 MW of power for its data center projects in Wyoming and Texas. This follows the March 2025 enterprise-wide agreement to accelerate large scale carbon capture and storage (“CCS“) and power solutions.

    Baker Hughes continues to grow the pipeline of future data center opportunities. At the Saudi-U.S. Investment Forum in May, the Company signed an MoU with DataVolt that plans to power data centers globally, including the NEOM project in the Kingdom that intends to utilize Baker Hughes’ multi-fuel NovaLT™ technology solution.

    In addition to growing demand from data center applications, IET experienced increased demand for NovaLT™ turbines in the gas infrastructure sector. During the second quarter, the segment secured an award for four gas turbines to support Aramco’s Master Gas System III pipeline project. Including this award, we have secured a total of $2.9 billion in gas infrastructure equipment orders over the past six quarters.

    Highlighting the durability of IET’s lifecycle model, the segment was awarded several aftermarket services contracts. In Gas Technology Services (“GTS“), the Company secured more than $350 million of Contractual Services Agreements (“CSA“) during the quarter. We signed a maintenance agreement with Belayim Petroleum Company (“Petrobel”) to improve uptime and reliability of critical turbomachinery equipment in Egypt. Also in GTS, we renewed a multi-year service agreement with Oman LNG, including resident engineering support along with digital remote monitoring and diagnostics services delivered through iCenter™.

    The Company gained further traction with New Energy globally, with year-to-date bookings now totaling $1.25 billion. In Climate Technology Solutions (“CTS“), we secured one of our largest CCS orders to-date, providing compression technology for a CCS hub in the Middle East. Also in CTS, we signed a framework agreement with Energinet in Denmark to supply 16 reciprocating compressor packages, supporting an increase in biogas production while driving methane and CO2 emissions reduction for gas infrastructure across the country.

    Industrial Technology continued to demonstrate strong momentum across multiple end markets. In Industrial Solutions, we secured a variety of awards for our Cordant™ suite of solutions. This includes an award from a large NOC to deploy Asset Performance Management across several compression stations in the Middle East, and an award from NOVA Chemicals to optimize maintenance spend and maximize production.

    OFSE maintained strong momentum in Mature Assets Solutions around the globe. In Angola, OFSE was awarded multi-year production solutions contracts for chemicals, artificial lift, and digital services to support a major operator’s offshore activities. In Kazakhstan, the TOPAN and Baker Hughes joint venture secured a critical production chemicals and services award. In Norway, Equinor awarded OFSE a contract to industrialize offshore plug and abandonment (“P&A“) operations in the Oseberg East field, which followed the announcement of a multi-year P&A framework agreement for integrated well services.

    OFSE saw continued adoption of Leucipa™ automated field production solution, securing an award from Repsol for next-generation AI capabilities following the MoU signed in October 2024. The Company also signed an agreement with ENI to deploy Leucipa for electric submersible pumps (“ESP“) optimization and AI-powered predictive failure analytics in the Middle East.

    Also in the Middle East, Baker Hughes signed a master services agreement with Aramco for installation and maintenance of ESPs across the Kingdom of Saudi Arabia.

    In North America, OFSE secured a multi-year contract to provide drag reducing chemicals to be deployed on Genesis Energy’s Cameron Highway Oil Pipeline and Poseidon systems, each of which is operated and 64% owned by Genesis Energy. To support this agreement, OFSE will expand its chemicals manufacturing footprint and deploy Leucipa. Additionally, bp awarded OFSE a multi-year chemicals management services contract to optimize throughput and asset reliability in the U.S. Gulf Coast.

    In Germany, OFSE successfully drilled Lower Saxony’s first productive deep geothermal exploration well, a project that leverages OFSE’s integrated well construction and production capabilities and the Company’s industry-leading subsurface-to-surface digital solutions to monitor and optimize operational performance.

    Consolidated Financial Results

    Revenue for the quarter was $6,910 million, an increase of 8% sequentially and down $229 million year-over-year. The decrease in revenue year-over-year was driven by a decrease in OFSE partially offset by an increase in IET.

    The Company’s total book-to-bill ratio in the second quarter of 2025 was 1.0; the IET book-to-bill ratio was 1.1.

    Net income as determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the second quarter of 2025 was $701 million. Net income increased $299 million sequentially and increased $122 million year-over-year.

    Adjusted net income (a non-GAAP financial measure) for the second quarter of 2025 was $623 million, which excludes adjustments totaling $78 million. A list of the adjusting items and associated reconciliation from GAAP has been provided in Table 1b in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” Adjusted net income for the second quarter of 2025 was up 22% sequentially and up 10% year-over-year.

    Depreciation and amortization for the second quarter of 2025 was $293 million.

    Adjusted EBITDA (a non-GAAP financial measure) for the second quarter of 2025 was $1,212 million, which excludes adjustments totaling $102 million. See Table 1a in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” Adjusted EBITDA for the second quarter was up 17% sequentially and up 7% year-over-year.

    The sequential increase in adjusted net income and adjusted EBITDA was primarily driven by an increase in volume, favorable FX, and overall productivity. The year-over-year increase in adjusted net income and adjusted EBITDA was driven by productivity and structural cost out initiatives, favorable FX, partially offset by lower volume in OFSE, and cost inflation in both segments.

    Other Financial Items

    Remaining Performance Obligations (“RPO”) in the second quarter of 2025 ended at $34 billion, an increase of $0.8 billion from the first quarter of 2025. OFSE RPO was $2.7 billion, down 3% sequentially, while IET RPO was $31.3 billion, up 3% sequentially. Within IET RPO, GTE RPO was $11.3 billion, and GTS RPO was $15.6 billion.

    Income tax expense in the second quarter of 2025 was $256 million.

    Other (income) expense, net in the second quarter of 2025 was $(134) million, primarily related to changes in fair value for equity securities of $(119) million.

    GAAP diluted earnings per share was $0.71. Adjusted diluted earnings per share (a non-GAAP financial measure) was $0.63. Excluded from adjusted diluted earnings per share were all items listed in Table 1b in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Cash flow from operating activities was $510 million for the second quarter of 2025. Free cash flow (a non-GAAP financial measure) for the quarter was $239 million. A reconciliation from GAAP has been provided in Table 1c in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Capital expenditures, net of proceeds from disposal of assets, were $271 million for the second quarter of 2025, of which $184 million was for OFSE and $68 million was for IET.

    Results by Reporting Segment

    The following segment discussions and variance explanations are intended to reflect management’s view of the relevant comparisons of financial results on a sequential or year-over-year basis, depending on the business dynamics of the reporting segments.

    Oilfield Services & Equipment

    (in millions)   Three Months Ended   Variance
    Segment results   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Orders   $ 3,503   $ 3,281   $ 4,068     7 % (14 %)
    Revenue   $ 3,617   $ 3,499   $ 4,011     3 % (10 %)
    EBITDA   $ 677   $ 623   $ 716     9 % (5 %)
    EBITDA margin     18.7 %   17.8 %   17.8 %   0.9pts 0.9pts
    (in millions)   Three Months Ended   Variance
    Revenue by Product Line   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Well Construction   $ 921   $ 892   $ 1,090     3 % (16 %)
    Completions, Intervention, and Measurements     935     925     1,118     1 % (16 %)
    Production Solutions     968     899     958     8 % 1 %
    Subsea & Surface Pressure Systems     793     782     845     1 % (6 %)
    Total Revenue   $ 3,617   $ 3,499   $ 4,011     3 % (10 %)
    (in millions)   Three Months Ended   Variance
    Revenue by Geographic Region   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    North America   $ 928   $ 922   $ 1,023     1 % (9 %)
    Latin America     639     568     663     12 % (4 %)
    Europe/CIS/Sub-Saharan Africa     653     580     827     13 % (21 %)
    Middle East/Asia     1,398     1,429     1,498     (2 %) (7 %)
    Total Revenue   $ 3,617   $ 3,499   $ 4,011     3 % (10 %)
                   
    North America   $ 928   $ 922   $ 1,023     1 % (9 %)
    International   $ 2,689   $ 2,577   $ 2,988     4 % (10 %)


    EBITDA excludes depreciation and amortization of     $233 million, $226 million, and $223 million for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively. EBITDA margin is defined as EBITDA divided by revenue.

    OFSE orders of $3,503 million for the second quarter of 2025 increased by 7% sequentially. Subsea and Surface Pressure Systems orders were $698 million, up 31% sequentially, and down 21% year-over-year.

    OFSE revenue of $3,617 million for the second quarter of 2025 was up 3% sequentially, and down 10% year-over-year.

    North America revenue was $928 million, up 1% sequentially. International revenue was $2,689 million, up 4% sequentially, with increase in all regions with the exception of Middle East and Asia.

    Segment EBITDA for the second quarter of 2025 was $677 million, an increase of $54 million, or 9% sequentially. The sequential increase in EBITDA was primarily driven by productivity, structural cost-out initiatives, volume increase, partially offset by inflation and revenue mix.

    Industrial & Energy Technology

    (in millions)   Three Months Ended   Variance
    Segment results   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Orders   $ 3,530   $ 3,178   $ 3,458     11 % 2 %
    Revenue   $ 3,293   $ 2,928   $ 3,128     12 % 5 %
    EBITDA   $ 585   $ 501   $ 497     17 % 18 %
    EBITDA margin     17.8 %   17.1 %   15.9 %   0.7pts 1.9pts
    (in millions)   Three Months Ended   Variance
    Orders by Product Line   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Gas Technology Equipment   $ 781   $ 1,335   $ 1,493     (42 %) (48 %)
    Gas Technology Services     986     913     769     8 % 28 %
    Total Gas Technology     1,767     2,248     2,261     (21 %) (22 %)
    Industrial Products     513     501     524     2 % (2 %)
    Industrial Solutions     327     281     281     16 % 16 %
    Total Industrial Technology     839     782     805     7 % 4 %
    Climate Technology Solutions     923     148     392     F F
    Total Orders   $ 3,530   $ 3,178   $ 3,458     11 % 2 %
    (in millions)   Three Months Ended   Variance
    Revenue by Product Line   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Gas Technology Equipment   $ 1,624   $ 1,456   $ 1,539     12 % 6 %
    Gas Technology Services     752     592     691     27 % 9 %
    Total Gas Technology     2,377     2,047     2,230     16 % 7 %
    Industrial Products     488     445     509     10 % (4 %)
    Industrial Solutions     273     258     262     6 % 4 %
    Total Industrial Technology     761     703     770     8 % (1 %)
    Climate Technology Solutions     156     178     128     (12 %) 22 %
    Total Revenue   $ 3,293   $ 2,928   $ 3,128     12 % 5 %


    EBITDA excludes depreciation and amortization of     $56 million, $53 million, and $55 million for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively. EBITDA margin is defined as EBITDA divided by revenue.

    “F” is used in most instances when variance is above 100%. Additionally, “U” is used when variance is below (100)%.

    IET orders of $3,530 million for the second quarter of 2025 increased by $72 million, or 2% year-over-year. The increase was driven primarily by Climate Technology Solutions and partially offset by Gas Technology.

    IET revenue of $3,293 million for the second quarter of 2025 increased $165 million, or 5% year-over-year. The increase was driven by Gas Technology Equipment, up $85 million or 6% year-over-year, Gas Technology Services, up $61 million or 9% year-over-year, and Climate Technology Solutions, up $28 million or 22% year-over-year.

    Segment EBITDA for the quarter was $585 million, an increase of $88 million, or 18% year-over-year. The year-over-year increase in segment EBITDA was driven by positive pricing, favorable FX, and productivity, partially offset by cost inflation.

    Reconciliation of GAAP to non-GAAP Financial Measures

    Management provides non-GAAP financial measures because it believes such measures are widely accepted financial indicators used by investors and analysts to analyze and compare companies on the basis of operating performance (including adjusted EBITDA; adjusted net income attributable to Baker Hughes; and adjusted diluted earnings per share) and liquidity (free cash flow) and that these measures may be used by investors to make informed investment decisions. Management believes that the exclusion of certain identified items from several key operating performance measures enables us to evaluate our operations more effectively, to identify underlying trends in the business, and to establish operational goals for certain management compensation purposes. Management also believes that free cash flow is an important supplemental measure of our cash performance but should not be considered as a measure of residual cash flow available for discretionary purposes, or as an alternative to cash flow from operating activities presented in accordance with GAAP.

    Table 1a. Reconciliation of Net Income Attributable to Baker Hughes to Adjusted EBITDA and Segment EBITDA

        Three Months Ended
    (in millions)   June 30, 2025 March 31, 2025 June 30, 2024
    Net income attributable to Baker Hughes (GAAP)   $ 701   $ 402   $ 579  
    Net income attributable to noncontrolling interests     10     7     2  
    Provision for income taxes     256     152     243  
    Interest expense, net     54     51     47  
    Depreciation & amortization     293     285     283  
    Change in fair value of equity securities (1)     (119 )   140     (19 )
    Other charges and credits (1)     17     —     (6 )
    Adjusted EBITDA (non-GAAP)     1,212     1,037     1,130  
    Corporate costs     78     85     83  
    Other (income) / expense not allocated to segments     (28 )   1     —  
    Total Segment EBITDA (non-GAAP)   $ 1,262   $ 1,124   $ 1,213  
    OFSE     677     623     716  
    IET     585     501     497  


    (1)     Change in fair value of equity securities and other charges and credits are reported in “Other (income) expense, net” on the condensed consolidated statements of income (loss).

    Table 1a reconciles net income attributable to Baker Hughes, which is the directly comparable financial result determined in accordance with GAAP, to adjusted EBITDA and Segment EBITDA. Adjusted EBITDA and Segment EBITDA exclude the impact of certain identified items.

    Table 1b. Reconciliation of Net Income Attributable to Baker Hughes to Adjusted Net Income Attributable to Baker Hughes

        Three Months Ended
    (in millions, except per share amounts)   June 30, 2025 March 31, 2025 June 30, 2024
    Net income attributable to Baker Hughes (GAAP)   $ 701   $ 402   $ 579  
    Change in fair value of equity securities     (119 )   140     (19 )
    Other adjustments     17     —     14  
    Tax adjustments(1)     24     (32 )   (6 )
    Total adjustments, net of income tax     (78 )   108     (11 )
    Less: adjustments attributable to noncontrolling interests     —     —     —  
    Adjustments attributable to Baker Hughes     (78 )   108     (11 )
    Adjusted net income attributable to Baker Hughes (non-GAAP)   $ 623   $ 509   $ 568  
             
    Denominator:        
    Weighted-average shares of Class A common stock outstanding diluted     991     999     1,001  
    Adjusted earnings per share – diluted (non-GAAP)   $ 0.63   $ 0.51   $ 0.57  


    (1)     All periods reflect the tax associated with the other (income) loss adjustments.

    Table 1b reconciles net income attributable to Baker Hughes, which is the directly comparable financial result determined in accordance with GAAP, to adjusted net income attributable to Baker Hughes. Adjusted net income attributable to Baker Hughes excludes the impact of certain identified items.

    Table 1c. Reconciliation of Net Cash Flows from Operating Activities to Free Cash Flow

        Three Months Ended
    (in millions)   June 30, 2025 March 31, 2025 June 30, 2024
    Net cash flows from operating activities (GAAP)   $ 510   $ 709   $ 348  
    Add: cash used for capital expenditures, net of proceeds from disposal of assets     (271 )   (255 )   (242 )
    Free cash flow (non-GAAP)   $ 239   $ 454   $ 106  

    Table 1c reconciles net cash flows from operating activities, which is the directly comparable financial result determined in accordance with GAAP, to free cash flow. Free cash flow is defined as net cash flows from operating activities less expenditures for capital assets plus proceeds from disposal of assets.


    Financial Tables (GAAP)

    Condensed Consolidated Statements of Income (Loss)
    (Unaudited)
     
        Three Months Ended June 30, Six Months Ended June 30,
    (In millions, except per share amounts)     2025     2024     2025     2024  
    Revenue   $ 6,910   $ 7,139   $ 13,337   $ 13,557  
    Costs and expenses:          
    Cost of revenue     5,295     5,493     10,247     10,469  
    Selling, general and administrative     567     643     1,144     1,261  
    Research and development costs     161     158     307     322  
    Other (income) expense, net     (134 )   (26 )   6     (48 )
    Interest expense, net     54     47     105     88  
    Income before income taxes     967     824     1,528     1,465  
    Provision for income taxes     (256 )   (243 )   (408 )   (421 )
    Net income     711     581     1,120     1,044  
    Less: Net income attributable to noncontrolling interests     10     2     17     10  
    Net income attributable to Baker Hughes Company   $ 701   $ 579   $ 1,103   $ 1,034  
               
    Per share amounts:      
    Basic income per Class A common stock   $ 0.71   $ 0.58   $ 1.11   $ 1.04  
    Diluted income per Class A common stock   $ 0.71   $ 0.58   $ 1.11   $ 1.03  
               
    Weighted average shares:          
    Class A basic     988     996     990     997  
    Class A diluted     991     1,001     995     1,002  
               
    Cash dividend per Class A common stock   $ 0.23   $ 0.21   $ 0.46   $ 0.42  
    Condensed Consolidated Statements of Financial Position
    (Unaudited)
     
    (In millions)   June 30, 2025 December 31, 2024
    ASSETS
    Current Assets:      
    Cash and cash equivalents   $ 3,087   $ 3,364  
    Current receivables, net     6,511     7,122  
    Inventories, net     5,105     4,954  
    All other current assets     2,915     1,771  
    Total current assets     17,618     17,211  
    Property, plant and equipment, less accumulated depreciation     5,176     5,127  
    Goodwill     5,801     6,078  
    Other intangible assets, net     3,919     3,951  
    Contract and other deferred assets     1,841     1,730  
    All other assets     4,385     4,266  
    Total assets   $ 38,740   $ 38,363  
    LIABILITIES AND EQUITY
    Current Liabilities:      
    Accounts payable   $ 4,340   $ 4,542  
    Short-term debt     66     53  
    Progress collections and deferred income     5,680     5,672  
    All other current liabilities     2,429     2,724  
    Total current liabilities     12,515     12,991  
    Long-term debt     5,968     5,970  
    Liabilities for pensions and other postretirement benefits     997     988  
    All other liabilities     1,392     1,359  
    Equity     17,868     17,055  
    Total liabilities and equity   $ 38,740   $ 38,363  
           
    Outstanding Baker Hughes Company shares:      
    Class A common stock     985     990  
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)
     
        Three Months Ended June 30, Six Months Ended June 30,
    (In millions)     2025     2025     2024  
    Cash flows from operating activities:        
    Net income   $ 711   $ 1,120   $ 1,044  
    Adjustments to reconcile net income to net cash flows from operating activities:        
    Depreciation and amortization     293     579     566  
    Stock-based compensation cost     52     102     101  
    Change in fair value of equity securities     (119 )   21     (71 )
    (Benefit) provision for deferred income taxes     36     (17 )   33  
    Working capital     (120 )   98     (36 )
    Other operating items, net     (343 )   (684 )   (505 )
    Net cash flows provided by operating activities     510     1,219     1,132  
    Cash flows from investing activities:        
    Expenditures for capital assets     (301 )   (601 )   (625 )
    Proceeds from disposal of assets     30     74     101  
    Other investing items, net     (15 )   (69 )   (6 )
    Net cash flows used in investing activities     (286 )   (596 )   (530 )
    Cash flows from financing activities:        
    Repayment of long-term debt     —     —     (125 )
    Dividends paid     (227 )   (456 )   (419 )
    Repurchase of Class A common stock     (196 )   (384 )   (324 )
    Other financing items, net     (20 )   (105 )   (61 )
    Net cash flows used in financing activities     (443 )   (945 )   (929 )
    Effect of currency exchange rate changes on cash and cash equivalents     29     45     (35 )
    Decrease in cash and cash equivalents     (190 )   (277 )   (362 )
    Cash and cash equivalents, beginning of period     3,277     3,364     2,646  
    Cash and cash equivalents, end of period   $ 3,087   $ 3,087   $ 2,284  
    Supplemental cash flows disclosures:        
    Income taxes paid, net of refunds   $ 211   $ 418   $ 336  
    Interest paid   $ 98   $ 148   $ 150  


    Supplemental Financial Information

    Supplemental financial information can be found on the Company’s website at: investors.bakerhughes.com in the Financial Information section under Quarterly Results.

    Conference Call and Webcast

    The Company has scheduled an investor conference call to discuss management’s outlook and the results reported in today’s earnings announcement. The call will begin at 9:30 a.m. Eastern time, 8:30 a.m. Central time on Wednesday, July 23, 2025, the content of which is not part of this earnings release. The conference call will be broadcast live via a webcast and can be accessed by visiting the Events and Presentations page on the Company’s website at: investors.bakerhughes.com. An archived version of the webcast will be available on the website for one month following the webcast.

    Forward-Looking Statements

    This news release (and oral statements made regarding the subjects of this release) may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (each a “forward-looking statement”). Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “would,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target,” “goal” or other similar words or expressions. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements are also affected by the risk factors described in the Company’s annual report on Form 10-K for the annual period ended December 31, 2024 and those set forth from time to time in other filings with the Securities and Exchange Commission (“SEC”). The documents are available through the Company’s website at: www.investors.bakerhughes.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval system at: www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

    Our expectations regarding our business outlook and business plans; the business plans of our customers; oil and natural gas market conditions; cost and availability of resources; economic, legal and regulatory conditions, and other matters are only our forecasts regarding these matters.

    These forward-looking statements, including forecasts, may be substantially different from actual results, which are affected by many risks, along with the following risk factors and the timing of any of these risk factors:

    • Economic and political conditions – the impact of worldwide economic conditions and rising inflation; the impact of tariffs and the potential for significant increases thereto; the impact of global trade policy and the potential for significant changes thereto; the effect that declines in credit availability may have on worldwide economic growth and demand for hydrocarbons; foreign currency exchange fluctuations and changes in the capital markets in locations where we operate; and the impact of government disruptions and sanctions.
    • Orders and RPO – our ability to execute on orders and RPO in accordance with agreed specifications, terms and conditions and convert those orders and RPO to revenue and cash.
    • Oil and gas market conditions – the level of petroleum industry exploration, development and production expenditures; the price of, volatility in pricing of, and the demand for crude oil and natural gas; drilling activity; drilling permits for and regulation of the shelf and the deepwater drilling; excess productive capacity; crude and product inventories; liquefied natural gas supply and demand; seasonal and other adverse weather conditions that affect the demand for energy; severe weather conditions, such as tornadoes and hurricanes, that affect exploration and production activities; Organization of Petroleum Exporting Countries (“OPEC”) policy and the adherence by OPEC nations to their OPEC production quotas.
    • Terrorism and geopolitical risks – war, military action, terrorist activities or extended periods of international conflict, particularly involving any petroleum-producing or consuming regions, including Russia and Ukraine; and the recent conflict in the Middle East; labor disruptions, civil unrest or security conditions where we operate; potentially burdensome taxation, expropriation of assets by governmental action; cybersecurity risks and cyber incidents or attacks; epidemic outbreaks.

    About Baker Hughes:

    Baker Hughes (Nasdaq: BKR) is an energy technology company that provides solutions to energy and industrial customers worldwide. Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com.

    For more information, please contact:

    Investor Relations

    Chase Mulvehill
    +1 346-297-2561
    investor.relations@bakerhughes.com

    Media Relations

    Adrienne M. Lynch
    +1 713-906-8407
    adrienne.lynch@bakerhughes.com

    The MIL Network –

  • MIL-OSI: Baker Hughes Company Announces Second-Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Second-quarter highlights

    • Orders of $7.0 billion, including $3.5 billion of IET orders.
    • RPO of $34.0 billion, including record IET RPO of $31.3 billion.
    • Revenue of $6.9 billion, down 3% year-over-year.
    • Attributable net income of $701 million.
    • GAAP diluted EPS of $0.71 and adjusted diluted EPS* of $0.63.
    • Adjusted EBITDA* of $1,212 million, up 7% year-over-year.
    • Cash flows from operating activities of $510 million and free cash flow* of $239 million.
    • Returns to shareholders of $423 million, including $196 million of share repurchases.

    HOUSTON and LONDON, July 22, 2025 (GLOBE NEWSWIRE) — Baker Hughes Company (Nasdaq: BKR) (“Baker Hughes” or the “Company”) announced results today for the second quarter of 2025.

    “We delivered strong second-quarter results, with total adjusted EBITDA margins increasing 170 basis points year-over-year to 17.5% despite a modest decline in revenue. This performance reflects the benefits of structural cost improvements and continued deployment of our business system, which is driving higher productivity, stronger operating leverage and more durable earnings across the company,” said Lorenzo Simonelli, Baker Hughes Chairman and Chief Executive Officer.

    “IET orders totaled $3.5 billion in the quarter, resulting in another record backlog for the segment. Importantly, order momentum remained strong, supported by more than $550 million of data center related orders, despite the absence of large LNG awards. Following a strong first half and a positive outlook for second half awards, we are confident of achieving the full-year order guidance range for IET.”

    “We remain confident in our ability to deliver solid performance in 2025, with continued growth in IET helping to offset softness in more market-sensitive areas of OFSE – underscoring the strength of our portfolio and the benefits of our strategic diversification. Accordingly, we are raising our full-year revenue and EBITDA guidance for IET and reestablishing full-year guidance for OFSE.”

    “During the quarter, we also announced three strategic transactions to advance our portfolio optimization strategy, reinforcing efforts to enhance the durability of earnings and cash flow while creating long-term value for shareholders. These actions are designed to unlock value from non-core businesses in our portfolio and redeploy that capital into higher-margin opportunities that fit our financial and strategic frameworks.”

    “We are progressing with our strategy of positioning the company for sustainable, differentiated growth and commend the focus and dedication of our people in executing this strategy,” concluded Simonelli.

    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

        Three Months Ended   Variance
    (in millions except per share amounts)   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Orders   $ 7,032   $ 6,459   $ 7,526     9 % (7 %)
    Revenue     6,910     6,427     7,139     8 % (3 %)
    Net income attributable to Baker Hughes     701     402     579     74 % 21 %
    Adjusted net income attributable to Baker Hughes*     623     509     568     22 % 10 %
    Adjusted EBITDA*     1,212     1,037     1,130     17 % 7 %
    Diluted earnings per share (EPS)     0.71     0.40     0.58     76 % 22 %
    Adjusted diluted EPS*     0.63     0.51     0.57     23 % 11 %
    Cash flow from operating activities     510     709     348     (28 %) 47 %
    Free cash flow*     239     454     106     (47 %) F


    * Non-GAAP measure. See reconciliations in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Certain columns and rows in our tables and financial statements may not sum up due to the use of rounded numbers.

    “F” is used in most instances when variance is above 100%. Additionally, “U” is used when variance is below (100)%.

    Quarter Highlights

    Executing our portfolio optimization strategy

    In the second quarter, Baker Hughes announced three strategic transactions, all of which reflect a disciplined capital allocation framework and a focus on core businesses with strong return potential.

    First, the Company signed an agreement to form a joint venture with a subsidiary of Cactus, Inc., contributing the Oilfield Services & Equipment’s (“OFSE“) Surface Pressure Control (“SPC“) product line in exchange for approximately $345 million while maintaining a minority ownership stake.

    Second, the Company announced an agreement to sell the Precision Sensors & Instrumentation (“PSI“) product line within Industrial & Energy Technology (“IET“) to Crane Company for approximately $1.15 billion. These proceeds will enhance the Company’s flexibility to reinvest in higher-growth, higher-return areas that support further margin expansion and improved returns.

    Finally, Baker Hughes agreed to acquire Continental Disc Corporation (“CDC“), a leading provider of pressure management solutions, for approximately $540 million. The CDC acquisition strengthens the IET Industrial Products portfolio with a highly complementary, margin-accretive business that expands the Company’s position in the flow and pressure control market and enhances recurring, lifecycle driven revenue.

    Key awards and technology achievements

    The Company continued to support the development of critical data center projects, with year-to-date data center awards of more than $650 million. IET received an award to supply 30 NovaLT™ turbines, representing our largest data center award to-date. The turbines, alongside other associated Baker Hughes equipment, will deliver up to 500 megawatts (MW) of reliable and efficient power for data center development across various U.S. locations.

    Frontier Infrastructure awarded a contract for NovaLT™ turbines, delivering up to 270 MW of power for its data center projects in Wyoming and Texas. This follows the March 2025 enterprise-wide agreement to accelerate large scale carbon capture and storage (“CCS“) and power solutions.

    Baker Hughes continues to grow the pipeline of future data center opportunities. At the Saudi-U.S. Investment Forum in May, the Company signed an MoU with DataVolt that plans to power data centers globally, including the NEOM project in the Kingdom that intends to utilize Baker Hughes’ multi-fuel NovaLT™ technology solution.

    In addition to growing demand from data center applications, IET experienced increased demand for NovaLT™ turbines in the gas infrastructure sector. During the second quarter, the segment secured an award for four gas turbines to support Aramco’s Master Gas System III pipeline project. Including this award, we have secured a total of $2.9 billion in gas infrastructure equipment orders over the past six quarters.

    Highlighting the durability of IET’s lifecycle model, the segment was awarded several aftermarket services contracts. In Gas Technology Services (“GTS“), the Company secured more than $350 million of Contractual Services Agreements (“CSA“) during the quarter. We signed a maintenance agreement with Belayim Petroleum Company (“Petrobel”) to improve uptime and reliability of critical turbomachinery equipment in Egypt. Also in GTS, we renewed a multi-year service agreement with Oman LNG, including resident engineering support along with digital remote monitoring and diagnostics services delivered through iCenter™.

    The Company gained further traction with New Energy globally, with year-to-date bookings now totaling $1.25 billion. In Climate Technology Solutions (“CTS“), we secured one of our largest CCS orders to-date, providing compression technology for a CCS hub in the Middle East. Also in CTS, we signed a framework agreement with Energinet in Denmark to supply 16 reciprocating compressor packages, supporting an increase in biogas production while driving methane and CO2 emissions reduction for gas infrastructure across the country.

    Industrial Technology continued to demonstrate strong momentum across multiple end markets. In Industrial Solutions, we secured a variety of awards for our Cordant™ suite of solutions. This includes an award from a large NOC to deploy Asset Performance Management across several compression stations in the Middle East, and an award from NOVA Chemicals to optimize maintenance spend and maximize production.

    OFSE maintained strong momentum in Mature Assets Solutions around the globe. In Angola, OFSE was awarded multi-year production solutions contracts for chemicals, artificial lift, and digital services to support a major operator’s offshore activities. In Kazakhstan, the TOPAN and Baker Hughes joint venture secured a critical production chemicals and services award. In Norway, Equinor awarded OFSE a contract to industrialize offshore plug and abandonment (“P&A“) operations in the Oseberg East field, which followed the announcement of a multi-year P&A framework agreement for integrated well services.

    OFSE saw continued adoption of Leucipa™ automated field production solution, securing an award from Repsol for next-generation AI capabilities following the MoU signed in October 2024. The Company also signed an agreement with ENI to deploy Leucipa for electric submersible pumps (“ESP“) optimization and AI-powered predictive failure analytics in the Middle East.

    Also in the Middle East, Baker Hughes signed a master services agreement with Aramco for installation and maintenance of ESPs across the Kingdom of Saudi Arabia.

    In North America, OFSE secured a multi-year contract to provide drag reducing chemicals to be deployed on Genesis Energy’s Cameron Highway Oil Pipeline and Poseidon systems, each of which is operated and 64% owned by Genesis Energy. To support this agreement, OFSE will expand its chemicals manufacturing footprint and deploy Leucipa. Additionally, bp awarded OFSE a multi-year chemicals management services contract to optimize throughput and asset reliability in the U.S. Gulf Coast.

    In Germany, OFSE successfully drilled Lower Saxony’s first productive deep geothermal exploration well, a project that leverages OFSE’s integrated well construction and production capabilities and the Company’s industry-leading subsurface-to-surface digital solutions to monitor and optimize operational performance.

    Consolidated Financial Results

    Revenue for the quarter was $6,910 million, an increase of 8% sequentially and down $229 million year-over-year. The decrease in revenue year-over-year was driven by a decrease in OFSE partially offset by an increase in IET.

    The Company’s total book-to-bill ratio in the second quarter of 2025 was 1.0; the IET book-to-bill ratio was 1.1.

    Net income as determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the second quarter of 2025 was $701 million. Net income increased $299 million sequentially and increased $122 million year-over-year.

    Adjusted net income (a non-GAAP financial measure) for the second quarter of 2025 was $623 million, which excludes adjustments totaling $78 million. A list of the adjusting items and associated reconciliation from GAAP has been provided in Table 1b in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” Adjusted net income for the second quarter of 2025 was up 22% sequentially and up 10% year-over-year.

    Depreciation and amortization for the second quarter of 2025 was $293 million.

    Adjusted EBITDA (a non-GAAP financial measure) for the second quarter of 2025 was $1,212 million, which excludes adjustments totaling $102 million. See Table 1a in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.” Adjusted EBITDA for the second quarter was up 17% sequentially and up 7% year-over-year.

    The sequential increase in adjusted net income and adjusted EBITDA was primarily driven by an increase in volume, favorable FX, and overall productivity. The year-over-year increase in adjusted net income and adjusted EBITDA was driven by productivity and structural cost out initiatives, favorable FX, partially offset by lower volume in OFSE, and cost inflation in both segments.

    Other Financial Items

    Remaining Performance Obligations (“RPO”) in the second quarter of 2025 ended at $34 billion, an increase of $0.8 billion from the first quarter of 2025. OFSE RPO was $2.7 billion, down 3% sequentially, while IET RPO was $31.3 billion, up 3% sequentially. Within IET RPO, GTE RPO was $11.3 billion, and GTS RPO was $15.6 billion.

    Income tax expense in the second quarter of 2025 was $256 million.

    Other (income) expense, net in the second quarter of 2025 was $(134) million, primarily related to changes in fair value for equity securities of $(119) million.

    GAAP diluted earnings per share was $0.71. Adjusted diluted earnings per share (a non-GAAP financial measure) was $0.63. Excluded from adjusted diluted earnings per share were all items listed in Table 1b in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Cash flow from operating activities was $510 million for the second quarter of 2025. Free cash flow (a non-GAAP financial measure) for the quarter was $239 million. A reconciliation from GAAP has been provided in Table 1c in the section titled “Reconciliation of GAAP to non-GAAP Financial Measures.”

    Capital expenditures, net of proceeds from disposal of assets, were $271 million for the second quarter of 2025, of which $184 million was for OFSE and $68 million was for IET.

    Results by Reporting Segment

    The following segment discussions and variance explanations are intended to reflect management’s view of the relevant comparisons of financial results on a sequential or year-over-year basis, depending on the business dynamics of the reporting segments.

    Oilfield Services & Equipment

    (in millions)   Three Months Ended   Variance
    Segment results   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Orders   $ 3,503   $ 3,281   $ 4,068     7 % (14 %)
    Revenue   $ 3,617   $ 3,499   $ 4,011     3 % (10 %)
    EBITDA   $ 677   $ 623   $ 716     9 % (5 %)
    EBITDA margin     18.7 %   17.8 %   17.8 %   0.9pts 0.9pts
    (in millions)   Three Months Ended   Variance
    Revenue by Product Line   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Well Construction   $ 921   $ 892   $ 1,090     3 % (16 %)
    Completions, Intervention, and Measurements     935     925     1,118     1 % (16 %)
    Production Solutions     968     899     958     8 % 1 %
    Subsea & Surface Pressure Systems     793     782     845     1 % (6 %)
    Total Revenue   $ 3,617   $ 3,499   $ 4,011     3 % (10 %)
    (in millions)   Three Months Ended   Variance
    Revenue by Geographic Region   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    North America   $ 928   $ 922   $ 1,023     1 % (9 %)
    Latin America     639     568     663     12 % (4 %)
    Europe/CIS/Sub-Saharan Africa     653     580     827     13 % (21 %)
    Middle East/Asia     1,398     1,429     1,498     (2 %) (7 %)
    Total Revenue   $ 3,617   $ 3,499   $ 4,011     3 % (10 %)
                   
    North America   $ 928   $ 922   $ 1,023     1 % (9 %)
    International   $ 2,689   $ 2,577   $ 2,988     4 % (10 %)


    EBITDA excludes depreciation and amortization of     $233 million, $226 million, and $223 million for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively. EBITDA margin is defined as EBITDA divided by revenue.

    OFSE orders of $3,503 million for the second quarter of 2025 increased by 7% sequentially. Subsea and Surface Pressure Systems orders were $698 million, up 31% sequentially, and down 21% year-over-year.

    OFSE revenue of $3,617 million for the second quarter of 2025 was up 3% sequentially, and down 10% year-over-year.

    North America revenue was $928 million, up 1% sequentially. International revenue was $2,689 million, up 4% sequentially, with increase in all regions with the exception of Middle East and Asia.

    Segment EBITDA for the second quarter of 2025 was $677 million, an increase of $54 million, or 9% sequentially. The sequential increase in EBITDA was primarily driven by productivity, structural cost-out initiatives, volume increase, partially offset by inflation and revenue mix.

    Industrial & Energy Technology

    (in millions)   Three Months Ended   Variance
    Segment results   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Orders   $ 3,530   $ 3,178   $ 3,458     11 % 2 %
    Revenue   $ 3,293   $ 2,928   $ 3,128     12 % 5 %
    EBITDA   $ 585   $ 501   $ 497     17 % 18 %
    EBITDA margin     17.8 %   17.1 %   15.9 %   0.7pts 1.9pts
    (in millions)   Three Months Ended   Variance
    Orders by Product Line   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Gas Technology Equipment   $ 781   $ 1,335   $ 1,493     (42 %) (48 %)
    Gas Technology Services     986     913     769     8 % 28 %
    Total Gas Technology     1,767     2,248     2,261     (21 %) (22 %)
    Industrial Products     513     501     524     2 % (2 %)
    Industrial Solutions     327     281     281     16 % 16 %
    Total Industrial Technology     839     782     805     7 % 4 %
    Climate Technology Solutions     923     148     392     F F
    Total Orders   $ 3,530   $ 3,178   $ 3,458     11 % 2 %
    (in millions)   Three Months Ended   Variance
    Revenue by Product Line   June 30, 2025 March 31, 2025 June 30, 2024   Sequential Year-over-year
    Gas Technology Equipment   $ 1,624   $ 1,456   $ 1,539     12 % 6 %
    Gas Technology Services     752     592     691     27 % 9 %
    Total Gas Technology     2,377     2,047     2,230     16 % 7 %
    Industrial Products     488     445     509     10 % (4 %)
    Industrial Solutions     273     258     262     6 % 4 %
    Total Industrial Technology     761     703     770     8 % (1 %)
    Climate Technology Solutions     156     178     128     (12 %) 22 %
    Total Revenue   $ 3,293   $ 2,928   $ 3,128     12 % 5 %


    EBITDA excludes depreciation and amortization of     $56 million, $53 million, and $55 million for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively. EBITDA margin is defined as EBITDA divided by revenue.

    “F” is used in most instances when variance is above 100%. Additionally, “U” is used when variance is below (100)%.

    IET orders of $3,530 million for the second quarter of 2025 increased by $72 million, or 2% year-over-year. The increase was driven primarily by Climate Technology Solutions and partially offset by Gas Technology.

    IET revenue of $3,293 million for the second quarter of 2025 increased $165 million, or 5% year-over-year. The increase was driven by Gas Technology Equipment, up $85 million or 6% year-over-year, Gas Technology Services, up $61 million or 9% year-over-year, and Climate Technology Solutions, up $28 million or 22% year-over-year.

    Segment EBITDA for the quarter was $585 million, an increase of $88 million, or 18% year-over-year. The year-over-year increase in segment EBITDA was driven by positive pricing, favorable FX, and productivity, partially offset by cost inflation.

    Reconciliation of GAAP to non-GAAP Financial Measures

    Management provides non-GAAP financial measures because it believes such measures are widely accepted financial indicators used by investors and analysts to analyze and compare companies on the basis of operating performance (including adjusted EBITDA; adjusted net income attributable to Baker Hughes; and adjusted diluted earnings per share) and liquidity (free cash flow) and that these measures may be used by investors to make informed investment decisions. Management believes that the exclusion of certain identified items from several key operating performance measures enables us to evaluate our operations more effectively, to identify underlying trends in the business, and to establish operational goals for certain management compensation purposes. Management also believes that free cash flow is an important supplemental measure of our cash performance but should not be considered as a measure of residual cash flow available for discretionary purposes, or as an alternative to cash flow from operating activities presented in accordance with GAAP.

    Table 1a. Reconciliation of Net Income Attributable to Baker Hughes to Adjusted EBITDA and Segment EBITDA

        Three Months Ended
    (in millions)   June 30, 2025 March 31, 2025 June 30, 2024
    Net income attributable to Baker Hughes (GAAP)   $ 701   $ 402   $ 579  
    Net income attributable to noncontrolling interests     10     7     2  
    Provision for income taxes     256     152     243  
    Interest expense, net     54     51     47  
    Depreciation & amortization     293     285     283  
    Change in fair value of equity securities (1)     (119 )   140     (19 )
    Other charges and credits (1)     17     —     (6 )
    Adjusted EBITDA (non-GAAP)     1,212     1,037     1,130  
    Corporate costs     78     85     83  
    Other (income) / expense not allocated to segments     (28 )   1     —  
    Total Segment EBITDA (non-GAAP)   $ 1,262   $ 1,124   $ 1,213  
    OFSE     677     623     716  
    IET     585     501     497  


    (1)     Change in fair value of equity securities and other charges and credits are reported in “Other (income) expense, net” on the condensed consolidated statements of income (loss).

    Table 1a reconciles net income attributable to Baker Hughes, which is the directly comparable financial result determined in accordance with GAAP, to adjusted EBITDA and Segment EBITDA. Adjusted EBITDA and Segment EBITDA exclude the impact of certain identified items.

    Table 1b. Reconciliation of Net Income Attributable to Baker Hughes to Adjusted Net Income Attributable to Baker Hughes

        Three Months Ended
    (in millions, except per share amounts)   June 30, 2025 March 31, 2025 June 30, 2024
    Net income attributable to Baker Hughes (GAAP)   $ 701   $ 402   $ 579  
    Change in fair value of equity securities     (119 )   140     (19 )
    Other adjustments     17     —     14  
    Tax adjustments(1)     24     (32 )   (6 )
    Total adjustments, net of income tax     (78 )   108     (11 )
    Less: adjustments attributable to noncontrolling interests     —     —     —  
    Adjustments attributable to Baker Hughes     (78 )   108     (11 )
    Adjusted net income attributable to Baker Hughes (non-GAAP)   $ 623   $ 509   $ 568  
             
    Denominator:        
    Weighted-average shares of Class A common stock outstanding diluted     991     999     1,001  
    Adjusted earnings per share – diluted (non-GAAP)   $ 0.63   $ 0.51   $ 0.57  


    (1)     All periods reflect the tax associated with the other (income) loss adjustments.

    Table 1b reconciles net income attributable to Baker Hughes, which is the directly comparable financial result determined in accordance with GAAP, to adjusted net income attributable to Baker Hughes. Adjusted net income attributable to Baker Hughes excludes the impact of certain identified items.

    Table 1c. Reconciliation of Net Cash Flows from Operating Activities to Free Cash Flow

        Three Months Ended
    (in millions)   June 30, 2025 March 31, 2025 June 30, 2024
    Net cash flows from operating activities (GAAP)   $ 510   $ 709   $ 348  
    Add: cash used for capital expenditures, net of proceeds from disposal of assets     (271 )   (255 )   (242 )
    Free cash flow (non-GAAP)   $ 239   $ 454   $ 106  

    Table 1c reconciles net cash flows from operating activities, which is the directly comparable financial result determined in accordance with GAAP, to free cash flow. Free cash flow is defined as net cash flows from operating activities less expenditures for capital assets plus proceeds from disposal of assets.


    Financial Tables (GAAP)

    Condensed Consolidated Statements of Income (Loss)
    (Unaudited)
     
        Three Months Ended June 30, Six Months Ended June 30,
    (In millions, except per share amounts)     2025     2024     2025     2024  
    Revenue   $ 6,910   $ 7,139   $ 13,337   $ 13,557  
    Costs and expenses:          
    Cost of revenue     5,295     5,493     10,247     10,469  
    Selling, general and administrative     567     643     1,144     1,261  
    Research and development costs     161     158     307     322  
    Other (income) expense, net     (134 )   (26 )   6     (48 )
    Interest expense, net     54     47     105     88  
    Income before income taxes     967     824     1,528     1,465  
    Provision for income taxes     (256 )   (243 )   (408 )   (421 )
    Net income     711     581     1,120     1,044  
    Less: Net income attributable to noncontrolling interests     10     2     17     10  
    Net income attributable to Baker Hughes Company   $ 701   $ 579   $ 1,103   $ 1,034  
               
    Per share amounts:      
    Basic income per Class A common stock   $ 0.71   $ 0.58   $ 1.11   $ 1.04  
    Diluted income per Class A common stock   $ 0.71   $ 0.58   $ 1.11   $ 1.03  
               
    Weighted average shares:          
    Class A basic     988     996     990     997  
    Class A diluted     991     1,001     995     1,002  
               
    Cash dividend per Class A common stock   $ 0.23   $ 0.21   $ 0.46   $ 0.42  
    Condensed Consolidated Statements of Financial Position
    (Unaudited)
     
    (In millions)   June 30, 2025 December 31, 2024
    ASSETS
    Current Assets:      
    Cash and cash equivalents   $ 3,087   $ 3,364  
    Current receivables, net     6,511     7,122  
    Inventories, net     5,105     4,954  
    All other current assets     2,915     1,771  
    Total current assets     17,618     17,211  
    Property, plant and equipment, less accumulated depreciation     5,176     5,127  
    Goodwill     5,801     6,078  
    Other intangible assets, net     3,919     3,951  
    Contract and other deferred assets     1,841     1,730  
    All other assets     4,385     4,266  
    Total assets   $ 38,740   $ 38,363  
    LIABILITIES AND EQUITY
    Current Liabilities:      
    Accounts payable   $ 4,340   $ 4,542  
    Short-term debt     66     53  
    Progress collections and deferred income     5,680     5,672  
    All other current liabilities     2,429     2,724  
    Total current liabilities     12,515     12,991  
    Long-term debt     5,968     5,970  
    Liabilities for pensions and other postretirement benefits     997     988  
    All other liabilities     1,392     1,359  
    Equity     17,868     17,055  
    Total liabilities and equity   $ 38,740   $ 38,363  
           
    Outstanding Baker Hughes Company shares:      
    Class A common stock     985     990  
    Condensed Consolidated Statements of Cash Flows
    (Unaudited)
     
        Three Months Ended June 30, Six Months Ended June 30,
    (In millions)     2025     2025     2024  
    Cash flows from operating activities:        
    Net income   $ 711   $ 1,120   $ 1,044  
    Adjustments to reconcile net income to net cash flows from operating activities:        
    Depreciation and amortization     293     579     566  
    Stock-based compensation cost     52     102     101  
    Change in fair value of equity securities     (119 )   21     (71 )
    (Benefit) provision for deferred income taxes     36     (17 )   33  
    Working capital     (120 )   98     (36 )
    Other operating items, net     (343 )   (684 )   (505 )
    Net cash flows provided by operating activities     510     1,219     1,132  
    Cash flows from investing activities:        
    Expenditures for capital assets     (301 )   (601 )   (625 )
    Proceeds from disposal of assets     30     74     101  
    Other investing items, net     (15 )   (69 )   (6 )
    Net cash flows used in investing activities     (286 )   (596 )   (530 )
    Cash flows from financing activities:        
    Repayment of long-term debt     —     —     (125 )
    Dividends paid     (227 )   (456 )   (419 )
    Repurchase of Class A common stock     (196 )   (384 )   (324 )
    Other financing items, net     (20 )   (105 )   (61 )
    Net cash flows used in financing activities     (443 )   (945 )   (929 )
    Effect of currency exchange rate changes on cash and cash equivalents     29     45     (35 )
    Decrease in cash and cash equivalents     (190 )   (277 )   (362 )
    Cash and cash equivalents, beginning of period     3,277     3,364     2,646  
    Cash and cash equivalents, end of period   $ 3,087   $ 3,087   $ 2,284  
    Supplemental cash flows disclosures:        
    Income taxes paid, net of refunds   $ 211   $ 418   $ 336  
    Interest paid   $ 98   $ 148   $ 150  


    Supplemental Financial Information

    Supplemental financial information can be found on the Company’s website at: investors.bakerhughes.com in the Financial Information section under Quarterly Results.

    Conference Call and Webcast

    The Company has scheduled an investor conference call to discuss management’s outlook and the results reported in today’s earnings announcement. The call will begin at 9:30 a.m. Eastern time, 8:30 a.m. Central time on Wednesday, July 23, 2025, the content of which is not part of this earnings release. The conference call will be broadcast live via a webcast and can be accessed by visiting the Events and Presentations page on the Company’s website at: investors.bakerhughes.com. An archived version of the webcast will be available on the website for one month following the webcast.

    Forward-Looking Statements

    This news release (and oral statements made regarding the subjects of this release) may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (each a “forward-looking statement”). Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “would,” “seek,” “anticipate,” “estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target,” “goal” or other similar words or expressions. There are many risks and uncertainties that could cause actual results to differ materially from our forward-looking statements. These forward-looking statements are also affected by the risk factors described in the Company’s annual report on Form 10-K for the annual period ended December 31, 2024 and those set forth from time to time in other filings with the Securities and Exchange Commission (“SEC”). The documents are available through the Company’s website at: www.investors.bakerhughes.com or through the SEC’s Electronic Data Gathering and Analysis Retrieval system at: www.sec.gov. We undertake no obligation to publicly update or revise any forward-looking statement, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

    Our expectations regarding our business outlook and business plans; the business plans of our customers; oil and natural gas market conditions; cost and availability of resources; economic, legal and regulatory conditions, and other matters are only our forecasts regarding these matters.

    These forward-looking statements, including forecasts, may be substantially different from actual results, which are affected by many risks, along with the following risk factors and the timing of any of these risk factors:

    • Economic and political conditions – the impact of worldwide economic conditions and rising inflation; the impact of tariffs and the potential for significant increases thereto; the impact of global trade policy and the potential for significant changes thereto; the effect that declines in credit availability may have on worldwide economic growth and demand for hydrocarbons; foreign currency exchange fluctuations and changes in the capital markets in locations where we operate; and the impact of government disruptions and sanctions.
    • Orders and RPO – our ability to execute on orders and RPO in accordance with agreed specifications, terms and conditions and convert those orders and RPO to revenue and cash.
    • Oil and gas market conditions – the level of petroleum industry exploration, development and production expenditures; the price of, volatility in pricing of, and the demand for crude oil and natural gas; drilling activity; drilling permits for and regulation of the shelf and the deepwater drilling; excess productive capacity; crude and product inventories; liquefied natural gas supply and demand; seasonal and other adverse weather conditions that affect the demand for energy; severe weather conditions, such as tornadoes and hurricanes, that affect exploration and production activities; Organization of Petroleum Exporting Countries (“OPEC”) policy and the adherence by OPEC nations to their OPEC production quotas.
    • Terrorism and geopolitical risks – war, military action, terrorist activities or extended periods of international conflict, particularly involving any petroleum-producing or consuming regions, including Russia and Ukraine; and the recent conflict in the Middle East; labor disruptions, civil unrest or security conditions where we operate; potentially burdensome taxation, expropriation of assets by governmental action; cybersecurity risks and cyber incidents or attacks; epidemic outbreaks.

    About Baker Hughes:

    Baker Hughes (Nasdaq: BKR) is an energy technology company that provides solutions to energy and industrial customers worldwide. Built on a century of experience and conducting business in over 120 countries, our innovative technologies and services are taking energy forward – making it safer, cleaner and more efficient for people and the planet. Visit us at bakerhughes.com.

    For more information, please contact:

    Investor Relations

    Chase Mulvehill
    +1 346-297-2561
    investor.relations@bakerhughes.com

    Media Relations

    Adrienne M. Lynch
    +1 713-906-8407
    adrienne.lynch@bakerhughes.com

    The MIL Network –

  • MIL-OSI: Renasant Corporation Announces Earnings for the Second Quarter of 2025

    Source: GlobeNewswire (MIL-OSI)

    TUPELO, Miss., July 22, 2025 (GLOBE NEWSWIRE) — Renasant Corporation (NYSE: RNST) (the “Company”) today announced earnings results for the second quarter of 2025.

    (Dollars in thousands, except earnings per share) Three Months Ended   Six Months Ended
      Jun 30,
    2025    		 Mar 31,
    2025    		 Jun 30,
    2024    		   Jun 30,
    2025    		 Jun 30,
    2024
    Net income and earnings per share:            
    Net income $ 1,018   $ 41,518   $ 38,846   $ 42,536   $ 78,255
    Merger and conversion related expenses (net of tax)   (15,935 )   (593 )   —     (16,527 )   —
    Day 1 acquisition provision (net of tax)   (50,026 )   —     —     (50,026 )   —
    Basic EPS   0.01     0.65     0.69     0.54     1.39
    Diluted EPS   0.01     0.65     0.69     0.53     1.38
    Adjusted diluted EPS (Non-GAAP)(1)   0.69     0.66     0.69     1.36     1.33
    Impact to diluted EPS from merger and conversion related expenses (net of tax)   (0.17 )   (0.01 )   —     (0.21 )   —
    Impact to diluted EPS from Day 1 acquisition provision (net of tax)   (0.53 )   —     —     (0.63 )   —
                                 

    “The results for the quarter reflect significant progress on the merger and integration of The First Bancshares, Inc.,” remarked Kevin D. Chapman, Chief Executive Officer of the Company. “Our employees continue to work diligently on bringing two strong companies together to better serve our customers.”

    Quarterly Highlights

    Merger with The First Bancshares, Inc.

    • On April 1, 2025, the Company completed its merger with The First Bancshares, Inc. (“The First”). As of the effective date of the merger, The First operated 116 locations throughout Louisiana, Mississippi, Alabama, Georgia and Florida and, net of purchase accounting adjustments, had $7.9 billion in assets, $5.2 billion in loans, and $6.4 billion in deposits

    Earnings

    • Net income for the second quarter of 2025 was $1.0 million, which includes merger and conversion expenses of $20.5 million and Day 1 acquisition provision for credit losses of $66.6 million; diluted EPS and adjusted diluted EPS (non-GAAP)(1) were $0.01 and $0.69, respectively
    • Net interest income (fully tax equivalent) for the second quarter of 2025 was $222.7 million, up $85.3 million linked quarter, primarily due to the merger with The First
    • For the second quarter of 2025, net interest margin was 3.85%, up 40 basis points linked quarter. Adjusted net interest margin (non-GAAP)(1) was 3.58%, up 16 basis points linked quarter
    • Cost of total deposits was 2.12% for the second quarter of 2025, down 10 basis points linked quarter
    • Noninterest income increased $11.9 million linked quarter, primarily due to the merger with The First
    • Mortgage banking income increased $3.1 million linked quarter. Gain on sale of mortgage servicing rights (“MSRs”) was $1.5 million. The mortgage division generated $679.6 million in interest rate lock volume in the second quarter of 2025, up $47.5 million linked quarter. Gain on sale margin was 1.87% for the second quarter of 2025, up 45 basis points linked quarter
    • Noninterest expense increased $69.3 million linked quarter, primarily due to the merger with The First. Merger and conversion expenses and core deposit intangible amortization increased $19.7 million and $7.8 million, respectively, linked quarter

    Balance Sheet

    • The combined company generated net organic loan growth of $311.6 million for the quarter, or 6.9% annualized
    • Securities increased $1.4 billion linked quarter, which includes $1.5 billion of securities acquired from The First. In the second quarter of 2025, the Company sold a portion of the acquired securities for proceeds of $686.5 million, which were reinvested in higher yielding assets
    • The combined company generated net organic deposit growth of $361.3 million for the quarter, or 6.8% annualized. Noninterest bearing deposits increased $1.8 billion linked quarter, primarily due to the merger with The First, and represented 24.8% of total deposits at June 30, 2025

    Capital and Stock Repurchase Program

    • Book value per share and tangible book value per share (non-GAAP)(1) decreased 7.1% and 14.7%, respectively, linked quarter, due to the merger with The First
    • The Company has a $100.0 million stock repurchase program in effect through October 2025 under which the Company is authorized to repurchase outstanding shares of its common stock either in open market purchases or privately-negotiated transactions. There was no buyback activity during the second quarter of 2025

    Credit Quality

    • The Company recorded a provision for credit losses of $81.3 million for the second quarter of 2025, which includes a $66.6 million Day 1 acquisition provision for credit losses and unfunded commitments
    • The ratio of the allowance for credit losses on loans to total loans was 1.57% at June 30, 2025, up one basis point linked quarter; net loan charge-offs for the second quarter of 2025 were $12.1 million
    • The coverage ratio, or the allowance for credit losses on loans to nonperforming loans, was 204.97% at June 30, 2025, compared to 206.55% at March 31, 2025
    • Nonperforming loans to total loans remained at 0.76% at June 30, 2025, and criticized loans (which include classified and Special Mention loans) to total loans increased to 2.66% at June 30, 2025, compared to 2.45% at March 31, 2025, primarily due to the merger with The First

    (1) This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.

    Income Statement

    (Dollars in thousands, except per share data) Three Months Ended   Six Months Ended
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024    		   Jun 30,
    2025    		 Jun 30,
    2024
    Interest income                
    Loans held for investment $ 301,794 $ 196,566 $ 199,240   $ 202,655   $ 198,397     $ 498,360 $ 390,787  
    Loans held for sale   4,639   3,008   3,564     4,212     3,530       7,647   5,838  
    Securities   28,408   12,117   10,510     10,304     10,410       40,525   21,110  
    Other   9,057   8,639   12,030     11,872     7,874       17,696   15,655  
    Total interest income   343,898   220,330   225,344     229,043     220,211       564,228   433,390  
    Interest expense                
    Deposits   111,921   79,386   85,571     90,787     87,621       191,307   170,234  
    Borrowings   13,118   6,747   6,891     7,258     7,564       19,865   14,840  
    Total interest expense   125,039   86,133   92,462     98,045     95,185       211,172   185,074  
    Net interest income   218,859   134,197   132,882     130,998     125,026       353,056   248,316  
    Provision for credit losses                
    Provision for loan losses   75,400   2,050   3,100     1,210     4,300       77,450   6,938  
    Provision for (Recovery of) unfunded commitments   5,922   2,700   (500 )   (275 )   (1,000 )     8,622   (1,200 )
    Total provision for credit losses   81,322   4,750   2,600     935     3,300       86,072   5,738  
    Net interest income after provision for credit losses   137,537   129,447   130,282     130,063     121,726       266,984   242,578  
    Noninterest income   48,334   36,395   34,218     89,299     38,762       84,729   80,143  
    Noninterest expense   183,204   113,876   114,747     121,983     111,976       297,080   224,888  
    Income before income taxes   2,667   51,966   49,753     97,379     48,512       54,633   97,833  
    Income taxes   1,649   10,448   5,006     24,924     9,666       12,097   19,578  
    Net income $ 1,018 $ 41,518 $ 44,747   $ 72,455   $ 38,846     $ 42,536 $ 78,255  
                     
    Adjusted net income (non-GAAP)(1) $ 65,877 $ 42,111 $ 46,458   $ 42,960   $ 38,846     $ 107,987 $ 75,421  
    Adjusted pre-provision net revenue (“PPNR”) (non-GAAP)(1) $ 103,001 $ 57,507 $ 54,177   $ 56,238   $ 51,812     $ 160,508 $ 100,043  
                     
    Basic earnings per share $ 0.01 $ 0.65 $ 0.70   $ 1.18   $ 0.69     $ 0.54 $ 1.39  
    Diluted earnings per share   0.01   0.65   0.70     1.18     0.69       0.53   1.38  
    Adjusted diluted earnings per share (non-GAAP)(1)   0.69   0.66   0.73     0.70     0.69       1.36   1.33  
    Average basic shares outstanding   94,580,927   63,666,419   63,565,437     61,217,094     56,342,909       79,209,073   56,275,628  
    Average diluted shares outstanding   95,136,160   64,028,025   64,056,303     61,632,448     56,684,626       79,671,775   56,607,947  
    Cash dividends per common share $ 0.22 $ 0.22 $ 0.22   $ 0.22   $ 0.22     $ 0.44 $ 0.44  

    (1) This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.

    Performance Ratios

      Three Months Ended   Six Months Ended
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024    		   Jun 30,
    2025    		 Jun 30,
    2024
    Return on average assets 0.02 % 0.94 % 0.99 % 1.63 % 0.90 %   0.39 % 0.91 %
    Adjusted return on average assets (non-GAAP)(1) 1.01   0.95   1.03   0.97   0.90     0.98   0.88  
    Return on average tangible assets (non-GAAP)(1) 0.13   1.01   1.07   1.75   0.98     0.48   0.99  
    Adjusted return on average tangible assets (non-GAAP)(1) 1.18   1.02   1.11   1.05   0.98     1.12   0.96  
    Return on average equity 0.11   6.25   6.70   11.29   6.68     2.66   6.77  
    Adjusted return on average equity (non-GAAP)(1) 7.06   6.34   6.96   6.69   6.68     6.76   6.52  
    Return on average tangible equity (non-GAAP)(1) 1.43   10.16   10.97   18.83   12.04     5.24   12.25  
    Adjusted return on average tangible equity (non-GAAP)(1) 13.50   10.30   11.38   11.26   12.04     12.10   11.81  
    Efficiency ratio (fully taxable equivalent) 67.59   65.51   67.61   54.73   67.31     66.78   67.41  
    Adjusted efficiency ratio (non-GAAP)(1) 57.07   64.43   65.82   64.62   66.60     59.95   67.41  
    Dividend payout ratio 2200.00   33.85   31.43   18.64   31.88     81.48   31.65  


    Capital and Balance Sheet Ratios

      As of
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024
    Shares outstanding   95,019,311     63,739,467     63,565,690     63,564,028     56,367,924  
    Market value per share $ 35.93   $ 33.93   $ 35.75   $ 32.50   $ 30.54  
    Book value per share   39.77     42.79     42.13     41.82     41.77  
    Tangible book value per share (non-GAAP)(1)   23.10     27.07     26.36     26.02     23.89  
    Shareholders’ equity to assets   14.19 %   14.93 %   14.85 %   14.80 %   13.45 %
    Tangible common equity ratio (non-GAAP)(1)   8.77     9.99     9.84     9.76     8.16  
    Leverage ratio(2)   9.36     11.39     11.34     11.32     9.81  
    Common equity tier 1 capital ratio(2)   11.09     12.59     12.73     12.88     10.75  
    Tier 1 risk-based capital ratio(2)   11.09     13.35     13.50     13.67     11.53  
    Total risk-based capital ratio(2)   14.99     16.89     17.08     17.32     15.15  

    (1) This is a non-GAAP financial measure. A reconciliation of all non-GAAP financial measures disclosed in this release from GAAP to non-GAAP is included in the tables at the end of this release. The information below under the heading “Non-GAAP Financial Measures” explains why the Company believes the non-GAAP financial measures in this release provide useful information and describes the other purposes for which the Company uses non-GAAP financial measures.

    (2) Preliminary

    Noninterest Income and Noninterest Expense

    (Dollars in thousands) Three Months Ended   Six Months Ended
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024    		   Jun 30,
    2025    		 Jun 30,
    2024
    Noninterest income                
    Service charges on deposit accounts $ 13,618 $ 10,364 $ 10,549 $ 10,438 $ 10,286   $ 23,982 $ 20,792
    Fees and commissions   6,650   3,787   4,181   4,116   3,944     10,437   7,893
    Insurance commissions   —   —   —   —   2,758     —   5,474
    Wealth management revenue   7,345   7,067   6,371   5,835   5,684     14,412   11,353
    Mortgage banking income   11,263   8,147   6,861   8,447   9,698     19,410   21,068
    Gain on sale of insurance agency   —   —   —   53,349   —     —   —
    Gain on extinguishment of debt   —   —   —   —   —     —   56
    BOLI income   3,383   2,929   3,317   2,858   2,701     6,312   5,392
    Other   6,075   4,101   2,939   4,256   3,691     10,176   8,115
    Total noninterest income $ 48,334 $ 36,395 $ 34,218 $ 89,299 $ 38,762   $ 84,729 $ 80,143
    Noninterest expense                
    Salaries and employee benefits $ 99,542 $ 71,957 $ 70,260 $ 71,307 $ 70,731   $ 171,499 $ 142,201
    Data processing   5,438   4,089   4,145   4,133   3,945     9,527   7,752
    Net occupancy and equipment   17,359   11,754   11,312   11,415   11,844     29,113   23,233
    Other real estate owned   157   685   590   56   105     842   212
    Professional fees   4,223   2,884   2,686   3,189   3,195     7,107   6,543
    Advertising and public relations   4,490   4,297   3,840   3,677   3,807     8,787   8,693
    Intangible amortization   8,884   1,080   1,133   1,160   1,186     9,964   2,398
    Communications   3,184   2,033   2,067   2,176   2,112     5,217   4,136
    Merger and conversion related expenses   20,479   791   2,076   11,273   —     21,270   —
    Other   19,448   14,306   16,638   13,597   15,051     33,754   29,720
    Total noninterest expense $ 183,204 $ 113,876 $ 114,747 $ 121,983 $ 111,976   $ 297,080 $ 224,888


    Mortgage Banking Income

    (Dollars in thousands) Three Months Ended   Six Months Ended
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024    		   Jun 30,
    2025    		 Jun 30,
    2024
    Gain on sales of loans, net $ 5,316 $ 4,500 $ 2,379 $ 4,499 $ 5,199   $ 9,816 $ 9,734
    Fees, net   3,740   2,317   2,850   2,646   2,866     6,057   4,720
    Mortgage servicing income, net   2,207   1,330   1,632   1,302   1,633     3,537   6,614
    Total mortgage banking income $ 11,263 $ 8,147 $ 6,861 $ 8,447 $ 9,698   $ 19,410 $ 21,068


    Balance Sheet

    (Dollars in thousands) As of
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024
    Assets          
    Cash and cash equivalents $ 1,378,612   $ 1,091,339   $ 1,092,032   $ 1,275,620   $ 851,906  
    Securities held to maturity, at amortized cost   1,076,817     1,101,901     1,126,112     1,150,531     1,174,663  
    Securities available for sale, at fair value   2,471,487     1,002,056     831,013     764,844     749,685  
    Loans held for sale, at fair value   356,791     226,003     246,171     291,735     266,406  
    Loans held for investment   18,563,447     13,055,593     12,885,020     12,627,648     12,604,755  
    Allowance for credit losses on loans   (290,770 )   (203,931 )   (201,756 )   (200,378 )   (199,871 )
    Loans, net   18,272,677     12,851,662     12,683,264     12,427,270     12,404,884  
    Premises and equipment, net   465,100     279,011     279,796     280,550     280,966  
    Other real estate owned   11,750     8,654     8,673     9,136     7,366  
    Goodwill   1,419,782     988,898     988,898     988,898     991,665  
    Other intangibles   163,751     13,025     14,105     15,238     16,397  
    Bank-owned life insurance   486,613     337,502     391,810     389,138     387,791  
    Mortgage servicing rights   64,539     72,902     72,991     71,990     72,092  
    Other assets   457,056     298,428     300,003     293,890     306,570  
    Total assets $ 26,624,975   $ 18,271,381   $ 18,034,868   $ 17,958,840   $ 17,510,391  
               
    Liabilities and Shareholders’ Equity          
    Liabilities          
    Deposits:          
    Noninterest-bearing $ 5,356,153   $ 3,541,375   $ 3,403,981   $ 3,529,801   $ 3,539,453  
    Interest-bearing   16,226,484     11,230,720     11,168,631     10,979,950     10,715,760  
    Total deposits   21,582,637     14,772,095     14,572,612     14,509,751     14,255,213  
    Short-term borrowings   405,349     108,015     108,018     108,732     232,741  
    Long-term debt   556,976     433,309     430,614     433,177     428,677  
    Other liabilities   301,159     230,857     245,306     249,102     239,059  
    Total liabilities   22,846,121     15,544,276     15,356,550     15,300,762     15,155,690  
               
    Shareholders’ equity:          
    Common stock   488,612     332,421     332,421     332,421     296,483  
    Treasury stock   (90,248 )   (91,646 )   (97,196 )   (97,251 )   (97,534 )
    Additional paid-in capital   2,393,566     1,486,849     1,491,847     1,488,678     1,304,782  
    Retained earnings   1,100,965     1,121,102     1,093,854     1,063,324     1,005,086  
    Accumulated other comprehensive loss   (114,041 )   (121,621 )   (142,608 )   (129,094 )   (154,116 )
    Total shareholders’ equity   3,778,854     2,727,105     2,678,318     2,658,078     2,354,701  
    Total liabilities and shareholders’ equity $ 26,624,975   $ 18,271,381   $ 18,034,868   $ 17,958,840   $ 17,510,391  


    Net Interest Income and Net Interest Margin

    (Dollars in thousands) Three Months Ended
      June 30, 2025 March 31, 2025 June 30, 2024
      Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/
    Rate    		 Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/
    Rate    		 Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/
    Rate
    Interest-earning assets:                  
    Loans held for investment $ 18,448,000 $ 304,834 6.63 % $ 12,966,869 $ 199,504 6.24 % $ 12,575,651 $ 200,670 6.41 %
    Loans held for sale   287,855   4,639 6.45 %   200,917   3,008 5.99 %   219,826   3,530 6.42 %
    Taxable securities   3,106,565   24,917 3.21 %   1,883,535   10,971 2.33 %   1,832,002   9,258 2.02 %
    Tax-exempt securities   462,732   4,309 3.72 %   259,800   1,443 2.22 %   263,937   1,451 2.20 %
    Total securities   3,569,297   29,226 3.28 %   2,143,335   12,414 2.32 %   2,095,939   10,709 2.04 %
    Interest-bearing balances with banks   901,803   9,057 4.03 %   824,743   8,639 4.25 %   595,030   7,874 5.32 %
    Total interest-earning assets   23,206,955   347,756 6.01 %   16,135,864   223,565 5.61 %   15,486,446   222,783 5.77 %
    Cash and due from banks   357,338       181,869       187,519    
    Intangible assets   1,589,490       1,002,511       1,008,638    
    Other assets   1,029,082       669,392       688,766    
    Total assets $ 26,182,865     $ 17,989,636     $ 17,371,369    
    Interest-bearing liabilities:                  
    Interest-bearing demand(1) $ 11,191,443 $ 76,542 2.74 % $ 7,835,617 $ 54,710 2.83 % $ 7,094,411 $ 56,132 3.17 %
    Savings deposits   1,322,007   1,032 0.31 %   813,451   711 0.35 %   839,638   729 0.35 %
    Brokered deposits   —   — — %   —   — — %   294,650   3,944 5.37 %
    Time deposits   3,404,482   34,347 4.05 %   2,474,218   23,965 3.93 %   2,487,873   26,816 4.34 %
    Total interest-bearing deposits   15,917,932   111,921 2.82 %   11,123,286   79,386 2.89 %   10,716,572   87,621 3.28 %
    Borrowed funds   1,036,045   13,118 5.07 %   556,734   6,747 4.88 %   583,965   7,564 5.19 %
    Total interest-bearing liabilities   16,953,977   125,039 2.96 %   11,680,020   86,133 2.99 %   11,300,537   95,185 3.38 %
    Noninterest-bearing deposits   5,233,976       3,408,830       3,509,109    
    Other liabilities   249,861       208,105       223,992    
    Shareholders’ equity   3,745,051       2,692,681       2,337,731    
    Total liabilities and shareholders’ equity $ 26,182,865     $ 17,989,636     $ 17,371,369    
    Net interest income/ net interest margin   $ 222,717 3.85 %   $ 137,432 3.45 %   $ 127,598 3.31 %
    Cost of funding     2.26 %     2.31 %     2.58 %
    Cost of total deposits     2.12 %     2.22 %     2.47 %

    (1) Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.

    Net Interest Income and Net Interest Margin, continued

    (Dollars in thousands) Six Months Ended
      June 30, 2025 June 30, 2024
      Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/  
     Rate    		 Average
    Balance    		 Interest
    Income/
    Expense    		 Yield/  
     Rate
    Interest-earning assets:            
    Loans held for investment $ 15,722,576 $ 504,338 6.47 % $ 12,491,814 $ 395,310 6.35 %
    Loans held for sale   244,626   7,647 6.25 %   187,604   5,838 6.22 %
    Taxable securities   2,498,428   35,888 2.87 %   1,861,909   18,763 2.02 %
    Tax-exempt securities   361,827   5,752 3.18 %   267,108   2,956 2.21 %
    Total securities   2,860,255   41,640 2.91 %   2,129,017   21,719 2.04 %
    Interest-bearing balances with banks   863,486   17,696 4.13 %   582,683   15,655 5.40 %
    Total interest-earning assets   19,690,943   571,321 5.84 %   15,391,118   438,522 5.72 %
    Cash and due from banks   270,088       188,011    
    Intangible assets   1,297,622       1,009,232    
    Other assets   850,231       701,770    
    Total assets $ 22,108,884     $ 17,290,131    
    Interest-bearing liabilities:            
    Interest-bearing demand(1) $ 9,522,800 $ 131,252 2.78 % $ 7,025,200 $ 108,632 3.10 %
    Savings deposits   1,069,134   1,743 0.33 %   850,018   1,459 0.34 %
    Brokered deposits   —   — — %   370,129   9,931 5.38 %
    Time deposits   2,941,920   58,312 3.99 %   2,403,646   50,212 4.20 %
    Total interest-bearing deposits   13,533,854   191,307 2.85 %   10,648,993   170,234 3.21 %
    Borrowed funds   797,714   19,865 5.00 %   573,182   14,840 5.19 %
    Total interest-bearing liabilities   14,331,568   211,172 2.97 %   11,222,175   185,074 3.31 %
    Noninterest-bearing deposits   4,326,445       3,513,860    
    Other liabilities   229,098       228,090    
    Shareholders’ equity   3,221,773       2,326,006    
    Total liabilities and shareholders’ equity $ 22,108,884     $ 17,290,131    
    Net interest income/ net interest margin   $ 360,149 3.68 %   $ 253,448 3.30 %
    Cost of funding     2.28 %     2.52 %
    Cost of total deposits     2.16 %     2.41 %

    (1) Interest-bearing demand deposits include interest-bearing transactional accounts and money market deposits.

    Loan Portfolio

    (Dollars in thousands) As of
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024
    Loan Portfolio:          
    Commercial, financial, agricultural $ 2,666,923 $ 1,888,580 $ 1,885,817 $ 1,804,961 $ 1,847,762
    Lease financing   89,568   85,412   90,591   98,159   102,996
    Real estate – construction   1,339,967   1,090,862   1,093,653   1,198,838   1,355,425
    Real estate – 1-4 family mortgages   4,874,679   3,583,080   3,488,877   3,440,038   3,435,818
    Real estate – commercial mortgages   9,470,134   6,320,120   6,236,068   5,995,152   5,766,478
    Installment loans to individuals   122,176   87,539   90,014   90,500   96,276
    Total loans $ 18,563,447 $ 13,055,593 $ 12,885,020 $ 12,627,648 $ 12,604,755


    Credit Quality and Allowance for Credit Losses on Loans

    (Dollars in thousands) As of
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024
    Nonperforming Assets:          
    Nonaccruing loans $ 137,999   $ 98,638   $ 110,811   $ 113,872   $ 97,795  
    Loans 90 days or more past due   3,860     95     2,464     5,351     240  
    Total nonperforming loans   141,859     98,733     113,275     119,223     98,035  
    Other real estate owned   11,750     8,654     8,673     9,136     7,366  
    Total nonperforming assets $ 153,609   $ 107,387   $ 121,948   $ 128,359   $ 105,401  
               
    Criticized Loans          
    Classified loans $ 333,626   $ 224,654   $ 241,708   $ 218,135   $ 191,595  
    Special Mention loans   159,931     95,778     130,882     163,804     138,343  
    Criticized loans(1) $ 493,557   $ 320,432   $ 372,590   $ 381,939   $ 329,938  
               
    Allowance for credit losses on loans $ 290,770   $ 203,931   $ 201,756   $ 200,378   $ 199,871  
    Net loan charge-offs (recoveries) $ 12,054   $ (125 ) $ 1,722   $ 703   $ 5,481  
    Annualized net loan charge-offs / average loans   0.26 %   — %   0.05 %   0.02 %   0.18 %
    Nonperforming loans / total loans   0.76     0.76     0.88     0.94     0.78  
    Nonperforming assets / total assets   0.58     0.59     0.68     0.71     0.60  
    Allowance for credit losses on loans / total loans   1.57     1.56     1.57     1.59     1.59  
    Allowance for credit losses on loans / nonperforming loans   204.97     206.55     178.11     168.07     203.88  
    Criticized loans / total loans   2.66     2.45     2.89     3.02     2.62  

    (1) Criticized loans include classified and Special Mention loans.

    CONFERENCE CALL INFORMATION:
    A live audio webcast of a conference call with analysts will be available beginning at 10:00 AM Eastern Time (9:00 AM Central Time) on Wednesday, July 23, 2025.

    The webcast is accessible through Renasant’s investor relations website at www.renasant.com or https://event.choruscall.com/mediaframe/webcast.html?webcastid=gtM01rRI. To access the conference via telephone, dial 1-877-513-1143 in the United States and request the Renasant Corporation 2025 Second Quarter Earnings Webcast and Conference Call. International participants should dial 1-412-902-4145 to access the conference call.

    The webcast will be archived on www.renasant.com after the call and will remain accessible for one year. A replay can be accessed via telephone by dialing 1-877-344-7529 in the United States and entering conference number 6698526 or by dialing 1-412-317-0088 internationally and entering the same conference number. Telephone replay access is available until August 6, 2025.

    ABOUT RENASANT CORPORATION:
    Renasant Corporation is the parent of Renasant Bank, a 121-year-old financial services institution. Renasant has assets of approximately $26.6 billion and operates 300 banking, lending, mortgage and wealth management offices throughout the Southeast and also offers factoring and asset-based lending on a nationwide basis.

    CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

    This press release may contain, or incorporate by reference, statements about Renasant Corporation that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “projects,” “anticipates,” “intends,” “estimates,” “plans,” “potential,” “focus,” “possible,” “may increase,” “may fluctuate,” “will likely result,” and similar expressions, or future or conditional verbs such as “will,” “should,” “would” and “could,” are generally forward-looking in nature and not historical facts. Forward-looking statements include information about the Company’s future financial performance, business strategy, projected plans and objectives and are based on the current beliefs and expectations of management. The Company’s management believes these forward-looking statements are reasonable, but they are all inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ from those indicated or implied in the forward-looking statements, and such differences may be material. Prospective investors are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties and, accordingly, investors should not place undue reliance on these forward-looking statements, which speak only as of the date they are made.

    Important factors currently known to management that could cause the Company’s actual results to differ materially from those in forward-looking statements include the following: (i) the Company’s ability to efficiently integrate acquisitions (including its recently-completed merger with The First into its operations, retain the customers of these businesses, grow the acquired operations and realize the cost savings expected from an acquisition to the extent and in the timeframe anticipated by management (including the possibility that such cost savings will not be realized when expected, or at all, as a result of the impact of, or challenges arising from, the integration of the acquired assets and assumed liabilities into the Company, potential adverse reactions or changes to business or employee relationships, or as a result of other unexpected factors or events); (ii) potential exposure to unknown or contingent risks and liabilities the Company has acquired, or may acquire, or target for acquisition, including in connection with its merger with The First; (iii) the effect of economic conditions and interest rates on a national, regional or international basis; (iv) timing and success of the implementation of changes in operations to achieve enhanced earnings or effect cost savings; (v) competitive pressures in the consumer finance, commercial finance, financial services, asset management, retail banking, factoring and mortgage lending and auto lending industries; (vi) the financial resources of, and products available from, competitors; (vii) changes in laws and regulations as well as changes in accounting standards; (viii) changes in governmental and regulatory policy, whether applicable specifically to financial institutions or impacting the United States generally (such as, for example, changes in trade policy); (ix) increased scrutiny by, and/or additional regulatory requirements of, regulatory agencies as a result of the Company’s merger with The First; (x) changes in the securities and foreign exchange markets; (xi) the Company’s potential growth, including its entrance or expansion into new markets, and the need for sufficient capital to support that growth; (xii) changes in the quality or composition of the Company’s loan or investment portfolios, including adverse developments in borrower industries or in the repayment ability of individual borrowers or issuers of investment securities, or the impact of interest rates on the value of the Company’s investment securities portfolio; (xiii) an insufficient allowance for credit losses as a result of inaccurate assumptions; (xiv) changes in the sources and costs of the capital the Company uses to make loans and otherwise fund the Company’s operations, due to deposit outflows, changes in the mix of deposits and the cost and availability of borrowings; (xv) general economic, market or business conditions, including the impact of inflation; (xvi) changes in demand for loan and deposit products and other financial services; (xvii) concentrations of credit or deposit exposure; (xviii) changes or the lack of changes in interest rates, yield curves and interest rate spread relationships; (xix) increased cybersecurity risk, including potential network breaches, business disruptions or financial losses; (xx) civil unrest, natural disasters, epidemics and other catastrophic events in the Company’s geographic area; (xxi) geopolitical conditions, including acts or threats of terrorism and actions taken by the United States or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the United States and abroad; (xxii) the impact, extent and timing of technological changes; and (xxiii) other circumstances, many of which are beyond management’s control.

    Management believes that the assumptions underlying the Company’s forward-looking statements are reasonable, but any of the assumptions could prove to be inaccurate. Investors are urged to carefully consider the risks described in the Company’s filings with the Securities and Exchange Commission (the “SEC”) from time to time, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are available at www.renasant.com and the SEC’s website at www.sec.gov.

    The Company undertakes no obligation, and specifically disclaims any obligation, to update or revise forward-looking statements, whether as a result of new information or to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by federal securities laws.

    NON-GAAP FINANCIAL MEASURES:

    In addition to results presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”), this press release and the presentation slides furnished to the SEC on the same Form 8-K as this release contain non-GAAP financial measures, namely, (i) adjusted loan yield, (ii) adjusted net interest income and margin, (iii) pre-provision net revenue (including on an as-adjusted basis), (iv) adjusted net income, (v) adjusted diluted earnings per share, (vi) tangible book value per share, (vii) the tangible common equity ratio, (viii) the adjusted return on average assets and on average equity and certain other performance ratios (namely, the ratio of pre-provision net revenue to average assets and the return on average tangible assets and on average tangible common equity (including each of the foregoing on an as-adjusted basis)), and (ix) the adjusted efficiency ratio.

    These non-GAAP financial measures adjust GAAP financial measures to exclude intangible assets, including related amortization, and/or certain gains or charges (such as, for the second quarter of 2025, merger and conversion expenses, the Day 1 acquisition provision for credit losses and unfunded commitments, and gain on sales of MSRs), with respect to which the Company is unable to accurately predict when these charges will be incurred or, when incurred, the amount thereof. Management uses these non-GAAP financial measures when evaluating capital utilization and adequacy. In addition, the Company believes that these non-GAAP financial measures facilitate the making of period-to-period comparisons and are meaningful indicators of its operating performance, particularly because these measures are widely used by industry analysts for companies with merger and acquisition activities. Also, because intangible assets such as goodwill and the core deposit intangible can vary extensively from company to company and, as to intangible assets, are excluded from the calculation of a financial institution’s regulatory capital, the Company believes that the presentation of this non-GAAP financial information allows readers to more easily compare the Company’s results to information provided in other regulatory reports and the results of other companies. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the tables below under the caption “Non-GAAP Reconciliations”.

    None of the non-GAAP financial information that the Company has included in this release or the accompanying presentation slides are intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Investors should note that, because there are no standardized definitions for the calculations as well as the results, the Company’s calculations may not be comparable to similarly titled measures presented by other companies. Also, there may be limits in the usefulness of these measures to investors. As a result, the Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

    Non-GAAP Reconciliations

    (Dollars in thousands, except per share data) Three Months Ended   Six Months Ended
      Jun 30,
    2025    		 Mar 31,
    2025    		 Dec 31,
    2024    		 Sep 30,
    2024    		 Jun 30,
    2024    		   Jun 30,
    2025    		 Jun 30,
    2024
    Adjusted Pre-Provision Net Revenue (“PPNR”)            
    Net income (GAAP) $ 1,018   $ 41,518   $ 44,747   $ 72,455   $ 38,846     $ 42,536   $ 78,255  
    Income taxes   1,649     10,448     5,006     24,924     9,666       12,097     19,578  
    Provision for credit losses (including unfunded commitments)   81,322     4,750     2,600     935     3,300       86,072     5,738  
    Pre-provision net revenue (non-GAAP) $ 83,989   $ 56,716   $ 52,353   $ 98,314   $ 51,812     $ 140,705   $ 103,571  
    Merger and conversion expense   20,479     791     2,076     11,273     —       21,270     —  
    Gain on extinguishment of debt   —     —     —     —     —       —     (56 )
    Gain on sales of MSR   (1,467 )   —     (252 )   —     —       (1,467 )   (3,472 )
    Gain on sale of insurance agency   —     —     —     (53,349 )   —       —     —  
    Adjusted pre-provision net revenue (non-GAAP) $ 103,001   $ 57,507   $ 54,177   $ 56,238   $ 51,812     $ 160,508   $ 100,043  
                     
    Adjusted Net Income and Adjusted Tangible Net Income            
    Net income (GAAP) $ 1,018   $ 41,518   $ 44,747   $ 72,455   $ 38,846     $ 42,536   $ 78,255  
    Amortization of intangibles   8,884     1,080     1,133     1,160     1,186       9,964     2,398  
    Tax effect of adjustments noted above(1)   (2,212 )   (270 )   (283 )   (296 )   (233 )     (2,481 )   (470 )
    Tangible net income (non-GAAP) $ 7,690   $ 42,328   $ 45,597   $ 73,319   $ 39,799     $ 50,019   $ 80,183  
                     
    Net income (GAAP) $ 1,018   $ 41,518   $ 44,747   $ 72,455   $ 38,846     $ 42,536   $ 78,255  
    Merger and conversion expense   20,479     791     2,076     11,273     —       21,270     —  
    Day 1 acquisition provision for loan losses   62,190     —     —     —     —       62,190     —  
    Day 1 acquisition provision for unfunded commitments   4,422     —     —     —     —       4,422     —  
    Gain on extinguishment of debt   —     —     —     —     —       —     (56 )
    Gain on sales of MSR   (1,467 )   —     (252 )   —     —       (1,467 )   (3,472 )
    Gain on sale of insurance agency   —     —     —     (53,349 )   —       —     —  
    Tax effect of adjustments noted above(1)   (20,765 )   (198 )   (113 )   12,581     —       (20,964 )   694  
    Adjusted net income (non-GAAP) $ 65,877   $ 42,111   $ 46,458   $ 42,960   $ 38,846     $ 107,987   $ 75,421  
    Amortization of intangibles   8,884     1,080     1,133     1,160     1,186       9,964     2,398  
    Tax effect of adjustments noted above(1)   (2,212 )   (270 )   (283 )   (296 )   (233 )     (2,481 )   (470 )
    Adjusted tangible net income (non-GAAP) $ 72,549   $ 42,921   $ 47,308   $ 43,824   $ 39,799     $ 115,470   $ 77,349  
    Tangible Assets and Tangible Shareholders’ Equity            
    Average shareholders’ equity (GAAP) $ 3,745,051   $ 2,692,681   $ 2,656,885   $ 2,553,586   $ 2,337,731     $ 3,221,773   $ 2,326,006  
    Average intangible assets   (1,589,490 )   (1,002,511 )   (1,003,551 )   (1,004,701 )   (1,008,638 )     (1,297,622 )   (1,009,232 )
    Average tangible shareholders’ equity (non-GAAP) $ 2,155,561   $ 1,690,170   $ 1,653,334   $ 1,548,885   $ 1,329,093     $ 1,924,151   $ 1,316,774  
                     
    Average assets (GAAP) $ 26,182,865   $ 17,989,636   $ 17,943,148   $ 17,681,664   $ 17,371,369     $ 22,108,884   $ 17,290,131  
    Average intangible assets   (1,589,490 )   (1,002,511 )   (1,003,551 )   (1,004,701 )   (1,008,638 )     (1,297,622 )   (1,009,232 )
    Average tangible assets (non-GAAP) $ 24,593,375   $ 16,987,125   $ 16,939,597   $ 16,676,963   $ 16,362,731     $ 20,811,262   $ 16,280,899  
                     
    Shareholders’ equity (GAAP) $ 3,778,854   $ 2,727,105   $ 2,678,318   $ 2,658,078   $ 2,354,701     $ 3,778,854   $ 2,354,701  
    Intangible assets   (1,583,533 )   (1,001,923 )   (1,003,003 )   (1,004,136 )   (1,008,062 )     (1,583,533 )   (1,008,062 )
    Tangible shareholders’ equity (non-GAAP) $ 2,195,321   $ 1,725,182   $ 1,675,315   $ 1,653,942   $ 1,346,639     $ 2,195,321   $ 1,346,639  
                     
    Total assets (GAAP) $ 26,624,975   $ 18,271,381   $ 18,034,868   $ 17,958,840   $ 17,510,391     $ 26,624,975   $ 17,510,391  
    Intangible assets   (1,583,533 )   (1,001,923 )   (1,003,003 )   (1,004,136 )   (1,008,062 )     (1,583,533 )   (1,008,062 )
    Total tangible assets (non-GAAP) $ 25,041,442   $ 17,269,458   $ 17,031,865   $ 16,954,704   $ 16,502,329     $ 25,041,442   $ 16,502,329  
                     
    Adjusted Performance Ratios                
    Return on average assets (GAAP)   0.02 %   0.94 %   0.99 %   1.63 %   0.90 %     0.39 %   0.91 %
    Adjusted return on average assets (non-GAAP)   1.01     0.95     1.03     0.97     0.90       0.98     0.88  
    Return on average tangible assets (non-GAAP)   0.13     1.01     1.07     1.75     0.98       0.48     0.99  
    Pre-provision net revenue to average assets (non-GAAP)   1.29     1.28     1.16     2.21     1.20       1.28     1.20  
    Adjusted pre-provision net revenue to average assets (non-GAAP)   1.58     1.30     1.20     1.27     1.20       1.46     1.16  
    Adjusted return on average tangible assets (non-GAAP)   1.18     1.02     1.11     1.05     0.98       1.12     0.96  
    Return on average equity (GAAP)   0.11     6.25     6.70     11.29     6.68       2.66     6.77  
    Adjusted return on average equity (non-GAAP)   7.06     6.34     6.96     6.69     6.68       6.76     6.52  
    Return on average tangible equity (non-GAAP)   1.43     10.16     10.97     18.83     12.04       5.24     12.25  
    Adjusted return on average tangible equity (non-GAAP)   13.50     10.30     11.38     11.26     12.04       12.10     11.81  
                     
    Adjusted Diluted Earnings Per Share            
    Average diluted shares outstanding   95,136,160     64,028,025     64,056,303     61,632,448     56,684,626       79,671,775     56,607,947  
                     
    Diluted earnings per share (GAAP) $ 0.01   $ 0.65   $ 0.70   $ 1.18   $ 0.69     $ 0.53   $ 1.38  
    Adjusted diluted earnings per share (non-GAAP) $ 0.69   $ 0.66   $ 0.73   $ 0.70   $ 0.69     $ 1.36   $ 1.33  
                     
    Tangible Book Value Per Share                
    Shares outstanding   95,019,311     63,739,467     63,565,690     63,564,028     56,367,924       95,019,311     56,367,924  
                     
    Book value per share (GAAP) $ 39.77   $ 42.79   $ 42.13   $ 41.82   $ 41.77     $ 39.77   $ 41.77  
    Tangible book value per share (non-GAAP) $ 23.10   $ 27.07   $ 26.36   $ 26.02   $ 23.89     $ 23.10   $ 23.89  
                     
    Tangible Common Equity Ratio                
    Shareholders’ equity to assets (GAAP)   14.19 %   14.93 %   14.85 %   14.80 %   13.45 %     14.19 %   13.45 %
    Tangible common equity ratio (non-GAAP)   8.77 %   9.99 %   9.84 %   9.76 %   8.16 %     8.77 %   8.16 %
    Adjusted Efficiency Ratio                
    Net interest income (FTE) (GAAP) $ 222,717   $ 137,432   $ 135,502   $ 133,576   $ 127,598     $ 360,149   $ 253,448  
                     
    Total noninterest income (GAAP) $ 48,334   $ 36,395   $ 34,218   $ 89,299   $ 38,762     $ 84,729   $ 80,143  
    Gain on sales of MSR   (1,467 )   —     (252 )   —     —       (1,467 )   (3,472 )
    Gain on extinguishment of debt   —     —     —     —     —       —     (56 )
    Gain on sale of insurance agency   —     —     —     (53,349 )   —       —     —  
    Total adjusted noninterest income (non-GAAP) $ 46,867   $ 36,395   $ 33,966   $ 35,950   $ 38,762     $ 83,262   $ 76,615  
                     
    Noninterest expense (GAAP) $ 183,204   $ 113,876   $ 114,747   $ 121,983   $ 111,976     $ 297,080   $ 224,888  
    Amortization of intangibles   (8,884 )   (1,080 )   (1,133 )   (1,160 )   (1,186 )     (9,964 )   (2,398 )
    Merger and conversion expense   (20,479 )   (791 )   (2,076 )   (11,273 )   —       (21,270 )   —  
    Total adjusted noninterest expense (non-GAAP) $ 153,841   $ 112,005   $ 111,538   $ 109,550   $ 110,790     $ 265,846   $ 222,490  
                     
    Efficiency ratio (GAAP)   67.59 %   65.51 %   67.61 %   54.73 %   67.31 %     66.78 %   67.41 %
    Adjusted efficiency ratio (non-GAAP)   57.07 %   64.43 %   65.82 %   64.62 %   66.60 %     59.95 %   67.41 %
                     
    Adjusted Net Interest Income and Adjusted Net Interest Margin            
    Net interest income (FTE) (GAAP) $ 222,717   $ 137,432   $ 135,502   $ 133,576   $ 127,598     $ 360,149   $ 253,448  
    Net interest income collected on problem loans   (2,779 )   (1,026 )   (151 )   (642 )   146       (3,805 )   23  
    Accretion recognized on purchased loans   (17,834 )   (558 )   (616 )   (1,089 )   (897 )     (18,392 )   (1,697 )
    Amortization recognized on purchased time deposits   4,396     —     —     —     —       4,396     —  
    Amortization recognized on purchased long term borrowings   1,072     —     —     —     —       1,072     —  
    Adjustments to net interest income $ (15,145 ) $ (1,584 ) $ (767 ) $ (1,731 ) $ (751 )   $ (16,729 ) $ (1,674 )
    Adjusted net interest income (FTE) (non-GAAP) $ 207,572   $ 135,848   $ 134,735   $ 131,845   $ 126,847     $ 343,420   $ 251,774  
                     
    Net interest margin (GAAP)   3.85 %   3.45 %   3.36 %   3.36 %   3.31 %     3.68 %   3.30 %
    Adjusted net interest margin (non-GAAP)   3.58 %   3.42 %   3.34 %   3.32 %   3.29 %     3.51 %   3.28 %
                     
    Adjusted Loan Yield                
    Loan interest income (FTE) (GAAP) $ 304,834   $ 199,504   $ 201,562   $ 204,935   $ 200,670     $ 504,338   $ 395,310  
    Net interest income collected on problem loans   (2,779 )   (1,026 )   (151 )   (642 )   146       (3,805 )   23  
    Accretion recognized on purchased loans   (17,834 )   (558 )   (616 )   (1,089 )   (897 )     (18,392 )   (1,697 )
    Adjusted loan interest income (FTE) (non-GAAP) $ 284,221   $ 197,920   $ 200,795   $ 203,204   $ 199,919     $ 482,141   $ 393,636  
                     
    Loan yield (GAAP)   6.63 %   6.24 %   6.29 %   6.47 %   6.41 %     6.47 %   6.35 %
    Adjusted loan yield (non-GAAP)   6.18 %   6.19 %   6.27 %   6.41 %   6.38 %     6.18 %   6.32 %

    (1) Tax effect is calculated based on the respective legal entity’s appropriate federal and state tax rates (as applicable) for the period, and includes the estimated impact of both current and deferred tax expense.

           
    Contacts: For Media:   For Financials:
      John S. Oxford   James C. Mabry IV
      Senior Vice President   Executive Vice President
      Chief Marketing Officer   Chief Financial Officer
      (662) 680-1219   (662) 680-1281

    The MIL Network –

  • MIL-OSI: Weatherford Announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    • Second quarter revenue of $1,204 million increased 1% sequentially
    • Second quarter operating income of $237 million increased 67% sequentially
    • Second quarter net income of $136 million increased 79% sequentially; net income margin of 11.3%
    • Second quarter adjusted EBITDA* of $254 million was flat sequentially; adjusted EBITDA margin* of 21.1% decreased 11 basis points sequentially
    • Second quarter cash provided by operating activities of $128 million and adjusted free cash flow* of $79 million
    • Repurchased $27 million of 8.625% Senior Notes due 2030 in the second quarter of 2025
    • Shareholder return of $52 million for the quarter, which included dividend payments of $18 million and share repurchases of $34 million
    • Board approved quarterly cash dividend of $0.25 per share, payable on September 4, 2025, to shareholders of record as of August 6, 2025
    • Signed an agreement with Amazon Web Services to migrate and modernize our digital platforms, including the Modern Edge Platform and Unified Data Model, enhancing operational efficiency and data-driven decision-making. The collaboration also boosts Weatherford’s Software Launchpad, offering scalable, cloud-based solutions while ensuring data control and integration flexibility

    *Non-GAAP – refer to the section titled Non-GAAP Financial Measures Defined and GAAP to Non-GAAP Financial Measures Reconciled

    HOUSTON, July 22, 2025 (GLOBE NEWSWIRE) — Weatherford International plc (NASDAQ: WFRD) (“Weatherford” or the “Company”) announced today its results for the second quarter of 2025.

    Revenues for the second quarter of 2025 were $1,204 million, an increase of 1% sequentially and a decrease of 14% year-over-year. Operating income in the second quarter of 2025 was $237 million, an increase of 67% sequentially and a decrease of 10% year-over-year. Net income in the second quarter of 2025 was $136 million, with a 11.3% margin, an increase of 79%, or 493 basis points, sequentially, and an increase of 9%, or 240 basis points, year-over-year. Adjusted EBITDA* was $254 million, with a 21.1% margin, flat, or a decrease of 11 basis points, sequentially, and a decrease of 30%, or 488 basis points, year-over-year. Basic income per share in the second quarter of 2025 was $1.87, an increase of 81% sequentially and an increase of 10% year-over-year. Diluted income per share in the second quarter of 2025 was $1.87, an increase of 81% sequentially and an increase of 13% year-over-year.

    Second quarter 2025 cash flows provided by operating activities were $128 million, a decrease of 10% sequentially and a decrease of 15% year-over-year. Adjusted free cash flow* was $79 million, an increase of 20% sequentially and a decrease of 18% year-over-year. Capital expenditures were $54 million in the second quarter of 2025, a decrease of 30% sequentially and a decrease of 13% year-over-year.

    Girish Saligram, President and Chief Executive Officer, commented, “Our core operating markets continued to exhibit activity slowdown during the quarter, driven by geopolitical events, supply-demand imbalance concerns, and trade uncertainties. Despite these structural headwinds, the One Weatherford team delivered second-quarter results in line with expectations, reflecting disciplined execution and operational efficiency in a distinctly softer market. The sequential performance demonstrates strong fundamentals and the resilience of our operating model. Revenues increased and adjusted EBITDA was flat despite the previously announced divestiture of certain businesses in Argentina. Adjusted Free Cash Flow also increased, even as receivables continued to build in Latin America due to lack of payments in Mexico. This performance underscores the strength of the new Weatherford operating paradigm and marks a positive departure from past responses to prior market cycle inflections.

    Looking ahead, activity levels in both North America and international markets continue to show signs of sluggishness, and expectations for a broader sector recovery have shifted further to the right. While we anticipate a relatively flat trajectory on revenues for the immediate future, we remain focused on driving adjusted free cash flow conversion through portfolio optimization, structural cost efficiencies, optimization of working capital, and CAPEX efficiency.”

    *Non-GAAP – refer to the section titled Non-GAAP Financial Measures Defined and GAAP to Non-GAAP Financial Measures Reconciled

    Operational & Commercial Highlights

    • An International Oil Company (IOC) awarded Weatherford a three-year contract to provide Managed Pressure Drilling (MPD) services for a deepwater development project in Mexico.
    • Aramco awarded Weatherford a one-year contract extension to provide MPD services for its onshore and offshore wells.
    • Weatherford, with Superior Energy Services, secured a three-year contract to supply conventional completions (Upper and Lower) equipment to Petrobras for pre-salt and post-salt fields offshore Brazil.
    • Cairn Oil & Gas granted Weatherford a Letter of Award to provide Completions, Liner Hanger, Whipstock systems and services, and MPD services for High Temperature – Ultra High Temperature (HT-UHT) drilling and rigless project in Barmer, India.
    • bp UK awarded Weatherford a one-year contract to provide Cementation Products, Completions, Drilling Services, Intervention Services & Drilling Tools (ISDT), and a one-year contract to provide Liner Hanger systems for the Northern Endurance Partnership CO2 Storage Project in offshore UK.
    • Beach Energy Limited awarded Weatherford contracts to provide Cementation Products, Cement Heads, Liner Hangers, and Tubular Running Services (TRS) for a campaign in offshore Australia.
    • Origin Energy awarded Weatherford a five-year contract to re-supply PCP systems in onshore Australia.
    • OMV awarded Weatherford a three-year contract to supply Completions and Reservoir Monitoring equipment in Tunisia.
    • Shell awarded Weatherford a three-year contract to provide ISDT offshore in the Gulf of America.
    • An IOC awarded Weatherford a three-year contract to provide thru-tubing Well Services in offshore Malaysia.
    • Kuwait Oil Company (KOC) awarded Weatherford a contract for the supply of XpressTM XT Liner Hanger systems for deep drilling operations in Kuwait.
    • A National Oil Company in the Middle East awarded a two-year contract to provide thru-tubing and safety valve systems in the United Arab Emirates.
    • A major operator in Canada awarded Weatherford a two-year contract to provide Artificial Lift services in onshore Canada.
    • Weatherford, in strategic partnership with Constellation, secured a three-year contract to deliver TRS, integrating the automated Vero™ technology into their rig for Petrobras in offshore Brazil.

    Technology Highlights

    • Drilling & Evaluation (“DRE”)
      • In Kuwait, Weatherford successfully deployed combined Magnus™ and Victus™ solutions for a pilot project for KOC. This approach enabled the use of a smaller wellhead, eliminated one casing string, and allowed effective drilling and cementing through stacked reservoirs, potentially unlocking new completion designs and enhancing recovery.
      • In Qatar, Weatherford successfully completed the first Modus™ job using MPD techniques that significantly improved operational efficiency and well safety. The Modus system enabled the operator to reach the targeted total depth while saving substantial rig time and costs compared to conventional methods.
      • In Norway, Weatherford successfully completed three open hole logging jobs for an international operator using coiled tubing for deployment. This approach enabled effective logging in a highly deviated well, overcoming the limitations of conventional wireline conveyance.
    • Well Construction and Completions (“WCC”)
      • In the Gulf of America, Weatherford successfully integrated multiple TRS technologies for bp. This integration enhanced operational speed, cost-effectiveness, and well integrity while improving quality, efficiency, and safety by reducing personnel requirements and eliminating manual intervention.
      • In the United Kingdom, Weatherford successfully implemented StringGuardTM for Shell. The solution is designed to provide protection against potential dropped string events, with the aim of maintaining operational focus and incident free delivery.
    • Production and Intervention (“PRI”)
      • Weatherford’s Rotaflex® Artificial Lift technology has witnessed continued global adoption, with recent installations in France, Australia, and Oman. These projects have addressed a variety of operational challenges, including the replacement of Electric Submersible Pumps and conventional pumping units, enhancement of production efficiency, support for Coal Bed Methane initiatives, and restoration of output in complex wells, underscoring the versatility and effectiveness of the Rotaflex technology.
      • In Norway, Weatherford completed a successful field trial of TITAN RS technology for Equinor, following the acquisition of Ardyne. The trial delivered a full casing cut and recovery solution for the plug and abandonment market, reinforcing Weatherford’s leadership in advanced well abandonment.
      • In Saudi Arabia, Weatherford installed the first Rod Lift system in the Jafurah field. The unit was successfully commissioned, validating Weatherford’s Rod Lift technology as a viable artificial lift solution for this unconventional gas field.

    Shareholder Return

    During the second quarter of 2025, Weatherford paid dividends of $18 million and repurchased shares for approximately $34 million, resulting in a total shareholder return of $52 million. In the first half of the year, Weatherford paid dividends of $36 million and repurchased shares for approximately $87 million, resulting in a total shareholder return of $123 million.

    On July 17, 2025, our Board declared a cash dividend of $0.25 per share of the Company’s ordinary shares, payable on September 4, 2025, to shareholders of record as of August 6, 2025.

    Results by Reportable Segment

    Drilling and Evaluation (“DRE”)
      

        Three Months Ended   Variance
    ($ in Millions)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   Seq.   YoY
    Revenue   $          335     $              350     $          427     (4)   %   (22)    %
    Segment Adjusted EBITDA   $            69     $                 74     $          130     (7)   %   (47)    %
    Segment Adj EBITDA Margin     20.6 %     21.1 %     30.4 %            (55) bps         (985) bps

    Second quarter 2025 DRE revenue of $335 million decreased by $15 million, or 4% sequentially, primarily from lower Wireline activity in North America and Latin America partly offset by higher Drilling Services activity in Europe/Sub-Sahara Africa/Russia and Latin America. Year-over-year DRE revenue decreased by $92 million, or 22%, primarily from lower activity across all geographies, especially in Latin America, partly offset by higher Drilling Services activity in Europe/Sub-Sahara Africa/ Russia, North America and Middle East/North Africa/Asia.

    Second quarter 2025 DRE segment adjusted EBITDA of $69 million decreased by $5 million, or 7% sequentially, primarily from lower Wireline activity, partly offset by higher Drilling Services activity. Year-over-year DRE segment adjusted EBITDA decreased by $61 million, or 47%, primarily from lower activity across all geographies, especially in Latin America.

    Well Construction and Completions (“WCC”)  

        Three Months Ended   Variance
    ($ in Millions)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   Seq.   YoY
    Revenue   $          456     $              441     $          504     3 %   (10)   %
    Segment Adjusted EBITDA   $          118     $              128     $          145     (8) %   (19)   %
    Segment Adj EBITDA Margin     25.9 %     29.0 %     28.8 %         (315) bps          (289) bps

    Second quarter 2025 WCC revenue of $456 million increased by $15 million, or 3% sequentially, primarily from higher Liner Hangers and Cementation Products activity partly offset by lower Completions activity especially in Latin America.  Year-over-year WCC revenues decreased by $48 million, or 10%, primarily from lower activity in Latin America, Europe/Sub-Sahara Africa/Russia and North America partly offset by higher Liner Hangers activity in Middle East/North Africa/Asia.

    Second quarter 2025 WCC segment adjusted EBITDA of $118 million decreased by $10 million, or 8% sequentially, primarily from lower Completions activity partly offset by higher Liner Hangers activity and Cementation Products activity and fall through. Year-over-year WCC segment adjusted EBITDA decreased by $27 million, or 19%, primarily from lower activity in Latin America, Europe/Sub-Sahara Africa/Russia and North America partly offset by higher Liner Hangers and TRS fall through in Middle East/North Africa/Asia.

    Production and Intervention (“PRI”)  

        Three Months Ended   Variance
    ($ in Millions)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   Seq.   YoY
    Revenue   $          327         $              334     $          369     (2)  %   (11)   %
    Segment Adjusted EBITDA   $            63         $                 62     $            85     2 %   (26)   %
    Segment Adj EBITDA Margin     19.3 %     18.6 %     23.0 %             70  bps          (377) bps

    Second quarter 2025 PRI revenue of $327 million  decreased by $7 million, or 2% sequentially, primarily from lower Pressure Pumping activity in Latin America pursuant to the sale of the Argentina Pressure Pumping business partly offset by higher Artificial Lift and Sub-sea Intervention activity. Year-over-year PRI revenue decreased by $42 million, or 11%, as lower activity across all geographies was partly offset by higher Sub-sea intervention activity in Latin America.

    Second quarter 2025 PRI segment adjusted EBITDA of $63 million increased by $1 million, or 2% sequentially, primarily from  higher Sub-sea Intervention activity and fall through partly offset by lower Pressure Pumping activity in Latin America pursuant to the sale of the Argentina Pressure Pumping business. Year-over-year PRI segment adjusted EBITDA decreased by $22 million, or 26%, primarily from lower activity across all geographies, partly offset by higher Sub-sea intervention activity and fall through in Latin America.

    Revenue by Geography 

        Three Months Ended   Variance
    ($ in Millions)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   Seq.   YoY
    North America   $             241   $                  250   $             252   (4) %   (4) %
                         
    International   $             963   $                  943   $          1,153   2 %   (16) %
       Latin America                     195                        241                    353   (19) %   (45) %
       Middle East/North Africa/Asia                    524                        503                    542   4 %   (3) %
       Europe/Sub-Sahara Africa/Russia                    244                        199                    258   23 %   (5) %
    Total Revenue   $          1,204   $               1,193   $          1,405   1 %   (14) %


    North America

    Second quarter 2025 North America revenue of $241 million decreased by $9 million, or 4% sequentially, primarily from lower Wireline activity in Canada Land, partly offset by higher Cementation Products and Liner Hangers activity. Year-over-year, North America decreased by $11 million, or 4% , primarily from lower activity across all the segments, partly offset by higher activity in US Offshore.

    International

    Second quarter 2025 international revenue of $963 million increased by $20 million, or 2% sequentially and decreased by $190 million, or 16% year-over-year.

    Second quarter 2025 Latin America revenue of $195 million decreased by $46 million, or 19% sequentially, primarily from lower activity in Argentina pursuant to the sale of the Argentina Pressure Pumping business, partly offset by higher Sub-sea intervention activity. Year-over-year, Latin America revenue decreased by $158 million, or 45%, primarily from lower activity in Mexico and Argentina, partly offset by higher Sub-sea intervention activity.

    Second quarter 2025 Middle East/North Africa/Asia revenue of $524 million increased by $21 million, or 4% sequentially, primarily from higher Liner Hangers and Cementation Products activity partly offset by lower Drilling Services. Year-over-year, the Middle East/North Africa/Asia revenue decreased by $18 million, or 3%, primarily from lower activity in the DRE and PRI segments partly offset by higher Liner Hangers activity.

    Second quarter 2025 Europe/Sub-Sahara Africa/Russia revenue of $244 million increased by $45 million, or 23% sequentially, primarily from higher activity across all the segments. Year-over-year, Europe/Sub-Sahara Africa/Russia revenue decreased by $14 million, or 5%, primarily from lower activity across all the segments especially WCC, partly offset by higher Drilling Services and Pressure Pumping.

    About Weatherford
    Weatherford delivers innovative energy services that integrate proven technologies with advanced digitalization to create sustainable offerings for maximized value and return on investment. Our world-class experts partner with customers to optimize their resources and realize the full potential of their assets. Operators choose us for strategic solutions that add efficiency, flexibility, and responsibility to any energy operation. The Company conducts business in approximately 75 countries and has approximately 17,300 team members representing more than 110 nationalities and 310 operating locations. Visit weatherford.com for more information and connect with us on social media.

    Conference Call Details

    Weatherford will host a conference call on Wednesday, July 23, 2025, to discuss the Company’s results for the second quarter ended June 30, 2025. The conference call will begin at 8:30 a.m. Eastern Time (7:30 a.m. Central Time).

    Listeners are encouraged to download the accompanying presentation slides which will be available in the investor relations section of the Company’s website.

    Listeners can participate in the conference call via a live webcast at https://www.weatherford.com/investor-relations/investor-news-and-events/events/ or by dialing +1 877-328-5344 (within the U.S.) or +1 412-902-6762 (outside of the U.S.) and asking for the Weatherford conference call. Participants should log in or dial in approximately 10 minutes prior to the start of the call.

    A telephonic replay of the conference call will be available until August 6, 2025, at 5:00 p.m. Eastern Time. To access the replay, please dial +1 877-344-7529 (within the U.S.) or +1 412-317-0088 (outside of the U.S.) and reference conference number 1312926. A replay and transcript of the earnings call will also be available in the investor relations section of the Company’s website.

    Contacts
    For Investors:
    Luke Lemoine
    Senior Vice President, Corporate Development & Investor Relations
    +1 713-836-7777
    investor.relations@weatherford.com

    For Media:
    Kelley Hughes
    Senior Director, Communications & Employee Engagement
    media@weatherford.com

    Forward-Looking Statements

    This news release contains projections and forward-looking statements concerning, among other things, the Company’s adjusted EBITDA*, adjusted EBITDA margin*, adjusted free cash flow*, shareholder return program, forecasts or expectations regarding business outlook, prospects for its operations, capital expenditures, expectations regarding future financial results, and are also generally identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “outlook,” “budget,” “intend,” “strategy,” “plan,” “guidance,” “may,” “should,” “could,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are based upon the current beliefs of Weatherford’s management and are subject to significant risks, assumptions, and uncertainties. Should one or more of these risks or uncertainties materialize, or underlying assumptions prove incorrect, actual results may vary materially from those indicated in our forward-looking statements. Readers are cautioned that forward-looking statements are only estimates and may differ materially from actual future events or results, based on factors including but not limited to: global political, economic and market conditions, political disturbances, war or other global conflicts, terrorist attacks, changes in global trade policies, tariffs and sanctions, weak local economic conditions and international currency fluctuations; general global economic repercussions related to U.S. and global inflationary pressures and potential recessionary concerns; various effects from conflicts in the Middle East and the Russia Ukraine conflicts, including, but not limited to, nationalization of assets, extended business interruptions, sanctions, treaties and regulations (including changes in the regulatory environment) imposed by various countries, associated operational and logistical challenges, and impacts to the overall global energy supply; cybersecurity issues; our ability to comply with, and respond to, climate change, environmental, social and governance and other sustainability initiatives and future legislative and regulatory measures both globally and in specific geographic regions; the potential for a resurgence of a pandemic in a given geographic area and related disruptions; the price and price volatility of, and demand for, oil and natural gas; the macroeconomic outlook for the oil and gas industry; our ability to generate cash flow from operations to fund our operations; our ability to effectively and timely adapt our technology portfolio, products and services to remain competitive, and to address and participate in changes to the market demands, including for the transition to alternate sources of energy such as geothermal, carbon capture and responsible abandonment, including our digitalization efforts, increases in the prices and lead times, and the lack of availability of our procured products and services, including due to macroeconomic and geopolitical conditions such as tariffs and changes in trade policies, our ability to timely collect from customers; our ability to effectively execute our capital allocation framework; our ability to return capital to shareholders, including those related to the timing and amounts (including any plans or commitments in respect thereof) of any dividends and share repurchases; and the realization of additional cost savings and operational efficiencies.

    These risks and uncertainties are more fully described in Weatherford’s reports and registration statements filed with the Securities and Exchange Commission, including the risk factors described in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Accordingly, you should not place undue reliance on any of the Company’s forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law, and we caution you not to rely on them unduly.

    *Non-GAAP – refer to the section titled Non-GAAP Financial Measures Defined and GAAP to Non-GAAP Financial Measures Reconciled

    Weatherford International plc
    Selected Statements of Operations (Unaudited)
                         
        Three Months Ended   Six Months Ended
    ($ in Millions, Except Per Share Amounts)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Revenues:                    
    DRE Revenues   $              335     $                 350     $              427     $            685     $            849  
    WCC Revenues                    456                          441                      504                     897                    962  
    PRI Revenues                    327                          334                      369                     661                    717  
    All Other                       86                            68                      105                     154                    235  
    Total Revenues                 1,204                      1,193                   1,405                 2,397                 2,763  
                         
    Operating Income:                    
    DRE Segment Adjusted EBITDA[1]   $                69     $                    74     $              130     $            143     $            260  
    WCC Segment Adjusted EBITDA[1]                    118                          128                      145                     246                    265  
    PRI Segment Adjusted EBITDA[1]                       63                            62                        85                     125                    158  
    All Other[2]                       19                              4                        23                       23                       50  
    Corporate[2]                     (15 )                        (15 )                    (18 )                   (30 )                   (32 )
    Depreciation and Amortization                     (64 )                        (62 )                    (86 )                 (126 )                (171 )
    Share-based Compensation                       (9 )                          (7 )                    (12 )                   (16 )                   (25 )
    Gain on Sale of Business                       70                            —                        —                       70                       —  
    Restructuring Charges                     (11 )                        (29 )                       (5 )                   (40 )                     (8 )
    Other (Charges) Credits                       (3 )                        (13 )                        2                     (16 )                     —  
    Operating Income                    237                          142                      264                     379                    497  
                         
    Other Expense:                    
    Interest Expense, Net of Interest Income of $14, $11,
    $17, $25 and $31    		                     (21 )                        (26 )                    (24 )                   (47 )                   (53 )
    Loss on Blue Chip Swap Securities                       (1 )                          —                      (10 )                     (1 )                   (10 )
    Other Expense, Net                     (24 )                        (20 )                    (20 )                   (44 ) —                 (42 )
    Income Before Income Taxes                    191                            96                      210                     287                    392  
    Income Tax Provision                     (46 )                        (10 )                    (73 )                   (56 )                (132 )
    Net Income                    145                            86                      137                     231                    260  
    Net Income Attributable to Noncontrolling Interests                         9                            10                        12                       19                       23  
    Net Income Attributable to Weatherford   $              136     $                    76     $              125     $            212     $            237  
                         
    Basic Income Per Share   $             1.87     $                1.04     $             1.71     $           2.91     $           3.25  
    Basic Weighted Average Shares Outstanding                   72.2                         73.1                     73.2                    72.7                   73.1  
                         
    Diluted Income Per Share   $             1.87     $                1.03     $             1.66     $           2.90     $           3.16  
    Diluted Weighted Average Shares Outstanding                   72.4                         73.4                     75.3       72.9       75.0  
    [1] Segment adjusted EBITDA is our primary measure of segment profitability under U.S. GAAP ASC 280 “Segment Reporting” and represents segment earnings before interest, taxes, depreciation, amortization, share-based compensation, restructuring charges and other adjustments. Research and development expenses are included in segment adjusted EBITDA.
    [2] All Other includes results from non-core business activities (including integrated services and projects), and Corporate includes overhead support and centrally managed or shared facilities costs. All Other and Corporate do not individually meet the criteria for segment reporting.
    Weatherford International plc
    Selected Balance Sheet Data (Unaudited)
           
    ($ in Millions) June 30, 2025   December 31, 2024
    Assets:      
    Cash and Cash Equivalents $                              943   $                                 916
    Restricted Cash                                     60                                         59
    Accounts Receivable, Net                               1,177                                    1,261
    Inventories, Net                                  881                                       880
    Property, Plant and Equipment, Net                               1,136                                    1,061
    Intangibles, Net                                  305                                       325
           
    Liabilities:      
    Accounts Payable                                  685                                       792
    Accrued Salaries and Benefits                                  252                                       302
    Current Portion of Long-term Debt                                     26                                         17
    Long-term Debt                               1,565                                    1,617
           
    Shareholders’ Equity:      
    Total Shareholders’ Equity                               1,519                                    1,283
    Weatherford International plc
    Selected Cash Flows Information (Unaudited)
                         
        Three Months Ended   Six Months Ended
    ($ in Millions)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Cash Flows From Operating Activities:                    
    Net Income   $             145     $                    86     $             137     $             231     $             260  
    Adjustments to Reconcile Net Income to Net Cash
    Provided By Operating Activities:    		                    
    Depreciation and Amortization                      64                             62                        86                      126                      171  
    Foreign Exchange Losses                      17                             13                          8                        30                        23  
    Loss on Blue Chip Swap Securities                        1                             —                        10                          1                        10  
    Gain on Disposition of Assets                      (3 )                           (1 )                    (25 )                      (4 )                    (32 )
    Gain on Sale of Business                    (70 )                           —                        —                      (70 )                      —   
    Deferred Income Tax Provision (Benefit)                      (5 )                             7                        13                          2                        27  
    Share-Based Compensation                        9                               7                        12                        16                        25  
    Changes in Accounts Receivable, Inventory, Accounts
    Payable and Accrued Salaries and Benefits    		                    (22 )                         (17 )                    (22 )                    (39 )                  (174 )
    Other Changes, Net                      (8 )                         (15 )                    (69 )                    (23 )                    (29 )
    Net Cash Provided By Operating Activities                    128                          142                      150                      270                      281  
                         
    Cash Flows From Investing Activities:                    
    Capital Expenditures for Property, Plant and Equipment                    (54 )                         (77 )                    (62 )                  (131 )                  (121 )
    Proceeds from Disposition of Assets                        5                               1                          8                          6                        18  
    Proceeds from Sale of Businesses                      97                             —                        —                        97                        —   
    Purchases of Blue Chip Swap Securities                    (83 )                           —                      (50 )                    (83 )                    (50 )
    Proceeds from Sales of Blue Chip Swap Securities                      82                             —                        40                        82                        40  
    Business Acquisitions, Net of Cash Acquired                      —                             —                        —                        —                       (36 )
    Proceeds from Sale of Investments                      —                             —                        —                        —                         41  
    Other Investing Activities                      (4 )                           (3 )                        3                        (7 )                      (7 )
    Net Cash Provided by (Used In) Investing Activities                      43                           (79 )                    (61 )                    (36 )                  (115 )
                         
    Cash Flows From Financing Activities:                    
    Repayments of Long-term Debt                    (34 )                         (39 )                    (87 )                    (73 )                  (259 )
       Distributions to Noncontrolling Interests                      (8 )                           —                        (9 )                      (8 )                      (9 )
    Tax Remittance on Equity Awards                      —                           (20 )                      (1 )                    (20 )                      (9 )
    Share Repurchases                    (34 )                         (53 )                      —                      (87 )                      —   
    Dividends Paid                    (18 )                         (18 )                      —                      (36 )                      —   
    Other Financing Activities                      (3 )                           (3 )                      (5 )                      (6 )                    (12 )
    Net Cash Used In Financing Activities   $              (97 )   $                (133 )   $           (102 )   $           (230 )   $           (289 )
    Weatherford International plc
    Non-GAAP Financial Measures Defined (Unaudited)

    We report our financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, Weatherford’s management believes that certain non-GAAP financial measures (as defined under the SEC’s Regulation G and Item 10(e) of Regulation S-K) may provide users of this financial information additional meaningful comparisons between current results and results of prior periods and comparisons with peer companies. The non-GAAP amounts shown in the following tables should not be considered as substitutes for results reported in accordance with GAAP but should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    Adjusted EBITDA* – Adjusted EBITDA* is a non-GAAP measure and represents consolidated income before interest expense, net, income taxes, depreciation and amortization expense, and excludes, among other items, restructuring charges, share-based compensation expense, as well as other charges and credits. Management believes adjusted EBITDA* is useful to assess and understand normalized operating performance and trends. Adjusted EBITDA* should be considered in addition to, but not as a substitute for consolidated net income and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    Adjusted EBITDA margin* – Adjusted EBITDA margin* is a non-GAAP measure which is calculated by dividing consolidated adjusted EBITDA* by consolidated revenues. Management believes adjusted EBITDA margin* is useful to assess and understand normalized operating performance and trends. Adjusted EBITDA margin* should be considered in addition to, but not as a substitute for consolidated net income margin and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    Adjusted Free Cash Flow* – Adjusted Free Cash Flow* is a non-GAAP measure and represents cash flows provided by (used in) operating activities, less capital expenditures plus proceeds from the disposition of assets. Management believes adjusted free cash flow* is useful to understand our performance at generating cash and demonstrates our discipline around the use of cash. Adjusted free cash flow* should be considered in addition to, but not as a substitute for cash flows provided by operating activities and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    Net Debt* – Net Debt* is a non-GAAP measure that is calculated taking short and long-term debt less cash and cash equivalents and restricted cash. Management believes the net debt* is useful to assess the level of debt in excess of cash and cash and equivalents as we monitor our ability to repay and service our debt. Net debt* should be considered in addition to, but not as a substitute for overall debt and total cash and should be viewed in addition to the Company’s results prepared in accordance with GAAP.​

    Net Leverage* – Net Leverage* is a non-GAAP measure which is calculated by dividing by taking net debt* divided by adjusted EBITDA* for the trailing 12 months. Management believes the net leverage* is useful to understand our ability to repay and service our debt. Net leverage* should be considered in addition to, but not as a substitute for the individual components of above defined net debt* divided by consolidated net income attributable to Weatherford and should be viewed in addition to the Company’s reported results prepared in accordance with GAAP.

    *Non-GAAP – as defined above and reconciled to the GAAP measures in the section titled GAAP to Non-GAAP Financial Measures Reconciled

    Weatherford International plc
    GAAP to Non-GAAP Financial Measures Reconciled (Unaudited)
     
                         
        Three Months Ended   Six Months Ended
    ($ in Millions, Except Margin in Percentages)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		   June 30,
    2025    		   June 30,
    2024
    Revenues   $         1,204     $          1,193     $         1,405     $      2,397     $      2,763  
    Net Income Attributable to Weatherford   $            136     $                76     $            125     $         212     $         237  
    Net Income Margin     11.3 %     6.4 %     8.9 %     8.8 %     8.6 %
    Adjusted EBITDA*   $            254     $              253     $            365     $         507     $         701  
    Adjusted EBITDA Margin*     21.1 %     21.2 %     26.0 %     21.2 %     25.4 %
                         
    Net Income Attributable to Weatherford   $            136     $                76     $            125     $         212     $         237  
    Net Income Attributable to Noncontrolling Interests                       9                        10                       12                    19                    23  
    Income Tax Provision                     46                        10                       73                    56                 132  
    Interest Expense, Net of Interest Income of $14, $11,
    $17, $25 and $31    		                     21                        26                       24                    47                    53  
    Loss on Blue Chip Swap Securities                       1                        —                       10                      1                    10  
    Other Expense, Net                     24                        20                       20                    44                    42  
    Operating Income                  237                      142                    264                 379                 497  
    Depreciation and Amortization                     64                        62                       86                 126                 171  
    Other Charges (Credits)[1]                       3                        13                       (2 )                  16                    —  
    Gain on Sale of Business                   (70 )                      —                       —                  (70 )                  —  
    Restructuring Charges                     11                        29                         5                    40                      8  
    Share-Based Compensation                       9                          7                       12                    16                    25  
    Adjusted EBITDA*   $            254     $              253     $            365     $         507     $         701  
                         
    Net Cash Provided By Operating Activities   $            128     $              142     $            150     $         270     $         281  
    Capital Expenditures for Property, Plant and
    Equipment    		                   (54 )                    (77 )                   (62 )             (131 )             (121 )
    Proceeds from Disposition of Assets                       5                          1                         8                      6                    18  
    Adjusted Free Cash Flow*   $              79     $                66     $              96     $         145     $         178  
    [1] Other Charges (Credits) in the three and six months ended June 30, 2025 primarily includes fees to third-party financial institutions related to collections of certain receivables from our largest customer in Mexico and other miscellaneous charges and credits.

    *Non-GAAP – as reconciled to the GAAP measures above and defined in the section titled Non-GAAP Financial Measures Defined

    Weatherford International plc
    GAAP to Non-GAAP Financial Measures Reconciled Continued (Unaudited)
     
                   
         
    ($ in Millions)   June 30,
    2025    		   March 31,
    2025    		   June 30,
    2024    		  
    Current Portion of Long-term Debt   $                   26   $                    22   $                   20  
    Long-term Debt                    1,565                    1,583                    1,628  
    Total Debt   $              1,591   $              1,605   $              1,648  
                   
    Cash and Cash Equivalents   $                 943   $                 873   $                 862  
    Restricted Cash                          60                          57                          58  
    Total Cash   $              1,003   $                 930   $                 920  
                   
    Components of Net Debt              
    Current Portion of Long-term Debt   $                   26   $                    22   $                   20  
    Long-term Debt                    1,565                    1,583                    1,628  
    Less: Cash and Cash Equivalents                       943                        873                       862  
    Less: Restricted Cash                          60                          57                          58  
    Net Debt*   $                 588   $                 675   $                 728  
                   
    Net Income for trailing 12 months   $                 481   $                 470   $                 500  
    Adjusted EBITDA* for trailing 12 months   $              1,188   $              1,299   $              1,327  
                   
    Net Leverage* (Net Debt*/Adjusted EBITDA*)                      0.49 x                     0.52 x                    0.55 x


    *Non-GAAP – as reconciled to the GAAP measures above and defined in the section titled Non-GAAP Financial Measures Defined

    The MIL Network –

  • MIL-OSI: FS Bancorp, Inc. Reports Second Quarter Net Income of $7.7 Million or $0.99 Per Diluted Share and Declares 50th Consecutive Quarterly Cash Dividend in Addition to a Special Dividend 

    Source: GlobeNewswire (MIL-OSI)

    MOUNTLAKE TERRACE, Wash., July 22, 2025 (GLOBE NEWSWIRE) — FS Bancorp, Inc. (NASDAQ: FSBW) (the “Company”), the holding company for 1st Security Bank of Washington (the “Bank”) today reported 2025 second quarter net income of $7.7 million, or $0.99 per diluted share, compared to $9.0 million, or $1.13 per diluted share, for the comparable quarter one year ago. For the six months ended June 30, 2025, net income was $15.7 million, or $1.99 per diluted share, compared to net income of $17.4 million, or $2.20 per diluted share, for the comparable six-month period in 2024.

    “We are proud of the balance sheet growth this quarter driven by solid loan demand. Additionally, our share repurchase activity reflects our continued confidence and commitment to delivering long-term value to our shareholders,” stated Phillip Whittington, CFO.

    “We are pleased to announce that our Board of Directors has approved our 50th consecutive quarterly cash dividend of $0.28 per common share, demonstrating our continued commitment to delivering value to our shareholders. In recognition of this milestone, the Board also approved a special dividend of $0.22 per common share. Both dividends will be paid on August 21, 2025, to shareholders of record as of August 7, 2025,” noted Matthew Mullet, President.

    2025 Second Quarter Highlights

    • Net income was $7.7 million for the second quarter of 2025, compared to $8.0 million for the previous quarter, and $9.0 million for the comparable quarter one year ago;
    • Total deposits decreased $61.8 million, or 2.4%, to $2.55 billion at June 30, 2025, primarily due to a decrease of $59.1 million in brokered deposits, compared to $2.62 billion at March 31, 2025, and increased $170.6 million, or 7.2%, from $2.38 billion at June 30, 2024.  Noninterest-bearing deposits were $654.1 million at June 30, 2025, $676.7 million at March 31, 2025, and $623.3 million at June 30, 2024;
    • Borrowings increased $165.5 million, or 240.5% to $234.3 million at June 30, 2025, compared to $68.8 million at March 31, 2025, and increased $52.4 million, or 28.8%, from $181.9 million at June 30, 2024;
    • Loans receivable, net increased $81.2 million, or 3.2%, to $2.58 billion at June 30, 2025, compared to $2.50 billion at March 31, 2025, and increased $125.1 million, or 5.1%, from $2.46 billion at June 30, 2024;
    • Consumer loans were $606.3 million at June 30, 2025, a decrease of $2.6 million, or 0.4%, from $608.9 million in the previous quarter, and a decrease of $35.4 million, or 5.5%, from $641.7 million in the comparable quarter one year ago. During the three months ended June 30, 2025, consumer loan originations included 82.5% of home improvement loans originated with a Fair Isaac Corporation (“FICO”) score above 720;
    • Repurchased 132,282 shares of the Company’s common stock in the second quarter of 2025 at an average price of $38.92 per share with $725,000 remaining for future purchases under the existing share repurchase plan at June 30, 2025. In addition, as previously announced on July 9, 2025, the Board approved a new share repurchase plan authorizing the repurchase of up to $5.0 million in shares of the Company’s outstanding common stock;
    • Book value per share increased $0.43 to $39.55 at June 30, 2025, compared to $39.12 at March 31, 2025, and increased $2.40 from $37.15 at June 30, 2024.  Tangible book value per share (non-GAAP financial measure) increased $0.50 to $37.46 at June 30, 2025, compared to $36.96 at March 31, 2025, and increased $2.80 from $34.66 at June 30, 2024. See, “Non-GAAP Financial Measures;”
    • Segment reporting in the second quarter of 2025 reflected net income of $7.4 million for the Commercial and Consumer Banking segment and $351,000 for the Home Lending segment, compared to net income of $7.8 million and $242,000 in the prior quarter, and net income of $8.0 million and $1.0 million in the second quarter of 2024, respectively; and
    • Regulatory capital ratios at the Bank were 14.1% for total risk-based capital and 11.2% for Tier 1 leverage capital at June 30, 2025, compared to 14.4% for total risk-based capital and 11.3% for Tier 1 leverage capital at March 31, 2025.

    Segment Reporting

    The Company operates through two reportable segments: Commercial and Consumer Banking and Home Lending. The Commercial and Consumer Banking segment provides diversified financial products and services to our commercial and consumer customers. These products and services include deposit products; residential, consumer, business and commercial real estate lending and cash management services. This segment also manages the Bank’s investment portfolio and other assets. The Home Lending segment originates one-to-four-family residential mortgage loans primarily for sale in the secondary markets as well as loans held for investment.

    The tables below provide a summary of segment reporting at or for the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

        At or For the Three Months Ended June 30, 2025  
    Condensed income statement:   Commercial and Consumer Banking     Home Lending     Total  
    Net interest income(1)   $ 29,179     $ 2,933     $ 32,112  
    Provision for credit losses     (1,849 )     (172 )     (2,021 )
    Noninterest income(2)     2,297       2,873       5,170  
    Noninterest expense(3)     (20,313 )     (5,189 )     (25,502 )
    Income before provision for income taxes     9,314       445       9,759  
    Provision for income taxes     (1,937 )     (94 )     (2,031 )
    Net income   $ 7,377     $ 351     $ 7,728  
    Total average assets for period ended   $ 2,466,917     $ 649,443     $ 3,116,360  
    Full-time employees (“FTEs”)     452       115       567  
        At or Three Months Ended June 30, 2024
    Condensed income statement:   Commercial and Consumer Banking   Home Lending   Total
    Net interest income(1)   $ 28,051     $ 2,350     $ 30,401  
    (Provision) recovery for credit losses     (1,214 )     137       (1,077 )
    Noninterest income(2)     2,269       3,599       5,868  
    Noninterest expense(3)     (19,043 )     (4,814 )     (23,857 )
    Income before provision for income taxes     10,063       1,272       11,335  
    Provision for income taxes     (2,113 )     (263 )     (2,376 )
    Net income   $ 7,950     $ 1,009     $ 8,959  
    Total average assets for period ended   $ 2,359,741     $ 588,090     $ 2,947,831  
    FTEs     450       121       571  
        At or For the Six Months Ended June 30, 2025  
    Condensed income statement:   Commercial and Consumer Banking     Home Lending     Total  
    Net interest income(1)   $ 57,586     $ 5,507     $ 63,093  
    Provision for credit losses     (3,170 )     (443 )     (3,613 )
    Noninterest income(2)     4,542       5,754       10,296  
    Noninterest expense(3)     (40,489 )     (10,067 )     (50,556 )
    Income before provision for income taxes     18,469       751       19,220  
    Provision for income taxes     (3,314 )     (157 )     (3,471 )
    Net income   $ 15,155     $ 594     $ 15,749  
    Total average assets for period ended   $ 2,440,654     $ 634,013     $ 3,074,667  
    FTEs     452       115       567  
        At or For the Six Months Ended June 30, 2024  
    Condensed income statement:   Commercial and Consumer Banking     Home Lending     Total  
    Net interest income(1)   $ 56,137     $ 4,610     $ 60,747  
    Provision for credit losses     (2,465 )     (11 )     (2,476 )
    Noninterest income(2)     4,662       6,317       10,979  
    Noninterest expense(3)     (38,051 )     (9,335 )     (47,386 )
    Income before provision for income taxes     20,283       1,581       21,864  
    Provision for income taxes     (4,182 )     (326 )     (4,508 )
    Net income   $ 16,101     $ 1,255     $ 17,356  
    Total average assets for period ended   $ 2,380,803     $ 572,386     $ 2,953,189  
    FTEs     450       121       571  

    __________________________

    (1)   Net interest income is the difference between interest earned on assets and the cost of liabilities to fund those assets. Interest earned includes actual interest earned on segment assets and, if the segment has excess liabilities, interest credits for providing funding to the other segment. The cost of liabilities includes interest expense on segment liabilities and, if the segment does not have enough liabilities to fund its assets, a funding charge based on the cost of assigned liabilities to fund segment assets.
    (2)   Noninterest income includes activity from certain residential mortgage loans that were initially originated for sale and measured at fair value and subsequently transferred to loans held for investment. Gains and losses from changes in fair value for these loans are reported in earnings as a component of noninterest income. For the three and six months ended June 30, 2025, the Company recorded a net increase in fair value of $3,000 and $266,000, respectively, compared to a net increase in fair value of $184,000 and $186,000, respectively for the three and six months ended June 30, 2024. As of June 30, 2025 and 2024, there were $13.2 million and $13.9 million, respectively, in residential mortgage loans recorded at fair value as they were previously transferred from loans held for sale to loans held for investment.
    (3)   Noninterest expense includes allocated overhead expense from general corporate activities. Allocation is determined based on a combination of segment assets and FTEs.  For the three and six months ended June 30, 2025 and 2024, the Home Lending segment included allocated overhead expenses of $1.8 million and $3.7 million, compared to $1.5 million and $3.0 million, respectively.
         

    Asset Summary

    The following table presents the components and changes in total assets as of the dates indicated.

    ASSETS                           Linked Quarter     Prior Year  
    (Dollars in thousands)   June 30,     March 31,     June 30,     Change     Quarter Change  
        2025     2025     2024     $     %     $     %  
    Cash and due from banks   $ 15,168     $ 18,657     $ 20,005     $ (3,489 )     (19 )%   $ (4,837 )     (24 )%
    Interest-bearing deposits at other financial institutions     18,027       44,084       13,006       (26,057 )     (59 )     5,021       39  
    Total cash and cash equivalents     33,195       62,741       33,011       (29,546 )     (47 )     184       1  
    Certificates of deposit at other financial institutions     248       1,234       12,707       (986 )     (80 )     (12,459 )     (98 )
    Securities available-for-sale, at fair value     302,692       291,133       221,182       11,559       4       81,510       37  
    Securities held-to-maturity, net     31,562       10,434       8,455       21,128       202       23,107       273  
    Loans held for sale, at fair value     53,630       31,038       53,811       22,592       73       (181 )     —  
    Loans receivable, net     2,582,272       2,501,117       2,457,184       81,155       3       125,088       5  
    Accrued interest receivable     14,270       14,406       13,792       (136 )     (1 )     478       3  
    Premises and equipment, net     30,098       29,451       29,999       647       2       99       —  
    Operating lease right-of-use     7,969       4,979       5,784       2,990       60       2,185       38  
    Federal Home Loan Bank stock, at cost     11,579       5,256       10,322       6,323       120       1,257       12  
    Deferred tax asset, net     7,782       7,009       4,590       773       11       3,192       70  
    Bank owned life insurance (“BOLI”), net     38,262       38,778       38,201       (516 )     (1 )     61       —  
    MSRs, held at the lower of cost or fair value     8,652       8,926       9,352       (274 )     (3 )     (700 )     (7 )
    Goodwill     3,592       3,592       3,592       —       —       —       —  
    Core deposit intangible, net     12,071       12,879       15,483       (808 )     (6 )     (3,412 )     (22 )
    Other assets     38,139       43,105       23,912       (4,966 )     (12 )     14,227       59  
    TOTAL ASSETS   $ 3,176,013     $ 3,066,078     $ 2,941,377     $ 109,935       4 %   $ 234,636       8 %
                                                             

    The increase in total assets reflects the Company’s continued focus on balance sheet growth through loan origination and selective investment activity, funded by a combination of on-balance sheet liquidity and borrowings.

                                                                Prior  
    LOAN PORTFOLIO                                                   Linked     Year  
    (Dollars in thousands)                                                   Quarter     Quarter  
    COMMERCIAL REAL ESTATE   June 30, 2025     March 31, 2025     June 30, 2024     $     $  
    (“CRE”) LOANS   Amount     Percent     Amount     Percent     Amount     Percent     Change     Change  
    CRE owner occupied   $ 180,250       6.8 %   $ 164,911       6.5 %   $ 177,723       7.1 %   $ 15,339     $ 2,527  
    CRE non-owner occupied     171,979       6.6       174,188       6.9       181,681       7.3       (2,209 )     (9,702 )
    Commercial and speculative construction and development     300,723       11.5       288,978       11.4       220,793       8.9       11,745       79,930  
    Multi-family     263,185       10.1       244,940       9.7       239,675       9.6       18,245       23,510  
    Total CRE loans     916,137       35.0       873,017       34.5       819,872       32.9       43,120       96,265  
                                                                     
    RESIDENTIAL REAL ESTATE LOANS                                                                
    One-to-four-family (excludes HFS)     639,881       24.4       637,299       25.2       588,966       23.7       2,582       50,915  
    Home equity     85,613       3.3       73,846       2.9       73,749       3.0       11,767       11,864  
    Residential custom construction     54,024       2.1       48,810       1.9       53,416       2.1       5,214       608  
    Total residential real estate loans     779,518       29.8       759,955       30.0       716,131       28.8       19,563       63,387  
                                                                     
    CONSUMER LOANS                                                                
    Indirect home improvement     530,375       20.3       532,038       21.0       563,621       22.6       (1,663 )     (33,246 )
    Marine     72,765       2.8       73,737       2.9       74,627       3.0       (972 )     (1,862 )
    Other consumer     3,151       0.1       3,118       0.1       3,440       0.1       33       (289 )
    Total consumer loans     606,291       23.2       608,893       24.0       641,688       25.7       (2,602 )     (35,397 )
                                                                     
    COMMERCIAL BUSINESS LOANS                                                                
    Commercial and industrial (“C&I”)     294,563       11.3       274,956       10.9       285,183       11.6       19,607       9,380  
    Warehouse lending     17,952       0.7       15,949       0.6       25,548       1.0       2,003       (7,596 )
    Total commercial business loans     312,515       12.0       290,905       11.5       310,731       12.6       21,610       1,784  
    Total loans receivable, gross     2,614,461       100.0 %     2,532,770       100.0 %     2,488,422       100.0 %     81,691       126,039  
                                                                     
    Allowance for credit losses on loans     (32,189 )             (31,653 )             (31,238 )             (536 )     (951 )
    Total loans receivable, net   $ 2,582,272             $ 2,501,117             $ 2,457,184             $ 81,155     $ 125,088  
                                                                     

    The composition of CRE loans at the dates indicated were as follows:

    (Dollars in thousands)   June 30, 2025     March 31, 2025     June 30, 2024  
    CRE by Type:   Amount     Amount     Amount  
    CRE non-owner occupied:                        
    Office   $ 39,141     $ 39,406     $ 41,380  
    Retail     38,652       35,520       37,507  
    Hospitality/restaurant     26,489       27,377       28,314  
    Self-storage     19,075       19,092       19,141  
    Mixed use     18,387       18,868       18,062  
    Industrial     14,444       15,033       17,163  
    Senior housing/assisted living     7,448       7,506       7,675  
    Other     3,670       6,579       6,847  
    Land     2,206       2,314       3,021  
    Education/worship     2,467       2,493       2,571  
    Total CRE non-owner occupied     171,979       174,188       181,681  
    CRE owner occupied:                        
    Industrial     77,419       66,618       63,970  
    Office     40,156       40,447       41,978  
    Retail     19,470       20,535       20,885  
    Other     9,483       8,529       8,354  
    Hospitality/restaurant     7,230       7,306       10,800  
    Automobile related     7,215       7,266       8,200  
    Mixed use     5,548       5,579       5,680  
    Agriculture     4,652       3,990       3,639  
    Education/worship     4,630       4,641       4,610  
    Car wash     4,447       —       9,607  
    Total CRE owner occupied     180,250       164,911       177,723  
    Total   $ 352,229     $ 339,099     $ 359,404  
                             

    The following table includes CRE loans repricing or maturing within the next two years, excluding loans that reprice simultaneously with changes to the prime rate:

                                                              Current
    (Dollars in                                                         Weighted
    thousands)   For the Quarter Ended       Average
    CRE by type:   Sep 30, 2025   Dec 31, 2025   Mar 31, 2026   Jun 30, 2026   Sep 30, 2026   Dec 31, 2026   Mar 31, 2027   Jun 30, 2027   Total   Rate
    Agriculture   $ 716   $ 314   $ 178   $ 265   $ 287   $ —   $ —   $ —   $ 1,760   6.28 %
    Apartment     —     13,679     1,128     13,788     9,747     7,062     4,117     —     49,521   4.96 %
    Hotel / hospitality     2,393     —     113     1,243     —     —     103     —     3,852   5.26 %
    Industrial     —     10,002     976     586     1,578     —     13,412     263     26,817   5.12 %
    Mixed use     241     —     7,101     —     —     379     —     —     7,721   8.14 %
    Office     15,015     6,055     515     1,629     554     7,695     2,857     1,213     35,533   5.50 %
    Other     1,921     240     884     —     —     1,485     —     3,515     8,045   4.80 %
    Retail     1,020     —     421     3,448     —     3,399     3,027     2,801     14,116   4.26 %
    Education/worship     1,314     —     —     —     2,467     —     —     —     3,781   5.18 %
    Senior housing and assisted living     —     —     2,142     —     —     —     —     1,372     3,514   4.76 %
    Total   $ 22,620   $ 30,290   $ 13,458   $ 20,959   $ 14,633   $ 20,020   $ 23,516   $ 9,164   $ 154,660   5.22 %
                                                                 

    The composition of construction loans at the dates indicated were as follows:

    (Dollars in thousands)   June 30, 2025     March 31, 2025     June 30, 2024  
    Construction Types:   Amount     Percent     Amount     Percent     Amount     Percent  
    Commercial construction – retail   $ 8,447       2.4 %   $ 8,157       2.4 %   $ 8,698       3.2 %
    Commercial construction – office     9,083       2.6       6,487       1.9       4,737       1.7  
    Commercial construction – self storage     16,553       4.7       16,012       4.7       10,000       3.6  
    Commercial construction – hotel     3,673       1.0       402       0.1       7,807       2.8  
    Multi-family     23,119       6.5       31,275       9.3       30,960       11.3  
    Custom construction – single family residential and single family manufactured residential     45,570       12.8       41,143       12.2       46,106       16.8  
    Custom construction – land, lot and acquisition and development     8,454       2.4       7,667       2.3       7,310       2.7  
    Speculative residential construction – vertical     200,375       56.5       186,042       55.1       131,294       47.9  
    Speculative residential construction – land, lot and acquisition and development     39,473       11.1       40,603       12.0       27,297       10.0  
    Total   $ 354,747       100.0 %   $ 337,788       100.0 %   $ 274,209       100.0 %
                                                     

    Originations of one-to-four-family loans to purchase and refinance a home for the periods indicated were as follows:

    (Dollars in                                                 Prior Year  
    thousands)   For the Three Months Ended     Linked Quarter   Quarter  
        June 30, 2025     March 31, 2025     June 30, 2024     $   %   $     %  
        Amount   Percent     Amount   Percent     Amount   Percent     Change   Change   Change     Change  
    Purchase   $ 170,854   85.7 %   $ 120,719   83.0 %   $ 193,715   92.3 %   $ 50,135   41.5   $ (22,861 )   (11.8 )%
    Refinance     28,470   14.3       24,677   17.0       16,173   7.7       3,793   15.4     12,297     76.0 %
    Total   $ 199,324   100.0 %   $ 145,396   100.0 %   $ 209,888   100.0 %   $ 53,928   37.1   $ (10,564 )   (5.0 )%
    (Dollars in thousands)   For the Six Months Ended June 30,            
        2025     2024            
        Amount   Percent     Amount   Percent     $ Change   % Change  
    Purchase   $ 290,737   84.3 %   $ 329,292   90.5 %   $ (38,555 )   (11.7 ) %
    Refinance     53,983   15.7       34,545   9.5       19,438     56.3   %
    Total   $ 344,720   100.0 %   $ 363,837   100.0 %   $ (19,117 )   (5.3 ) %
                                             

    During the quarter ended June 30, 2025, the Company sold $127.1 million of one-to-four-family loans compared to $91.9 million during the previous quarter and $164.5 million during the same quarter one year ago. The increase in the volume of loans sold during the current quarter compared to the prior quarter was primarily due to seasonal factors, including the spring homebuying season. This increased demand for homes generally results in a higher volume of loan originations and, consequently, more loans available for sale. Gross margins on home loan sales decreased to 3.06% for the quarter ended June 30, 2025, compared to 3.26% in the previous quarter and increased from 2.96% in the same quarter one year ago. Gross margins are defined as the margin on loans sold (cash sales) without the impact of deferred costs.

    Liabilities and Equity Summary

    The following table summarizes the components and changes in deposits, borrowings, equity, and book value per common share at the dates indicated.

    (Dollars in thousands)                                                   Linked     Prior Year  
    Deposits   June 30, 2025     March 31, 2025     June 30, 2024     Quarter     Quarter  
    Transactional deposits:   Amount     Percent     Amount     Percent     Amount     Percent     $ Change     $ Change  
    Noninterest-bearing checking   $ 643,573       25.2 %   $ 659,417       25.2 %   $ 613,137       25.7 %   $ (15,844 )   $ 30,436  
    Interest-bearing checking:                                                                
    Retail deposits     181,240       7.1       171,396       6.6       166,839       7.0       9,844       14,401  
    Brokered deposits     30,020       1.2       30,073       1.1       —       —       (53 )     30,020  
    Total interest-bearing checking     211,260       8.3       201,469       7.7       166,839       7.0       9,791       44,421  
    Escrow accounts related to mortgages serviced(1)     10,496       0.4       17,289       0.7       10,212       0.4       (6,793 )     284  
    Subtotal     865,329       33.9       878,175       33.6       790,188       33.1       (12,846 )     75,141  
    Savings and money market:                                                                
    Savings     159,601       6.3       160,332       6.1       151,398       6.4       (731 )     8,203  
    Money market:                                                                
    Retail deposits     350,548       13.6       343,098       13.1       339,946       14.2       7,450       10,602  
    Brokered deposits     251       0.1       251       —       4,049       0.2       —       (3,798 )
    Total money market     350,799       13.7       343,349       13.1       343,995       14.4       7,450       6,804  
    Subtotal     510,400       20.0       503,681       19.2       495,393       20.8       6,719       15,007  
    Certificates of deposit:                                                                
    Retail CDs     891,355       34.9       881,630       33.7       823,866       34.6       9,725       67,489  
    Nonretail CDs:                                                                
    Online CDs     3,423       0.1       9,354       0.4       9,354       0.4       (5,931 )     (5,931 )
    Public CDs     2,114       0.1       2,440       0.1       2,983       0.1       (326 )     (869 )
    Brokered CDs     280,754       11.0       339,871       13.0       261,019       11.0       (59,117 )     19,735  
    Total nonretail CDs     286,291       11.2       351,665       13.5       273,356       11.5       (65,374 )     12,935  
    Subtotal     1,177,646       46.1       1,233,295       47.2       1,097,222       46.1       (55,649 )     80,424  
    Total deposits   $ 2,553,375       100.0 %   $ 2,615,151       100.0 %   $ 2,382,803       100.0 %   $ (61,776 )   $ 170,572  
    Borrowings(2)   $ 234,305             $ 68,805             $ 181,895             $ 165,500     $ 52,410  
    Equity   $ 297,203             $ 298,840             $ 284,026             $ (1,637 )   $ 13,177  
    Book value per common share   $ 39.55             $ 39.12             $ 37.15             $ 0.43     $ 2.40  

    __________________________

    (1)   Primarily noninterest-bearing accounts based on applicable state law.
    (2)   Comprised of FHLB advances and Federal Reserve Bank borrowings.
         

    At June 30, 2025, the Bank had uninsured deposits of approximately $677.2 million, compared to approximately $679.4 million at March 31, 2025, and $586.6 million at June 30, 2024.  The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank’s regulatory reporting requirements.

    In reference to the table above, the linked quarter decrease in stockholders’ equity at June 30, 2025, compared to March 31, 2025, was primarily due to share repurchases of $5.1 million, cash dividends paid of $2.1 million, and $525,000 in equity award compensation, partially offset by net income of $7.7 million. Stockholders’ equity was also impacted by a decline in unrealized fair value on securities available for sale of $1.2 million, net of tax, and fair value and cash flow hedges of $1.6 million, net of tax, reflecting changes in market interest rates during the quarter, resulting in a $2.8 million decrease in accumulated other comprehensive loss, net of tax.

    The Bank is considered “well capitalized” under the capital requirement established by the Federal Deposit Insurance Corporation (“FDIC”) and the Company exceeded all regulatory capital requirements. At June 30, 2025, capital ratios presented for the Bank and the Company were as follows:

        At June 30, 2025
        Bank   Company
    Total risk-based capital (to risk-weighted assets)   14.07 %   14.16 %
    Tier 1 leverage capital (to average assets)   11.18 %   9.65 %
    CET 1 capital (to risk-weighted assets)   12.82 %   11.07 %
                 

    Credit Quality

    The following table summarizes the changes in the ACL on loans, nonperforming loans, and substandard loans at the dates indicated.

    ACL ON LOANS   June 30,     March 31,     June 30,     Linked     Prior Year  
    (Dollars in thousands)   2025     2025     2024     Quarter     Quarter  
        Amount     Amount     Amount     $ Change     $ Change  
    Beginning ACL balance   $ (31,653 )   $ (31,870 )   $ (31,479 )   $ 217     $ (174 )
    Provision     (1,715 )     (1,505 )     (1,001 )     (210 )     (714 )
    Charge-offs                                        
    Indirect     1,555       1,579       825       (24 )     730  
    Marine     43       20       157       23       (114 )
    Other     42       37       33       5       9  
    Commercial business     —       433       733       (433 )     (733 )
    Subtotal     1,640       2,069       1,748       (429 )     (108 )
    Recoveries                                        
    Indirect     (330 )     (340 )     (307 )     10       (23 )
    Marine     (54 )     (3 )     (110 )     (51 )     56  
    Other     (7 )     (4 )     (4 )     (3 )     (3 )
    Commercial business     (70 )     —       (85 )     (70 )     15  
    Subtotal     (461 )     (347 )     (506 )     (114 )     45  
    Ending ACL balance   $ (32,189 )   $ (31,653 )   $ (31,238 )   $ (536 )   $ (951 )
    NONPERFORMING LOANS   June 30,   March 31,   June 30,   Linked   Prior Year
    (Dollars in thousands)   2025   2025   2024   Quarter   Quarter
    CRE LOANS   Amount   Amount   Amount   $ Change   $ Change
    CRE   $ 2,046   $ 1,196   $ 1,116   $ 850     $ 930  
    Commercial and speculative construction and development     9,083     6,487     4,737     2,596       4,346  
    Total CRE loans     11,129     7,683     5,853     3,446       5,276  
                                   
    RESIDENTIAL REAL ESTATE LOANS                              
    One-to-four-family (excludes HFS)     1,809     1,134     170     675       1,639  
    Home equity     251     252     156     (1 )     95  
    Total residential real estate loans     2,060     1,386     326     674       1,734  
                                   
    CONSUMER LOANS                              
    Indirect home improvement     3,365     2,821     2,319     544       1,046  
    Marine     567     648     327     (81 )     240  
    Other consumer     13     1     6     12       7  
    Total consumer loans     3,945     3,470     2,652     475       1,293  
                                   
    COMMERCIAL BUSINESS LOANS                              
    C&I     1,862     1,932     2,575     (70 )     (713 )
    Total nonperforming loans   $ 18,996   $ 14,471   $ 11,406   $ 4,525     $ 7,590  
                                       

    The increase in nonaccrual loans during the period was partly driven by a single commercial construction loan, which remains in active development. Ongoing construction disbursements on this loan contributed to a $2.6 million increase from the prior quarter and a $4.3 million increase compared to the same period last year. Increases in consumer loan delinquencies also contributed to the overall rise in nonaccrual loans between the periods. 

    CRITICIZED LOANS   June 30,   March 31,   June 30,   Linked   Prior Year
    (Dollars in thousands)   2025   2025   2024   Quarter   Quarter
    CRE LOANS   Amount   Amount   Amount   $ Change   $ Change
    CRE   $ 2,046   $ 2,040   $ 3,926   $ 6     $ (1,880 )
    Commercial and speculative construction and development     9,083     6,487     4,737     2,596       4,346  
    Total CRE loans     11,129     8,527     8,663     2,602       2,466  
                                   
    RESIDENTIAL REAL ESTATE LOANS                              
    One-to-four-family (excludes HFS)     4,383     3,728     2,854     655       1,529  
    Home equity     251     252     156     (1 )     95  
    Total residential real estate loans     4,634     3,980     3,010     654       1,624  
                                   
    CONSUMER LOANS                              
    Indirect home improvement     3,365     2,821     2,319     544       1,046  
    Marine     567     649     327     (82 )     240  
    Other consumer     13     1     6     12       7  
    Total consumer loans     3,945     3,471     2,652     474       1,293  
                                   
    COMMERCIAL BUSINESS LOANS                              
    C&I     5,220     7,524     9,954     (2,304 )     (4,734 )
    Total criticized loans   $ 24,928   $ 23,502   $ 24,279   $ 1,426     $ 649  
                                       

    Operating Results

    Net interest income increased $1.7 million to $32.1 million for the three months ended June 30, 2025, from $30.4 million for the three months ended June 30, 2024, primarily due to an increase in total interest income of $2.8 million, partially offset by an increase in interest expense of $1.1 million. The $2.8 million increase in total interest income was primarily due to an increase of $2.6 million in interest income on loans receivable, including fees, primarily as a result of net loan growth. The $1.1 million increase in total interest expense was primarily the result of higher average balances of deposits and borrowings to fund asset growth.

    For the six months ended June 30, 2025, net interest income increased $2.3 million to $63.1 million, from $60.7 million for the six months ended June 30, 2024, with a $4.7 million increase in total interest income, partially offset by a $2.3 million increase in interest expense for the same reasons mentioned above. 

    NIM (annualized) increased one basis point to 4.30% for the three months ended June 30, 2025, from 4.29% for the same period in the prior year and increased four basis points from 4.27% to 4.31% for the six months ended June 30, 2025. The change in NIM for the three and six months ended June 30, 2025, compared to the same period in 2024, reflects the increased yields on interest-earning assets, as a result of loan growth and repricing activity. The improvement also reflects a favorable shift in the asset mix and disciplined management of deposit and funding costs. 

    The average total cost of funds, including noninterest-bearing checking, increased one basis point to 2.39% for the three months ended June 30, 2025, from 2.38% for the three months ended June 30, 2024. This increase was predominantly due to higher average balances in borrowings. The average cost of funds increased eight basis points to 2.38% for the six months ended June 30, 2025, from 2.30% for the six months ended June 30, 2024, primarily for the same reason noted above as well as growth in the deposit mix from the prior year. 

    For the three and six months ended June 30, 2025, the provision for credit losses on loans was $2.0 million and $3.6 million, compared to $1.1 million and $2.5 million for the three and six months ended June 30, 2024, respectively. The provision for credit losses on loans reflects net loan growth and an increase in net charge-off activity.

    During the three months ended June 30, 2025, net charge-offs decreased $63,000 to $1.2 million, compared to the same period the prior year. During the six months ended June 30, 2025, net charge-offs increased $184,000, to $2.9 million, compared to $2.7 million during the six months ended June 30, 2024. The increase was primarily due to a $1.2 million increase in net charge-offs on indirect home improvement loans, partially offset by a $693,000 decrease in net charge-offs on commercial business loans and a $271,000 decrease in net charge-offs on marine loans. Management attributes the increase in net charge-offs for the current six month period to continued volatile economic conditions.

    Total noninterest income decreased $698,000 to $5.2 million for the three months ended June 30, 2025, from $5.9 million for the three months ended June 30, 2024. The decrease primarily reflects a $491,000 decrease in gain on sale of loans, primarily due to a decrease of loans available for sale, a $156,000 decrease in service charges and fee income and a $151,000 decrease in gain on sale of investment securities due to no sales activity in the current quarter compared to the same period last year. Total noninterest income decreased $683,000, to $10.3 million, for the six months ended June 30, 2025, from $11.0 million for the six months ended June 30, 2024. This decrease was primarily the result of a $629,000 decrease in gain on sale of loans, a $464,000 decrease in service charges and fee income, and a net decrease of $368,000 from no activity in gain on sales of MSRs and loss on sale of investment securities compared to an $8.2 million net gain on sale of MSRs, offset by the $7.8 million loss on sale of investment securities that occurred in the first half of 2024. These decreases in total noninterest income were partially offset by a $755,000 increase in other noninterest income as result of sales of nonmarketable equity securities at a $312,000 gain, bank owned life insurance proceeds of $195,000, and a $101,000 increase in brokered loans fees.

    Total noninterest expense was $25.5 million for the three months ended June 30, 2025, compared to $23.9 million for the three months ended June 30, 2024.  The $1.6 million increase was primarily due to a $710,000 increase in salaries and benefits, primarily due to competitive wage adjustments, a $305,000 increase in operations expense, and a $267,000 increase in professional and board fees.  Total noninterest expense increased $3.2 million to $50.6 million for the six months ended June 30, 2025, compared to $47.4 million for the six months ended June 30, 2024. Increases during the six month period ended June 30, 2025, compared to the same period last year included $1.7 million in salaries and benefits, $742,000 in operations expense, and $531,000 in professional and board fees.

    About FS Bancorp

    FS Bancorp, Inc., a Washington corporation, is the holding company for 1st Security Bank of Washington. The Bank offers a range of loan and deposit services primarily to small- and middle-market businesses and individuals in Washington and Oregon.  It operates through 27 bank branches, one headquarters office that provides loans and deposit services, and loan production offices in various suburban communities in the greater Puget Sound area, the Kennewick-Pasco-Richland metropolitan area of Washington, also known as the Tri-Cities, and in Vancouver, Washington. Additionally, the Bank services home mortgage customers across the Northwest, focusing on markets in Washington State including the Puget Sound, Tri-Cities, and Vancouver.

    Forward-Looking Statements

    When used in this press release and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts but instead represent management’s current expectations and forecasts regarding future events, many of which are inherently uncertain and outside of our control. Actual results may differ, possibly materially from those currently expected or projected in these forward-looking statements. Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements, include but are not limited to, the following: adverse impacts to economic conditions in the Company’s local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of employment levels; labor shortages, the effects of inflation, recessionary pressures or slowing economic growth; changes in interest rates and the duration of such changes, including actions by the Federal Reserve, which could adversely affect our revenues and expenses, the values of our assets and obligations, and the availability and cost of capital and liquidity; the impact of inflation and monetary and fiscal policy responses thereto and their impact on consumer and business behavior; geopolitical developments and international conflicts including but not limited to tensions or instability in Eastern Europe, the Middle east, and Asia, or the imposition of new or increased tariffs and trade restrictions, which may disrupt financial markets, global supply chains, energy prices, or economic activity in specific industry sectors; the effects of a federal government shutdown, debt ceiling standoff, or other fiscal policy uncertainty; increased competitive pressures, including repricing and competitors’ pricing initiatives, and their impact on our market position, loan, and deposit products; adverse changes in the securities markets, the Company’s ability to execute its plans to grow its residential construction lending, mortgage banking, and warehouse lending operations, and the geographic expansion of its indirect home improvement lending; challenges arising from expanding into new geographic markets, products, or services; secondary market conditions for loans and the Company’s ability to originate loans for sale and sell loans in the secondary market; volatility in the mortgage industry; fluctuations in deposits; liquidity issues, including our ability to borrow funds or raise additional capital, if necessary; the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; the ability to adapt to rapid technological changes, including advancements in artificial intelligence, digital banking, and cybersecurity; legislation or regulatory changes, including but not limited to shifts in capital requirements, banking regulation, tax laws, or consumer protection laws; vulnerabilities  in information systems or third-party service providers, including disruptions, breaches, or attacks; environmental, social and governance goals; the effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, domestic political unrest and other external events on our business; and other factors described in the Company’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other reports filed with or furnished to the SEC which are available on its website at www.fsbwa.com and on the SEC’s website at www.sec.gov.

    Any of the forward-looking statements that the Company makes in this press release and in the other public statements are based upon management’s beliefs and assumptions at the time they are made and may turn out to be incorrect because of the inaccurate assumptions the Company might make, because of the factors illustrated above or because of other factors that cannot be foreseen by the Company. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. The Company does not undertake and specifically disclaims any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

     
    FS BANCORP, INC. AND SUBSIDIARY
    CONSOLIDATED BALANCE SHEETS
    (Dollars in thousands) (Unaudited)
                                         
                                Linked     Prior Year  
        June 30,     March 31,     June 30,     Quarter     Quarter  
    ASSETS   2025     2025     2024     % Change     % Change  
    Cash and due from banks   $ 15,168     $ 18,657     $ 20,005       (19 )     (24 )
    Interest-bearing deposits at other financial institutions     18,027       44,084       13,006       (59 )     39  
    Total cash and cash equivalents     33,195       62,741       33,011       (47 )     1  
    Certificates of deposit at other financial institutions     248       1,234       12,707       (80 )     (98 )
    Securities available-for-sale, at fair value     302,692       291,133       221,182       4       37  
    Securities held-to-maturity, net     31,562       10,434       8,455       202       273  
    Loans held for sale, at fair value     53,630       31,038       53,811       73       —  
    Loans receivable, net     2,582,272       2,501,117       2,457,184       3       5  
    Accrued interest receivable     14,270       14,406       13,792       (1 )     3  
    Premises and equipment, net     30,098       29,451       29,999       2       —  
    Operating lease right-of-use     7,969       4,979       5,784       60       38  
    Federal Home Loan Bank stock, at cost     11,579       5,256       10,322       120       12  
    Deferred tax asset, net     7,782       7,009       4,590       11       70  
    Bank owned life insurance (“BOLI”), net     38,262       38,778       38,201       (1 )     —  
    MSRs, held at the lower of cost or fair value     8,652       8,926       9,352       (3 )     (7 )
    Goodwill     3,592       3,592       3,592       —       —  
    Core deposit intangible, net     12,071       12,879       15,483       (6 )     (22 )
    Other assets     38,139       43,105       23,912       (12 )     59  
    TOTAL ASSETS   $ 3,176,013     $ 3,066,078     $ 2,941,377       4       8  
    LIABILITIES                                        
    Deposits:                                        
    Noninterest-bearing accounts   $ 654,069     $ 676,706     $ 623,349       (3 )     5  
    Interest-bearing accounts     1,899,306       1,938,445       1,759,454       (2 )     8  
    Total deposits     2,553,375       2,615,151       2,382,803       (2 )     7  
    Borrowings     234,305       68,805       181,895       241       29  
    Subordinated notes:                                        
    Principal amount     50,000       50,000       50,000       —       —  
    Unamortized debt issuance costs     (373 )     (389 )     (439 )     (4 )     (15 )
    Total subordinated notes less unamortized debt issuance costs     49,627       49,611       49,561       —       —  
    Operating lease liability     8,138       5,149       5,979       58       36  
    Other liabilities     33,365       28,522       37,113       17       (10 )
    Total liabilities     2,878,810       2,767,238       2,657,351       4       8  
    COMMITMENTS AND CONTINGENCIES                                        
    STOCKHOLDERS’ EQUITY                                        
    Preferred stock, $.01 par value; 5,000,000 shares authorized; none issued or outstanding     —       —       —       —       —  
    Common stock, $.01 par value; 45,000,000 shares authorized; 7,618,543 shares issued and outstanding at June 30, 2025, 7,742,907 at March 31, 2025, and 7,742,607 at June 30, 2024     76       77       77       (1 )     (1 )
    Additional paid-in capital     48,418       52,806       55,834       (8 )     (13 )
    Retained earnings     268,509       262,945       243,651       2       10  
    Accumulated other comprehensive loss, net of tax     (19,800 )     (16,988 )     (15,536 )     17       27  
    Total stockholders’ equity     297,203       298,840       284,026       (1 )     5  
    TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   $ 3,176,013     $ 3,066,078     $ 2,941,377       4       8  
                                             
     
    FS BANCORP, INC. AND SUBSIDIARY
    CONSOLIDATED STATEMENTS OF INCOME
    (Dollars in thousands, except per share amounts) (Unaudited)
                       
        Three Months Ended     Linked     Prior Year  
        June 30,     March 31,     June 30,     Quarter     Quarter  
    INTEREST INCOME   2025     2025     2024     % Change     % Change  
    Loans receivable, including fees   $ 45,038     $ 43,303     $ 42,406       4       6  
    Interest and dividends on investment securities, cash and cash equivalents, and certificates of deposit at other financial institutions     3,665       3,485       3,534       5       4  
    Total interest and dividend income     48,703       46,788       45,940       4       6  
    INTEREST EXPENSE                                        
    Deposits     14,520       13,058       13,252       11       10  
    Borrowings     1,585       2,263       1,801       (30 )     (12 )
    Subordinated notes     486       485       486       —       —  
    Total interest expense     16,591       15,806       15,539       5       7  
    NET INTEREST INCOME     32,112       30,982       30,401       4       6  
    PROVISION FOR CREDIT LOSSES     2,021       1,592       1,077       27       88  
    NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES     30,091       29,390       29,324       2       3  
    NONINTEREST INCOME                                        
    Service charges and fee income     2,323       2,244       2,479       4       (6 )
    Gain on sale of loans     1,972       1,700       2,463       16       (20 )
    Gain on sale of investment securities, net     —       —       151       NM       NM  
    Earnings on cash surrender value of BOLI     254       250       242       2       5  
    Other noninterest income     621       932       533       (33 )     17  
    Total noninterest income     5,170       5,126       5,868       1       (12 )
    NONINTEREST EXPENSE                                        
    Salaries and benefits     14,088       14,533       13,378       (3 )     5  
    Operations     3,824       3,445       3,519       11       9  
    Occupancy     1,780       1,717       1,669       4       7  
    Data processing     2,137       2,045       2,058       4       4  
    Loan costs     719       548       653       31       10  
    Professional and board fees     1,155       1,186       888       (3 )     30  
    FDIC insurance     554       538       450       3       23  
    Marketing and advertising     398       221       377       80       6  
    Amortization of core deposit intangible     809       831       919       (3 )     (12 )
    Impairment (recovery) of servicing rights     38       (9 )     (54 )     (522 )     (170 )
    Total noninterest expense     25,502       25,055       23,857       2       7  
    INCOME BEFORE PROVISION FOR INCOME TAXES     9,759       9,461       11,335       3       (14 )
    PROVISION FOR INCOME TAXES     2,031       1,440       2,376       41       (15 )
    NET INCOME   $ 7,728     $ 8,021     $ 8,959       (4 )     (14 )
    Basic earnings per share   $ 1.00     $ 1.02     $ 1.15       (2 )     (13 )
    Diluted earnings per share   $ 0.99     $ 1.01     $ 1.13       (2 )     (12 )
                                             
     
    FS BANCORP, INC. AND SUBSIDIARY
    CONSOLIDATED STATEMENTS OF INCOME
    (Dollars in thousands, except per share amounts) (Unaudited)
                 
        Six Months Ended     Year  
        June 30,     June 30,     Over Year  
    INTEREST INCOME   2025     2024     % Change  
    Loans receivable, including fees   $ 88,340     $ 83,403       6  
    Interest and dividends on investment securities, cash and cash equivalents, and certificates of deposit at other financial institutions     7,150       7,417       (4 )
    Total interest and dividend income     95,490       90,820       5  
    INTEREST EXPENSE                        
    Deposits     27,578       26,134       6  
    Borrowings     3,848       2,968       30  
    Subordinated note     971       971       —  
    Total interest expense     32,397       30,073       8  
    NET INTEREST INCOME     63,093       60,747       4  
    PROVISION FOR CREDIT LOSSES     3,613       2,476       46  
    NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES     59,480       58,271       2  
    NONINTEREST INCOME                        
    Service charges and fee income     4,567       5,031       (9 )
    Gain on sale of loans     3,672       4,301       (15 )
    Gain on sale of MSRs     —       8,215       NM  
    Loss on sale of investment securities, net     —       (7,847 )     NM  
    Earnings on cash surrender value of BOLI     505       482       5  
    Other noninterest income     1,552       797       95  
    Total noninterest income     10,296       10,979       (6 )
    NONINTEREST EXPENSE                        
    Salaries and benefits     28,621       26,935       6  
    Operations     7,269       6,527       11  
    Occupancy     3,496       3,374       4  
    Data processing     4,182       4,016       4  
    Loan costs     1,267       1,238       2  
    Professional and board fees     2,342       1,811       29  
    FDIC insurance     1,092       982       11  
    Marketing and advertising     619       604       2  
    Amortization of core deposit intangible     1,639       1,860       (12 )
    Impairment of servicing rights     29       39       (26 )
    Total noninterest expense     50,556       47,386       7  
    INCOME BEFORE PROVISION FOR INCOME TAXES     19,220       21,864       (12 )
    PROVISION FOR INCOME TAXES     3,471       4,508       (23 )
    NET INCOME   $ 15,749     $ 17,356       (9 )
    Basic earnings per share   $ 2.02     $ 2.23       (9 )
    Diluted earnings per share   $ 1.99     $ 2.20       (10 )
                             

    KEY FINANCIAL RATIOS AND DATA (Unaudited)

        At or For the Three Months Ended  
        June 30,     March 31,     June 30,  
    PERFORMANCE RATIOS:   2025     2025     2024  
    Return on assets (ratio of net income to average total assets)(1)     0.99 %     1.07 %     1.22 %
    Return on equity (ratio of net income to average total stockholders’ equity)(1)     10.29       10.80       12.72  
    Yield on average interest-earning assets(1)     6.52       6.53       6.48  
    Average total cost of funds(1)     2.39       2.38       2.38  
    Interest rate spread information – average during period     4.13       4.15       4.10  
    Net interest margin(1)     4.30       4.32       4.29  
    Operating expense to average total assets(1)     3.28       3.35       3.26  
    Average interest-earning assets to average interest-bearing liabilities(1)     140.98       142.94       143.64  
    Efficiency ratio(2)     68.40       69.39       65.78  
    Common equity ratio (ratio of stockholders’ equity to total assets)     9.36       9.75       9.66  
    Tangible common equity ratio(3)     8.91       9.26       9.07  
        For the Six Months Ended  
        June 30,     June 30,  
    PERFORMANCE RATIOS:   2025     2024  
    Return on assets (ratio of net income to average total assets)     1.03 %     1.18 %
    Return on equity (ratio of net income to average total stockholders’ equity)     10.55       12.51  
    Yield on average interest-earning assets     6.52       6.39  
    Average total cost of funds     2.38       2.30  
    Interest rate spread information – average during period     4.14       4.09  
    Net interest margin     4.31       4.27  
    Operating expense to average total assets     3.32       3.23  
    Average interest-earning assets to average interest-bearing liabilities     141.93       144.07  
    Efficiency ratio(2)     68.89       66.07  
        June 30,     March 31,     June 30,  
    ASSET QUALITY RATIOS AND DATA:   2025     2025     2024  
    Nonperforming assets to total assets at end of period(4)     0.60 %     0.47 %     0.39 %
    Nonperforming loans to total gross loans (excluding loans HFS)(5)     0.73       0.57       0.46  
    Allowance for credit losses – loans to nonperforming loans(5)     168.89       219.08       273.95  
    Allowance for credit losses – loans to total gross loans (excluding loans HFS)     1.23       1.25       1.26  
        At or For the Three Months Ended    
        June 30,       March 31,       June 30,    
    PER COMMON SHARE DATA:   2025       2025       2024    
    Basic earnings per share   $ 1.00       $ 1.02       $ 1.15    
    Diluted earnings per share   $ 0.99       $ 1.01       $ 1.13    
    Weighted average basic shares outstanding     7,580,576         7,695,320         7,688,246    
    Weighted average diluted shares outstanding     7,698,173         7,805,728         7,796,253    
    Common shares outstanding at end of period     7,515,480   (6)     7,639,844   (7)     7,644,463   (8)
    Book value per share using common shares outstanding   $ 39.55       $ 39.12       $ 37.15    
    Tangible book value per share using common shares outstanding(9)   $ 37.46       $ 36.96       $ 34.66    

    __________________________

    (1)   Annualized.
    (2)   Total noninterest expense as a percentage of net interest income and total noninterest income.
    (3)   Represents a non-GAAP financial measure.  For a reconciliation to the most comparable GAAP financial measure, see “Non-GAAP Financial Measures” below.
    (4)   Nonperforming assets consist of nonperforming loans (which include nonaccruing loans and accruing loans more than 90 days past due), foreclosed real estate and other repossessed assets.
    (5)   Nonperforming loans consist of nonaccruing loans and accruing loans 90 days or more past due.
    (6)   Common shares were calculated using shares outstanding of 7,618,543 at June 30, 2025, less 103,063 unvested restricted stock shares.
    (7)   Common shares were calculated using shares outstanding of 7,742,907 at March 31, 2025, less 103,063 unvested restricted stock shares.
    (8)   Common shares were calculated using shares outstanding of 7,742,607 at June 30, 2024, less 98,144 unvested restricted stock shares.
    (9)   Tangible book value per share using outstanding common shares excludes intangible assets. This ratio represents a non-GAAP financial measure. See “Non-GAAP Financial Measures” below.
         
    (Dollars in thousands)   For the Three Months Ended June 30,     For the Six Months Ended June 30,     QTR Over QTR     YTD Over YTD  
    Average Balances   2025     2024     2025     2024     $ Change     $ Change  
    Assets                                                
    Loans receivable, net(1)   $ 2,612,959     $ 2,511,326     $ 2,586,598     $ 2,487,964     $ 101,633     $ 98,634  
    Securities available-for-sale, at amortized cost     332,705       283,422       321,622       307,417       49,283       14,205  
    Securities held-to-maturity     21,401       8,500       15,063       8,500       12,901       6,563  
    Interest-bearing deposits and certificates of deposit at other financial institutions     8,775       41,613       10,353       50,563       (32,838 )     (40,210 )
    FHLB stock, at cost     19,502       7,040       17,840       4,607       12,462       13,233  
    Total interest-earning assets     2,995,342       2,851,901       2,951,476       2,859,051       143,441       92,425  
    Noninterest-earning assets     121,018       95,930       123,191       94,138       25,088       29,053  
    Total assets   $ 3,116,360     $ 2,947,831     $ 3,074,667     $ 2,953,189     $ 168,529     $ 121,478  
    Liabilities                                                
    Interest-bearing deposit accounts   $ 1,924,586     $ 1,794,966     $ 1,845,534     $ 1,813,865     $ 129,620     $ 31,669  
    Borrowings     150,492       140,964       184,377       121,057       9,528       63,320  
    Subordinated notes     49,617       49,550       49,608       49,542       67       66  
    Total interest-bearing liabilities     2,124,695       1,985,480       2,079,519       1,984,464       139,215       95,055  
    Noninterest-bearing deposit accounts     657,820       637,345       660,805       647,214       20,475       13,591  
    Other noninterest-bearing liabilities     32,700       41,785       33,218       42,516       (9,085 )     (9,298 )
    Total liabilities   $ 2,815,215     $ 2,664,610     $ 2,773,542     $ 2,674,194     $ 150,605     $ 99,348  

    __________________________

    (1)   Includes loans HFS.
         

    Non-GAAP Financial Measures:

    In addition to financial results presented in accordance with generally accepted accounting principles utilized in the United States (“GAAP”), this earnings release presents non-GAAP financial measures that include tangible book value per share, and tangible common equity ratio. Management believes that providing the Company’s tangible book value per share and tangible common equity ratio is consistent with the capital treatment utilized by the investment community, which excludes intangible assets from the calculation of risk-based capital ratios and facilitates comparison of the quality and composition of the Company’s capital over time and to its competitors. Where applicable, the Company has also presented comparable GAAP information.

    These non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. They should not be considered in isolation or as a substitute for total stockholders’ equity or operating results determined in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

    Reconciliation of the GAAP book value per share and common equity ratio and the non-GAAP tangible book value per share and tangible common equity ratio is presented below.

    (Dollars in thousands, except share and per share amounts)   June 30,   March 31,   June 30,  
    Tangible Book Value Per Share:   2025   2025   2024  
    Stockholders’ equity (GAAP)   $ 297,203     $ 298,840     $ 284,026    
    Less: goodwill and core deposit intangible, net     (15,663 )     (16,471 )     (19,075 )  
    Tangible common stockholders’ equity (non-GAAP)   $ 281,540     $ 282,369     $ 264,951    
                         
    Common shares outstanding at end of period     7,515,480   (1)   7,639,844   (2)   7,644,463   (3)
                         
    Book value per share (GAAP)   $ 39.55     $ 39.12     $ 37.15    
    Tangible book value per share (non-GAAP)   $ 37.46     $ 36.96     $ 34.66    
                         
    Tangible Common Equity Ratio:                    
    Total assets (GAAP)   $ 3,176,013     $ 3,066,078     $ 2,941,377    
    Less: goodwill and core deposit intangible assets     (15,663 )     (16,471 )     (19,075 )  
    Tangible assets (non-GAAP)   $ 3,160,350     $ 3,049,607     $ 2,922,302    
                         
    Common equity ratio (GAAP)     9.36   %   9.75   %   9.66   %
    Tangible common equity ratio (non-GAAP)     8.91       9.26       9.07    

    _________________________

    (1)   Common shares were calculated using shares outstanding of 7,618,543 at June 30, 2025, less 103,063 unvested restricted stock shares.
    (2)   Common shares were calculated using shares outstanding of 7,742,907 at March 31, 2025, less 103,063 unvested restricted stock shares.
    (3)   Common shares were calculated using shares outstanding of 7,742,607 at June 30, 2024, less 98,144 unvested restricted stock shares.
         

    Contacts:
    Joseph C. Adams,
    Chief Executive Officer
    Matthew D. Mullet,
    President
    Phillip D. Whittington,
    Chief Financial Officer

    (425) 771-5299
    www.FSBWA.com

    The MIL Network –

  • MIL-OSI: First Bank Announces Second Quarter 2025 Net Income of $10.2 Million

    Source: GlobeNewswire (MIL-OSI)

    HAMILTON, N.J. , July 22, 2025 (GLOBE NEWSWIRE) — First Bank (Nasdaq Global Market: FRBA) (“the Bank”) today announced results for the second quarter of 2025. Net income for the second quarter of 2025 was $10.2 million, or $0.41 per diluted share, compared to $11.1 million, or $0.44 per diluted share, for the second quarter of 2024. Return on average assets, return on average equity and return on average tangible equityi for the second quarter of 2025 were 1.04%, 9.77% and 11.16%, respectively, compared to 1.23%, 11.52% and 13.40%, respectively, for the second quarter of 2024. 

    Second Quarter 2025 Performance Highlights:

    • Total loans of $3.33 billion at June 30, 2025 grew $91.2 million, or 11.3%, annualized, from the linked quarter ended March 31, 2025.
    • Total deposits were $3.17 billion at June 30, 2025, increasing $48.4 million, or 6.2% annualized, from the linked quarter ended March 31, 2025.
    • Net interest margin measured 3.65% for the second quarter of 2025, remaining stable compared to the first quarter of 2025.
    • Tangible book value per shareii grew to $14.87 at June 30, 2025, increasing 11.1%, annualized, from $14.47 at March 31, 2025.
    • Strong asset quality continued, with nonperforming assets decreasing to 0.40% of total assets at June 30, 2025, compared to 0.42% at March 31, 2025 and 0.56% at June 30, 2024. 

    “We are pleased to report growth in high-quality loans and deposits that continues to enhance our core earnings profile,” said Patrick L. Ryan, President and CEO of First Bank. “Our team’s robust performance in expanding commercial and industrial (“C&I”) loans and non-interest bearing deposits during the first half of 2025 demonstrates effective execution of our strategy to grow deep middle market commercial relationships. We have achieved substantial organic growth in our primary areas of focus while maintaining a stable net interest margin, solid asset quality, and an efficiency ratio that remained below 60% for the 24th consecutive quarter. These successes positioned First Bank to deliver an 11.1% annualized increase in tangible book value per share during the second quarter.”

    Mr. Ryan added, “We anticipate our pace of loan growth will likely moderate in the second half of 2025 as we continue to prioritize relationship-building and profitability over volume amid continued competition in the deposit market. With a focus on continuing to maximize our risk-adjusted returns on shareholders’ equity, we expect to realize additional benefits from the prudent management of our capital, such as the reduced debt costs afforded by our recent subordinated debt issuance, and by delivering enhanced returns to our shareholders through share buybacks. Furthermore, we remain committed to proactive investments designed to scale our business and achieve top quartile profitability relative to our peers.”

    Income Statement

    In the second quarter of 2025, the Bank’s net interest income increased to $34.0 million, growing $3.5 million, or 11.4%, compared to the same period in 2024. The increase was primarily driven by an increase of $3.6 million in interest income, reflecting higher average loan balances, which outpaced the $140,000 increase in interest expense. Net interest income increased $1.9 million, or 6.0%, over the linked quarter of 2025. This increase was primarily driven by a $3.4 million increase in interest income, primarily due to higher average loan balances and yields, partially offset by an increase of $1.5 million in interest expense, primarily resulting from higher average borrowings during the second quarter of 2025.

    The Bank’s tax equivalent net interest margin measured 3.65% for the second quarter of 2025, increasing by three basis points from 3.62% for the prior year quarter, and remaining stable as compared to the linked quarter ended March 31, 2025. The modest improvement from the prior year quarter was driven by an improved interest rate spread, reflecting declines in average rates on deposits and borrowings which outpaced the reduction in average rates on earning assets. The Bank’s net interest margin remained stable as compared to the linked quarter primarily due to a slight increase in average rates on loans and a slight decrease in average rate on deposits, offset by the increased cost on subordinated debt. The Bank’s tax equivalent net interest margin includes the impact of amortization and accretion of premiums and discounts from fair value measurements of assets acquired and liabilities assumed in acquisitions. The net impact of amortization of premiums and accretion of discounts from fair value measurements of assets acquired and liabilities assumed in acquisitions was a $2.7 million increase in net interest income during the second quarter of 2025, compared to $2.8 million for the quarter ended March 31, 2025.

    The Bank recorded a credit loss expense totaling $2.6 million during the second quarter of 2025, compared to credit loss expense totaling $1.5 million for the first quarter of 2025 and $63,000 for the second quarter of 2024. The increased credit loss expense for the second quarter of 2025 is primarily due to the Bank’s loan growth during the quarter, and to a lesser extent, slight increases in net charge-offs and specific reserves. The Bank’s credit loss expense for the second quarter of 2024 reflected the Bank’s strong and stable asset quality and modest loan growth during the quarter.

    In the second quarter of 2025, the Bank recorded non-interest income totaling $2.7 million, compared to $689,000 during the same period in 2024 and $2.0 million during the first quarter of 2025. Non-interest income increased from both periods primarily due to higher loan fee income and a $397,000 gain on the sale of a corporate facility acquired through Malvern acquisition. Additionally, during the second quarter of 2024, the Bank recorded approximately $900,000 in net realized losses on the sale of certain loans as part of its balance sheet repositioning initiatives taken following its acquisition of Malvern Bank in 2023.

    Non-interest expense for the second quarter of 2025 was $20.9 million, an increase of $2.9 million, or 16.2%, compared to $18.0 million for the prior year quarter. Higher non-interest expense was largely due to an increase of $1.1 million in salaries and employee benefits related to a larger employee base and $863,000 in one-time executive severance payments, a $429,000 increase in other expense primarily due to a settlement loss of $220,000 relating to a letter of credit commitment acquired through the Malvern Bank acquisition and other miscellaneous increases related to the Bank’s significant growth over the last twelve months, and $268,000 in higher occupancy and equipment costs due to ongoing branch network optimization initiatives and new branch locations added over the past year.

    On a linked quarter basis, non-interest expense increased $483,000 from $20.4 million for the first quarter of 2025. The linked quarter growth primarily reflects increases of $841,000 in salaries and employee benefits costs primarily related to the aforementioned executive severance payments and settlement loss during the second quarter. This was partially offset by a decrease in other real estate owned (“OREO”) expense due to an $815,000 impairment of an OREO asset recorded during the linked quarter and the subsequent $34,000 gain on the sale of that property during second quarter 2025.

    Income tax expense for the three months ended June 30, 2025 was $3.0 million with an effective tax rate of 22.9%, compared to $2.1 million with an effective tax rate of 16.2% for the second quarter of 2024. The effective tax rate for the second quarter of 2024 was lower due to the recognition of a $1.1 million tax benefit associated with the enactment of the New Jersey Corporate Transit Fee during that period and the related revaluation of the Bank’s deferred tax assets. Income tax expense for the six months ended June 30, 2025 was $5.8 million with an effective tax rate of 22.8%. We anticipate our future effective tax rate will be relatively stable and should not be significantly impacted by any recent legislative tax changes.

    On July 4, 2025, subsequent to the end of the Company’s second fiscal quarter, the one big beautiful bill (“OBBB”) was enacted into law. The legislation includes a number of significant tax-related provisions, including changes affecting corporate tax incentives, international tax provisions, and various business credits and deductions. Pursuant to ASC 740, Income Taxes, the Company will recognize the effects of the OBBB in the third fiscal quarter of 2025, the period in which the legislation was enacted. The Company is currently evaluating the potential impact of the OBBB on its financial statements and, based on its preliminary assessment, does not expect the legislation to have a material impact.

    Balance Sheet

    The Bank reported total assets of $4.02 billion as of June 30, 2025, an increase of $403.6 million, or 11.2%, from $3.62 billion at June 30, 2024. Total loans increased $329.3 million, or 11.0%, to $3.33 billion at June 30, 2025 compared to $3.00 billion at June 30, 2024. The increase reflects strong organic loan growth, particularly in the C&I and owner-occupied commercial real estate portfolios. 

    Total assets increased $239.0 million, or 6.3%, from December 31, 2024 to June 30, 2025. Total loans as of June 30, 2025 increased $183.0 million, or 5.8%, from $3.14 billion at December 31, 2024, reflecting strong organic loan growth, particularly in the C&I and owner-occupied commercial real estate portfolios. The Bank’s cash and cash equivalents increased by $73.0 million, or 26.8%, compared to December 31, 2024, as management continued to maintain adequate on-balance sheet liquidity. 

    The Bank reported total deposits of $3.17 billion as of June 30, 2025, an increase of $200.6 million, or 6.8%, from $2.97 billion at June 30, 2024. Deposit growth was primarily due to our team’s success in attracting new deposit relationships while also maintaining existing balances amid heightened industry-wide pricing competition. Total deposits as of June 30, 2025 increased by $112.3 million, or 3.7%, from $3.06 billion at December 31, 2024, due to a combination of in-market commercial and consumer balances, offset somewhat by a decline in government related deposit balances. Compared to December 31, 2024, non-interest bearing demand deposits increased by $70.9 million to comprise 18.6% of total deposits, up from 17.0%. Over the same period, interest-bearing demand deposits decreased by $75.2 million to comprise 17.5% of total deposits at June 30, 2025, down from 20.6% at December 31, 2024. Time deposits expanded by $73.4 million, or 10.3%, during the first half of 2025.

    During the six months ended June 30, 2025, stockholders’ equity increased by $13.2 million, or 3.2%, primarily due to net income, partially offset by dividends and share repurchases.

    As of June 30, 2025, the Bank continued to exceed all regulatory capital requirements to be considered well-capitalized. The tangible stockholders’ equity to tangible assets ratioiii measured 9.34% as of June 30, 2025 compared to 9.56% at December 31, 2024. The decline from December 31, 2024, was primarily due to the asset growth during the period.

    Asset Quality

    First Bank’s asset quality metrics remained favorable during the second quarter of 2025. Total nonperforming assets declined from $17.3 million at December 31, 2024 to $16.0 million at June 30, 2025, primarily due to the sale of the Bank’s OREO asset during the second quarter of 2025, partially offset by the addition of nonperforming loans. Total nonperforming loans increased from $11.7 million at December 31, 2024 to $16.0 million at June 30, 2025.

    The Bank recorded net charge-offs of $796,000 during the second quarter of 2025, compared to net recoveries of $15,000 in the first quarter of 2025 and net charge-offs of $175,000 in the second quarter of 2024. The allowance for credit losses on loans as a percentage of total loans measured 1.23% at June 30, 2025, compared to 1.21% at both March 31, 2025 and June 30, 2024.

    Liquidity and Borrowings

    Management believes the Bank’s current liquidity position, coupled with our various contingent funding sources, provides the Bank with a strong liquidity base and a diverse source of funding options. The Bank’s cash and cash equivalents increased by $56.8 million, or 19.7%, compared to March 31, 2025, ensuring adequate on-balance sheet liquidity. Borrowings increased by $44.9 million compared to March 31, 2025, as the Bank utilized Federal Home Loan Bank (“FHLB”) advances to support loan growth, while continuing to maintain adequate available borrowing capacity at the FHLB.

    Subordinated Debt Issuance

    On June 18, 2025, the Bank announced the closing of a $35.0 million private placement of fixed-to-floating rate subordinated notes with a maturity date of June 30, 2035 and a fixed rate of interest of 7.125% per annum for the first five years. Thereafter, the notes will pay interest at a floating rate, reset quarterly, equal to the then current three-month Secured Overnight Financing Rate (“SOFR”) plus 343 basis points. The notes may be redeemed at the option of the Bank, without penalty, on or after June 30, 2030. The Bank intends to use the proceeds of this issuance to redeem the Bank’s $30.0 million fixed-to-floating rate subordinated notes due June 1, 2030 (the “2020 notes”) on September 1, 2025, as well as for general corporate purposes. Previously, the 2020 notes carried a fixed rate of 5.50% per annum. On June 1, 2025, the 2020 notes began repricing quarterly at a rate equal to the current three-month term SOFR rate plus 538 basis points. The 2020 notes repriced to a rate of 9.704% per annum on June 1, 2025. The notes have been structured to qualify as Tier 2 capital for regulatory purposes.

    Cash Dividend Declared

    On July 15, 2025, the Bank’s Board of Directors declared a quarterly cash dividend of $0.06 per share to common stockholders of record at the close of business on August 8, 2025, payable on August 22, 2025.

    Share Repurchase Program

    During the second quarter of 2025 the Bank repurchased 193,185 shares of common stock at an average price of $14.71 per share, under the share repurchase program authorized in October 2024. Through June 30, 2025, 543,185 shares have been repurchased from the current share repurchase plan with a total cost of $8.0 million or $14.81 per share on average. The share repurchase program provides for the repurchase of up to 1.0 million shares of First Bank common stock with an aggregate repurchase amount of up to $16.0 million. The share repurchase program will expire on September 30, 2025.

    Conference Call and Earnings Release Supplement

    Additional details on the quarterly results and the Bank are included in the attached earnings release supplement. http://ml.globenewswire.com/Resource/Download/5917a538-bdcd-4a25-b364-99fd7d36addb

    First Bank will host its earnings call on Wednesday, July 23, 2025 at 9:00 AM Eastern Time. The direct dial toll free number for the live call is 1-800-715-9871 and the access code is 3909613. For those unable to participate in the call, a replay will be available by dialing 1-800-770-2030 (access code 3909613) from one hour after the end of the conference call until October 21, 2025. Replay information will also be available on First Bank’s website at www.firstbanknj.com under the “About Us” tab. Click on “Investor Relations” to access the replay of the conference call.

    About First Bank

    First Bank is a New Jersey state-chartered bank with 27 full-service branches in Cinnaminson, Delanco, Denville, Ewing, Fairfield, Flemington, Hamilton, Lawrence, Monroe, Morristown, Pennington, Randolph, Somerset, Summit, Trenton and Williamstown, New Jersey; Coventry, Devon, Doylestown, Lionville, Malvern, Media, Paoli, Trevose, Warminster and West Chester, Pennsylvania; and Palm Beach, Florida. With $4.02 billion in assets as of June 30, 2025, First Bank offers a full range of deposit and loan products to individuals and businesses throughout the New York City to Philadelphia corridor. First Bank’s common stock is listed on the Nasdaq Global Market under the symbol “FRBA.”

    Forward Looking Statements

    This press release contains certain forward-looking statements, either express or implied, within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information regarding First Bank’s future financial performance, business and growth strategy, projected plans and objectives, and related transactions, integration of acquired businesses, ability to recognize anticipated operational efficiencies, and other projections based on macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact economic trends, and any such variations may be material. Such forward-looking statements are based on various facts and derived utilizing important assumptions, current expectations, estimates and projections about First Bank, any of which may change over time and some of which may be beyond First Bank’s control. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. Further, certain factors that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements include, but are not limited to: whether First Bank can: successfully implement its growth strategy, including identifying acquisition targets and consummating suitable acquisitions, integrate acquired entities and realize anticipated efficiencies, sustain its internal growth rate, and provide competitive products and services that appeal to its customers and target markets; difficult market conditions and unfavorable economic trends in the United States generally, and particularly in the market areas in which First Bank operates and in which its loans are concentrated, including the effects of declines in housing market values; the impact of public health emergencies, on First Bank, its operations and its customers and employees; an increase in unemployment levels and slowdowns in economic growth; First Bank’s level of nonperforming assets and the costs associated with resolving any problem loans including litigation and other costs; changes in market interest rates may increase funding costs and reduce earning asset yields thus reducing margin; the impact of changes in interest rates and the credit quality and strength of underlying collateral and the effect of such changes on the market value of First Bank’s investment securities portfolio; the extensive federal and state regulation, supervision and examination governing almost every aspect of First Bank’s operations, including changes in regulations affecting financial institutions and expenses associated with complying with such regulations; uncertainties in tax estimates and valuations, including due to changes in state and federal tax law; First Bank’s ability to comply with applicable capital and liquidity requirements, including First Bank’s ability to generate liquidity internally or raise capital on favorable terms, including continued access to the debt and equity capital markets; and possible changes in trade, monetary and fiscal policies, laws and regulations and other activities of governments, agencies, and similar organizations. For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Forward-Looking Statements” and “Risk Factors” in First Bank’s Annual Report on Form 10-K and any updates to those risk factors set forth in First Bank’s proxy statement, subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. If one or more events related to these or other risks or uncertainties materialize, or if First Bank’s underlying assumptions prove to be incorrect, actual results may differ materially from what First Bank anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and First Bank does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. All forward-looking statements expressed or implied, included in this communication are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that First Bank or persons acting on First Bank’s behalf may issue.                                                                                                                                                  

    This press release contains “non-GAAP” financial measures, which management uses in its analysis of First Bank’s performance. Management believes these non-GAAP financial measures allow for better comparability of period to period operating performance. Additionally, First Bank believes this information is utilized by regulators and market analysts to evaluate a company’s financial condition and therefore, such information is useful to investors. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. A reconciliation of the non-GAAP measures used in this presentation to the most directly comparable GAAP measures is provided in the accompanying financial tables.

    i Return on average tangible equity is a non-GAAP financial measure and is calculated by dividing net income by average tangible equity (average equity minus average goodwill and other intangible assets). For a reconciliation of this non-GAAP financial measure, along with the other non-GAAP financial measures in this press release, to their comparable GAAP measures, see the financial reconciliations at the end of this press release.

    ii Tangible book value per share is a non-GAAP financial measure and is calculated by dividing common shares outstanding by tangible equity (equity minus goodwill and other intangible assets).  For a reconciliation of this non-GAAP financial measure, along with the other non-GAAP financial measures in this press release, to their comparable GAAP measures, see the financial reconciliations at the end of this press release.

    iii Tangible stockholders’ equity to tangible assets ratio is a non-GAAP financial measure and is calculated by dividing tangible equity (equity minus goodwill and other intangible assets) by tangible assets (total assets minus goodwill and other intangible assets). For a reconciliation of this non-GAAP financial measure, along with the other non-GAAP financial measures in this press release, to their comparable GAAP measures, see the financial reconciliations at the end of this press release.

    FIRST BANK
    CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
    (in thousands, except for share data, unaudited)
     
        June 30, 2025   December 31, 2024
    Assets            
    Cash and due from banks   $ 35,860     $ 18,252  
    Restricted cash     9,900       14,270  
    Interest bearing deposits with banks     299,131       239,392  
    Cash and cash equivalents     344,891       271,914  
    Interest bearing time deposits with banks     747       743  
    Investment securities available for sale, at fair value (amortized cost of $86,666 and $84,083, respectively)     81,891       77,413  
    Equity securities, at fair value     1,904       1,870  
    Investment securities held to maturity, net of allowance for credit losses of $203 and $206, respectively (fair value of $41,941 and $42,770, respectively)     45,749       47,123  
    Restricted investment in bank stocks     18,009       14,333  
    Other investments     13,556       11,612  
    Loans held for sale     2,127       –  
    Loans, net of deferred fees and costs     3,327,288       3,144,266  
    Less: Allowance for credit losses     (40,877)       (37,773)  
    Net loans     3,286,411       3,106,493  
    Premises and equipment, net     17,987       21,351  
    Other real estate owned, net     –       5,637  
    Accrued interest receivable     14,505       14,267  
    Bank-owned life insurance     86,980       85,553  
    Goodwill     44,166       44,166  
    Other intangible assets, net     7,860       8,827  
    Deferred income taxes, net     25,032       25,528  
    Other assets     27,520       43,516  
    Total assets   $ 4,019,335     $ 3,780,346  
                 
    Liabilities and Stockholders’ Equity            
    Liabilities:            
    Non-interest bearing deposits   $ 590,209     $ 519,320  
    Interest bearing deposits     2,578,004       2,536,576  
    Total deposits     3,168,213       3,055,896  
    Borrowings     326,802       246,933  
    Subordinated debentures     64,343       29,954  
    Accrued interest payable     4,443       3,820  
    Other liabilities     33,155       34,587  
    Total liabilities     3,596,956       3,371,190  
    Stockholders’ Equity:            
    Preferred stock, par value $2 per share; 10,000,000 shares authorized; no shares issued and outstanding     –       –  
    Common stock, par value $5 per share; 40,000,000 shares authorized; 27,630,039 shares issued and 24,905,790 shares outstanding and 27,375,439 shares issued and 25,100,829 shares outstanding, respectively     136,640       135,495  
    Additional paid-in capital     125,290       124,524  
    Retained earnings     193,395       176,779  
    Accumulated other comprehensive loss     (3,525)       (4,925)  
    Treasury stock, 2,724,249 and 2,274,610 shares, respectively     (29,421)       (22,717)  
    Total stockholders’ equity     422,379       409,156  
    Total liabilities and stockholders’ equity   $ 4,019,335     $ 3,780,346  
                     
    FIRST BANK
    CONSOLIDATED STATEMENTS OF INCOME
    (in thousands, except for share data, unaudited)
     
        Three Months Ended June 30,   Six Months Ended June 30,
        2025     2024     2025     2024  
    Interest and Dividend Income                            
    Investment securities—taxable   $ 1,246     $ 1,278     $ 2,434     $ 2,460  
    Investment securities—tax-exempt     41       36       92       74  
    Interest bearing deposits with banks, Federal funds sold and other     3,487       3,482       6,484       6,507  
    Loans, including fees     54,394       50,763       105,946       100,082  
    Total interest and dividend income     59,168       55,559       114,956       109,123  
                                 
    Interest Expense                            
    Deposits     21,276       22,386       42,120       43,172  
    Borrowings     3,256       2,193       5,668       4,309  
    Subordinated debentures     627       440       1,067       784  
    Total interest expense     25,159       25,019       48,855       48,265  
    Net interest income     34,009       30,540       66,101       60,858  
    Credit loss expense (benefit)     2,558       63       4,102       (635)  
    Net interest income after credit loss expense (benefit)     31,451       30,477       61,999       61,493  
                                 
    Non-Interest Income                            
    Service fees on deposit accounts     382       350       738       694  
    Loan fees     568       117       894       219  
    Income from bank-owned life insurance     723       609       1,516       1,394  
    Gains on sale of loans, net     75       (900)       104       (671)  
    Gains on recovery of acquired loans     100       56       124       174  
    Gain on sale of other assets     397       –       397       –  
    Other non-interest income     457       457       900       843  
    Total non-interest income     2,702       689       4,673       2,653  
                                 
    Non-Interest Expense                            
    Salaries and employee benefits     11,959       9,968       23,077       20,006  
    Occupancy and equipment     2,350       2,082       4,814       4,108  
    Legal fees     279       240       647       556  
    Other professional fees     924       929       1,650       1,685  
    Regulatory fees     684       640       1,368       1,242  
    Directors’ fees     260       270       542       512  
    Data processing     893       749       1,698       1,555  
    Marketing and advertising     503       377       902       673  
    Travel and entertainment     251       285       487       529  
    Insurance     233       251       447       495  
    Other real estate owned expense, net     69       129       989       217  
    Other expense     2,462       2,033       4,630       4,185  
    Total non-interest expense     20,867       17,953       41,251       35,763  
    Income Before Income Taxes     13,286       13,213       25,421       28,383  
    Income tax expense     3,047       2,140       5,801       4,798  
    Net Income   $ 10,239     $ 11,073     $ 19,620     $ 23,585  
                                 
    Basic earnings per common share   $ 0.41     $ 0.44     $ 0.78     $ 0.94  
    Diluted earnings per common share   $ 0.41     $ 0.44     $ 0.77     $ 0.93  
                                 
    Basic weighted average common shares outstanding     25,029,164       25,129,199       25,073,368       25,084,558  
    Diluted weighted average common shares outstanding     25,234,120       25,258,785       25,335,743       25,228,888  
    FIRST BANK
    AVERAGE BALANCE SHEETS WITH INTEREST AND AVERAGE RATES
    (dollars in thousands, unaudited)
     
        Three Months Ended June 30,
        2025     2024  
        Average         Average   Average         Average
        Balance   Interest   Rate (5)   Balance   Interest   Rate (5)
    Interest earning assets                                    
    Investment securities (1) (2)   $ 135,094     $ 1,295       3.84 %   $ 146,289     $ 1,321       3.63 %
    Loans (3)     3,296,031       54,394       6.62 %     2,997,892       50,763       6.81 %
    Interest bearing deposits with banks,                                    
    Federal funds sold and other     276,488       3,079       4.47 %     224,503       3,101       5.56 %
    Restricted investment in bank stocks     17,960       276       6.16 %     11,178       243       8.74 %
    Other investments     15,402       132       3.44 %     12,136       138       4.57 %
    Total interest earning assets (2)     3,740,975       59,176       6.34 %     3,391,998       55,566       6.59 %
    Allowance for credit losses     (39,507)                   (36,784)              
    Non-interest earning assets     251,475                   263,698              
    Total assets   $ 3,952,943                 $ 3,618,912              
                                         
    Interest bearing liabilities                                    
    Interest bearing demand deposits   $ 606,838     $ 3,701       2.45 %   $ 591,222     $ 3,813       2.59 %
    Money market deposits     1,064,363       8,917       3.36 %     1,061,593       10,559       4.00 %
    Savings deposits     140,301       694       1.98 %     158,158       619       1.57 %
    Time deposits     781,299       7,964       4.09 %     678,197       7,395       4.39 %
    Total interest bearing deposits     2,592,801       21,276       3.29 %     2,489,170       22,386       3.62 %
    Borrowings     319,494       3,256       4.09 %     171,533       2,193       5.14 %
    Subordinated debentures     34,966       627       7.17 %     29,880       440       5.89 %
    Total interest bearing liabilities     2,947,261       25,159       3.42 %     2,690,583       25,019       3.74 %
    Non-interest bearing deposits     548,279                   497,205              
    Other liabilities     36,960                   44,480              
    Stockholders’ equity     420,443                   386,644              
    Total liabilities and stockholders’ equity   $ 3,952,943                 $ 3,618,912              
    Net interest income/interest rate spread (2)           34,017       2.92 %           30,547       2.85 %
    Net interest margin (2) (4)                 3.65 %                 3.62 %
    Tax equivalent adjustment (2)           (8)                   (7)        
    Net interest income         $ 34,009                 $ 30,540        
    (1) Average balance of investment securities available for sale is based on amortized cost.
    (2) Interest and average rates are presented on a tax equivalent basis using a federal income tax rate of 21%.
    (3) Average balances of loans include loans on nonaccrual status.
    (4) Net interest income divided by average total interest earning assets.
    (5) Annualized.
    FIRST BANK
    AVERAGE BALANCE SHEETS WITH INTEREST AND AVERAGE RATES
    (dollars in thousands, unaudited)
     
        Six Months Ended June 30,
        2025     2024  
        Average         Average   Average         Average
        Balance   Interest   Rate (5)   Balance   Interest   Rate (5)
    Interest earning assets                                    
    Investment securities(1) (2)   $ 134,686     $ 2,545       3.81 %   $ 146,719     $ 2,549       3.49 %
    Loans(3)     3,233,747       105,946       6.61 %     2,988,707       100,082       6.73 %
    Interest bearing deposits with banks,                                    
    Federal funds sold and other     255,378       5,654       4.46 %     213,831       5,811       5.46 %
    Restricted investment in bank stocks     16,059       576       7.23 %     10,800       442       8.23 %
    Other investments     14,731       254       3.48 %     12,003       254       4.26 %
    Total interest earning assets(2)     3,654,601       114,975       6.34 %     3,372,060       109,138       6.51 %
    Allowance for credit losses     (38,847)                   (37,196)              
    Non-interest earning assets     256,261                   262,465              
    Total assets   $ 3,872,015                 $ 3,597,329              
                                     
    Interest bearing liabilities                                    
    Interest bearing demand deposits   $ 625,682     $ 7,728       2.49 %   $ 605,081     $ 7,479       2.49 %
    Money market deposits     1,054,742       17,548       3.36 %     1,038,250       20,348       3.94 %
    Savings deposits     141,395       1,344       1.92 %     160,135       1,193       1.50 %
    Time deposits     749,765       15,500       4.17 %     674,872       14,152       4.22 %
    Total interest bearing deposits     2,571,584       42,120       3.30 %     2,478,338       43,172       3.50 %
    Borrowings     277,245       5,668       4.12 %     169,337       4,309       5.12 %
    Subordinated debentures     32,478       1,067       6.57 %     36,175       784       4.33 %
    Total interest bearing liabilities     2,881,307       48,855       3.42 %     2,683,850       48,265       3.62 %
    Non-interest bearing deposits     534,877                   489,353              
    Other liabilities     38,755                   42,534              
    Stockholders’ equity     417,076                   381,592              
    Total liabilities and stockholders’ equity   $ 3,872,015                 $ 3,597,329              
    Net interest income/interest rate spread(2)           66,120       2.92 %           60,873       2.89 %
    Net interest margin(2) (4)                 3.65 %                 3.63 %
    Tax equivalent adjustment(2)           (19)                   (15)        
    Net interest income         $ 66,101                 $ 60,858        

    (1) Average balance of investment securities available for sale is based on amortized cost.
    (2) Interest and average rates are presented on a tax equivalent basis using a federal income tax rate of 21%.
    (3) Average balances of loans include loans on nonaccrual status.
    (4) Net interest income divided by average total interest earning assets.
    (5) Annualized.

    FIRST BANK
    QUARTERLY FINANCIAL HIGHLIGHTS
    (in thousands, except for share and employee data, unaudited)
     
        As of or For the Quarter Ended
        6/30/2025   3/31/2025   12/31/2024   9/30/2024   6/30/2024
    EARNINGS                              
    Net interest income   $ 34,009     $ 32,092     $ 31,594     $ 30,094     $ 30,540  
    Credit loss expense     2,558       1,544       234       1,579       63  
    Non-interest income     2,702       1,971       2,176       2,479       689  
    Non-interest expense     20,867       20,384       19,124       18,644       17,953  
    Income tax expense     3,047       2,754       3,915       4,188       2,140  
    Net income     10,239       9,381       10,497       8,162       11,073  
                                   
    PERFORMANCE RATIOS                              
    Return on average assets(1)     1.04%       1.00%       1.10%       0.88%       1.23%  
    Return on average equity(1)     9.77%       9.20%       10.27%       8.15%       11.52%  
    Return on average tangible equity(1) (2)     11.16%       10.54%       11.82%       9.42%       13.40%  
    Net interest margin(1) (3)     3.65%       3.65%       3.54%       3.48%       3.62%  
    Yield on loans(1)     6.62%       6.59%       6.62%       6.73%       6.81%  
    Total cost of deposits(1)     2.72%       2.75%       2.89%       3.06%       3.01%  
    Efficiency ratio(2)     56.24%       57.65%       56.98%       58.49%       55.88%  
                                   
    SHARE DATA                              
    Common shares outstanding     24,905,790       25,045,612       25,100,829       25,186,920       25,144,983  
    Basic earnings per share   $ 0.41     $ 0.37     $ 0.42     $ 0.32     $ 0.44  
    Diluted earnings per share     0.41       0.37       0.41       0.32       0.44  
    Book value per share     16.96       16.57       16.30       15.96       15.61  
    Tangible book value per share(2)     14.87       14.47       14.19       13.84       13.46  
                                   
    MARKET DATA                              
    Market value per share   $ 15.47     $ 14.81     $ 14.07     $ 15.20     $ 12.74  
    Market value / Tangible book value(2)     104.03%       102.35%       99.16%       109.83%       94.65%  
    Market capitalization   $ 385,293     $ 370,926     $ 353,169     $ 382,841     $ 320,347  
                                   
    CAPITAL & LIQUIDITY                              
    Stockholders’ equity / assets     10.51%       10.69%       10.82%       10.70%       10.86%  
    Tangible stockholders’ equity / tangible assets(2)     9.34%       9.47%       9.56%       9.41%       9.50%  
    Loans / deposits     105.02%       103.73%       102.89%       101.23%       101.02%  
                                   
    ASSET QUALITY                              
    Net charge-offs (recoveries)   $ 796     $ (15)     $ (155)     $ 386     $ 175  
    Nonperforming loans     15,978       11,584       11,677       12,014       14,227  
    Nonperforming assets     15,978       16,406       17,314       17,651       20,226  
    Net charge offs (recoveries)/ average loans(1)     0.10%       (0.00%)       (0.02%)       0.05%       0.02%  
    Nonperforming loans / total loans     0.48%       0.36%       0.37%       0.39%       0.47%  
    Nonperforming assets / total assets     0.40%       0.42%       0.46%       0.47%       0.56%  
    Allowance for credit losses on loans / total loans     1.23%       1.21%       1.20%       1.21%       1.21%  
    Allowance for credit losses on loans / nonperforming loans     255.83%       338.60%       323.48%       311.59%       254.81%  
                                   
    OTHER DATA                              
    Total assets   $ 4,019,335     $ 3,880,759     $ 3,780,346     $ 3,757,653     $ 3,615,731  
    Total loans     3,327,288       3,236,039       3,144,266       3,087,488       2,998,029  
    Total deposits     3,168,213       3,119,794       3,055,896       3,050,070       2,967,634  
    Total stockholders’ equity     422,379       414,915       409,156       402,070       392,489  
    Number of full-time equivalent employees     335       315       318       313       294  

    (1) Annualized.
    (2) Non-U.S. GAAP financial measure that we believe provides management and investors with information that is useful in understanding our financial performance and condition. See accompanying table, “Non-U.S. GAAP Financial Measures,” for calculation and reconciliation.
    (3) Tax equivalent using a federal income tax rate of 21%.

    FIRST BANK
    QUARTERLY FINANCIAL HIGHLIGHTS
    (dollars in thousands, unaudited)
     
        As of the Quarter Ended
        6/30/2025   3/31/2025   12/31/2024   9/30/2024   6/30/2024
    LOAN COMPOSITION                              
    Commercial and industrial   $ 706,849     $ 651,690     $ 576,625     $ 546,541     $ 530,996  
    Commercial real estate:                              
    Owner-occupied     707,766       694,113       671,357       688,988       647,625  
    Investor     1,192,716       1,160,549       1,181,684       1,170,508       1,143,954  
    Construction and development     161,361       200,262       205,096       193,460       190,108  
    Multi-family     309,189       308,217       287,843       267,861       270,238  
    Total commercial real estate     2,371,032       2,363,141       2,345,980       2,320,817       2,251,925  
    Residential real estate:                              
    Residential mortgage and first lien home equity loans     160,935       142,298       142,769       144,081       144,978  
    Home equity–second lien loans and revolving lines of credit     62,738       52,438       51,020       49,763       46,882  
    Total residential real estate     223,673       194,736       193,789       193,844       191,860  
    Consumer and other     29,248       29,760       31,324       29,518       26,321  
    Total loans prior to deferred loan fees and costs     3,330,802       3,239,327       3,147,718       3,090,720       3,001,102  
    Net deferred loan fees and costs     (3,514)       (3,288)       (3,452)       (3,232)       (3,073)  
    Total loans   $ 3,327,288     $ 3,236,039     $ 3,144,266     $ 3,087,488     $ 2,998,029  
                                   
    LOAN MIX                              
    Commercial and industrial     21.2%       20.1%       18.3%       17.7%       17.7%  
    Commercial real estate:                              
    Owner-occupied     21.3%       21.5%       21.4%       22.3%       22.3%  
    Investor     35.8%       35.9%       37.6%       37.9%       37.9%  
    Construction and development     4.8%       6.2%       6.5%       6.3%       6.3%  
    Multi-family     9.3%       9.5%       9.1%       8.7%       8.7%  
    Total commercial real estate     71.3%       73.1%       74.6%       75.2%       75.2%  
    Residential real estate:                              
    Residential mortgage and first lien home equity loans     4.8%       4.4%       4.6%       4.7%       4.7%  
    Home equity–second lien loans and revolving lines of credit     1.9%       1.6%       1.6%       1.6%       1.6%  
    Total residential real estate     6.7%       6.0%       6.2%       6.3%       6.3%  
    Consumer and other     0.9%       0.9%       1.0%       0.9%       0.9%  
    Net deferred loan fees and costs     (0.1%)       (0.1%)       (0.1%)       (0.1%)       (0.1%)  
    Total loans     100.0%       100.0%       100.0%       100.0%       100.0%  
                                             
    FIRST BANK
    QUARTERLY FINANCIAL HIGHLIGHTS
    (dollars in thousands, unaudited)
     
        As of the Quarter Ended
        6/30/2025   3/31/2025   12/31/2024   9/30/2024   6/30/2024
    DEPOSIT COMPOSITION                              
    Non-interest bearing demand deposits   $ 590,209     $ 535,584     $ 519,320     $ 519,079     $ 499,765  
    Interest bearing demand deposits     553,909       629,974       629,099       597,802       574,515  
    Money market and savings deposits     1,241,277       1,197,517       1,198,039       1,235,637       1,199,382  
    Time deposits     782,818       756,719       709,438       697,552       693,972  
    Total Deposits   $ 3,168,213     $ 3,119,794     $ 3,055,896     $ 3,050,070     $ 2,967,634  
                                   
    DEPOSIT MIX                              
    Non-interest bearing demand deposits     18.6%       17.2%       17.0%       17.0%       16.8%  
    Interest bearing demand deposits     17.5%       20.2%       20.6%       19.6%       19.4%  
    Money market and savings deposits     39.2%       38.4%       39.2%       40.5%       40.4%  
    Time deposits     24.7%       24.2%       23.2%       22.9%       23.4%  
    Total Deposits     100.0%       100.0%       100.0%       100.0%       100.0%  
                                             
    FIRST BANK
    NON-GAAP FINANCIAL MEASURES
    (in thousands, except for share data, unaudited)
     
        As of or For the Quarter Ended
        6/30/2025   3/31/2025   12/31/2024   9/30/2024   6/30/2024
    Return on Average Tangible Equity                              
    Net income (numerator)   $ 10,239     $ 9,381     $ 10,497     $ 8,162     $ 11,073  
                                   
    Average stockholders’ equity   $ 420,443     $ 413,672     $ 406,579     $ 398,535     $ 386,644  
    Less: Average Goodwill and other intangible assets, net     52,301       52,805       53,278       53,823       54,347  
    Average Tangible stockholders’ equity (denominator)   $ 368,142     $ 360,867     $ 353,301     $ 344,712     $ 332,297  
                                   
    Return on average tangible equity(1)     11.16%       10.54%       11.82%       9.42%       13.40%  
                                   
    Tangible Book Value Per Share                              
    Stockholders’ equity   $ 422,379     $ 414,915     $ 409,156     $ 402,070     $ 392,489  
    Less: Goodwill and other intangible assets, net     52,026       52,507       52,993       53,484       54,026  
    Tangible stockholders’ equity (numerator)   $ 370,353     $ 362,408     $ 356,163     $ 348,586     $ 338,463  
                                   
    Common shares outstanding (denominator)     24,905,790       25,045,612       25,100,829       25,186,920       25,144,983  
                                   
    Tangible book value per share   $ 14.87     $ 14.47     $ 14.19     $ 13.84     $ 13.46  
                                   
    Tangible Equity / Tangible Assets                              
    Stockholders’ equity   $ 422,379     $ 414,915     $ 409,156     $ 402,070     $ 392,489  
    Less: Goodwill and other intangible assets, net     52,026       52,507       52,993       53,484       54,026  
    Tangible stockholders’ equity (numerator)   $ 370,353     $ 362,408     $ 356,163     $ 348,586     $ 338,463  
                                   
    Total assets   $ 4,019,335     $ 3,880,759     $ 3,780,346     $ 3,757,653     $ 3,615,731  
    Less: Goodwill and other intangible assets, net     52,026       52,507       52,993       53,484       54,026  
    Tangible total assets (denominator)   $ 3,967,309     $ 3,828,252     $ 3,727,353     $ 3,704,169     $ 3,561,705  
                                   
    Tangible stockholders’ equity / tangible assets     9.34%       9.47%       9.56%       9.41%       9.50%  
                                   
    Efficiency Ratio                              
    Non-interest expense   $ 20,867     $ 20,384     $ 19,124     $ 18,644     $ 17,953  
    Less: Other real estate owned write-down     –       815       –       362       –  
    Adjusted non-interest expense (numerator)   $ 20,867     $ 19,569     $ 19,124     $ 18,282     $ 17,953  
                                   
    Net interest income   $ 34,009     $ 32,092     $ 31,594     $ 30,094     $ 30,540  
    Non-interest income     2,702       1,971       2,176       2,479       689  
    Total revenue     36,711       34,063       33,770       32,573       31,229  
    Add: Losses on sale of investment securities, net     –       –       –       555       –  
    (Subtract) Add: (Gains) losses on sale of loans, net     (75)       (29)       (38)       (135)       900  
    (Subtract): Gain on sale of other assets     (397)       –       –       –       –  
    Less: Bank Owned Life Insurance Incentive     –       (88)       (168)       (1,116)       –  
    Add: Executive Officer Severance Benefits     863       –       –       –       –  
    Adjusted total revenue (denominator)   $ 37,102     $ 33,946     $ 33,564     $ 31,877     $ 32,129  
                                   
    Efficiency ratio     56.24%       57.65%       56.98%       57.35%       55.88%  
                                   

    (1) Annualized.

    The MIL Network –

  • MIL-OSI Security: Defense News in Brief: China, Russia, Terrorist Networks Destabilizing Africa

    Source: United States Department of Defense

    Air Force Lt. Gen. Dagvin R.M. Anderson and Navy Vice Adm. Frank M. Bradley spoke about great-power rivalry and terrorism in Africa and the importance of U.S. Special Operations Command during a nomination hearing before the Senate Committee on Armed Services in Washington.

    MIL Security OSI –

  • MIL-OSI USA: Major Montana Wins Included in the FY26 Interior Appropriations Bill

    Source:

    Zinke’s requests for clean water infrastructure, ESA reform, and forest management pass full committee markup

    Washington, D.C. – Today, Western Montana Congressman and former Secretary of the Interior Ryan Zinke announced the inclusion of several key Montana priorities in the FY26 Interior, Environment, and Related Agencies Appropriations Bill. As a member of the subcommittee, Zinke has been fighting to ensure that Montanans’ voices are heard, and that critical funding and policies reflect the state’s unique needs. The FY26 Interior Appropriations Bill now heads to the House floor for a vote.

    “As a former Secretary of Interior, I’ve seen firsthand how mismanagement of our public lands from Washington can hurt our communities and how good policy can make a real difference on the ground,” said Zinke. “This bill gets us back to common sense management. It reverses years of top down bureaucratic regulation that choked our industries, hampered forest management and fire prevention, and shut off access to our lands. The infrastructure investments in this bill will go directly to our communities, funding clean water and allowing for growth. Montanans love our public lands and the outdoor experience; this bill supports multiple use and improves the quality of life for the people who live near and around those lands. It’s a science backed, community led piece of legislation, and I am proud to support it as it heads to the house floor.”

    The bill includes multiple Community Project Funding (CPF) requests from Congressman Zinke that will directly improve water infrastructure in rural communities. Community Project Funding is allocated from previously authorized grant accounts, allowing elected Members of Congress to direct grant funding would otherwise be decided by unelected officials in the federal government, without increasing spending. See all of Congressman Zinke’s FY26 CPF’s here.

    •  Granite County Clean Water Infrastructure Project – $1.75 million

    •  Alberton Clear Water Infrastructure Project – $1 million

    •  Lolo Water and Wastewater Treatment Plant Improvement Phase 1 – $1.75 million

    “I would like to thank Congressman Zinke and his team,” said Daniel Reddish, Mayor of Phillipsburg. “This reflects their total commitment to rural Montana. Promises made, promises kept! Bravo!”

    In addition to direct funding, Zinke successfully included several important policy provisions in the bill:

    •  Delisting 3 Grizzly Bear Populations – Requires the Department of the Interior to delist the recovered grizzly bear populations in the Greater Yellowstone, Northern Continental, and Bitterroot Ecosystems from the Endangered Species Act (ESA).

    •  The Cottonwood Fix – Reinstates a permanent fix to prevent litigious groups from abusing the ESA to delay or block forest management projects, a key victory for wildfire prevention and responsible land stewardship.

    •  Wolverine ESA Restriction – Prohibits funding to list the wolverine under the ESA, consistent with longstanding scientific and state management concerns.

    •  Canadian Lynx ESA Rolled Back – Blocks enforcement of ESA provisions for the Canadian lynx, allowing more flexibility in forest management and land use.

    •  Native American Ironworker Training Program – $5 million to reinstate the successful program under the Bureau of Indian Affairs (BIA), helping tribal members access skilled trades and employment opportunities.

    •  Forest Roads Access – Submits bill language to lift restrictions on construction and reconstruction of Forest Service roads to support timber harvest and firefighting operations.

    •  Good Neighbor Authority Expansion – Encourages the Forest Service to expand use of Good Neighbor Authority agreements with states and tribes to accelerate forest management and wildfire mitigation projects on federal lands.

    • Bison on Charles M. Russell (CMR) Refuge – Prohibits the introduction of bison on the CMR National Wildlife Refuge, protecting the land’s traditional multiple-use management and safeguarding ranching interests.

    “As someone who went through the Native American Ironworker Training Program , I’ve seen firsthand the impact it can have on individuals and on tribal communities,” said Tom Tanner, a graduate of the program with 32 years of experience in the ironworking trade. “This program is a smart investment in Americas future; backing the skilled workforce our country needs to rebuild roads, bridges, and energy infrastructure. It trains tribal members for careers that offer good pay, union benefits, and a path to long-term stability. This program’s inclusion in the Interior bill shows a real commitment to skilled trades and job creation and I appreciate Congressman Zinke’s work on this issue.”

    “As a retired wildlife biologist who lives within Montana’s wolverine biological range, I oppose any funding of efforts to list the wolverine under the Endangered Species Act and am glad this language is included in this year’s Interior Appropriations Bill,” said Montana State Representative Paul Fielder. “If the decision is based on wolverine biology alone, the wolverine should not qualify as either an Endangered or a Threatened species administered under the ESA.  Too often agencies use the ESA to try to carve out sub-sets of a plant or animal species home range into “distinct population segments”, “recovery zones” or some other sub-group.  The ESA refers to the Endangered Species Act, not the Endangered Distinct Population Segment Act and this language reflects that.”

    Read the full text of the bill HERE.

     

    ###

    MIL OSI USA News –

  • MIL-OSI USA: U.S. House Passes Rep. Lauren Boebert’s Bipartisan Zip Code Bill

    Source: United States House of Representatives – Representative Lauren Boebert (Colorado, 3)

    WASHINGTON, D.C.— Congresswoman Lauren Boebert (CO-04) successfully passed her bipartisan Zip Code bill, H.R. 3095, through the U.S. House of Representatives on Monday evening. The final recorded vote total was 278-121, a significant bipartisan victory for the Congresswoman and the multiple towns and communities in the 4th District included in the legislation. 

    H.R. 3095 directs the United States Postal Service to create unique zip codes for more than 65 cities, towns, and communities across the country. The bill, which includes 15 communities in Colorado and 33 cosponsors, is a reintroduction of the Congresswoman’s similar effort in the 118th Congress which passed through the U.S. House in December 2024.

    Cities and towns like Castle Pines, Lone Tree, and Severance all have their sales tax revenue, insurance rates, mail delivery rates, and response times for first responders negatively impacted by the lack of a unique zip code for their community. This legislation will address these issues and directly improve the quality of life for Coloradans and Americans living in these communities.

    “This is a tremendous, hard-fought victory for the cities, towns, and communities in Colorado’s 4th District and across our country who have called a unique zip code to improve the quality of life for our constituents,” said Congresswoman Boebert. “Zip code reform is not a partisan issue; it’s a unifying, fundamental need for the municipalities that have been denied their own zip code and have dealt with public safety issues, mail delivery problems for seniors and veterans, business permitting challenges, and the loss of revenue that leads to cutting public services. I am proud to have worked with leaders from across the aisle and across the country to get H.R. 3095 through the House; it’s time for the Senators who represent the many communities in this bill to step up and deliver this bill to President Trump’s desk.”

    “The City of Castle Pines is grateful for Congresswoman Boebert’s tireless efforts to secure a unique zip code for Castle Pines and dozens of communities across the nation,”said Castle Pines Mayor Tracy Engerman.“The passage of this bill by the House is a significant step in ensuring that residents in our communities receive their fair share of collected tax revenue and timely responses from emergency services.  The Congresswoman’s ability to work across the aisle on this bipartisan effort has been critical in moving the bill to the Senate. On behalf of the National Zip Code Advocacy Coalition, I want to thank her for her support and work on this important issue.”

    “The successful passage of Rep. Boebert’s Zip Code Bill is crucial and is the key to the success of ‘Small Town America’ in the future,”said Severance Mayor Matt Fries. “Every town in American deserves a unique zip code, especially when sales tax collection is 100% zip code identified, emergency responses is dependent on a correct zip code, and accurate insurance rates for citizens and businesses are tied to zip codes. I can’t understand why any person or organization would disagree with what this bill accomplishes. Congresswoman Boebert has fought like hell for small town America to maintain its own identity.  I call on the Senate to stand with her to get this common-sense legislation across the finish line. The citizens of Severance, Colorado deserve their own, unique zip code.”

    “The Zip Code bill is the solution to an issue that’s impacted communities like Lone Tree for far too long,” said Lone Tree Mayor Marissa Harmon. “This federal legislation is a critical step toward addressing an issue that has created unnecessary challenges for cities like Lone Tree with community identity, emergency management, public safety, business attraction and retention, insurance coverage, and mail delivery. With the passage of this legislation, we can improve service delivery, eliminate confusion, and better reflect the identity of the cities. I urge the U.S. Senate to act swiftly and support Colorado communities in doing what’s best for the people we serve.”

    BACKGROUND:

    The full text of Congresswoman Boebert’s H.R. 3095 can be read HERE. A shortened clip of the Congresswoman’s remarks from the House debate can be viewed HERE.

    The following news stories are a mixture of recent news articles and coverage on Congresswoman Boebert’s previous effort on zip codes in the 118th Congress:

    Washington Examiner: These 76 cities could receive new Zip Codes

    Fox 31: Proposed bill could give these Colorado areas a new zip code

    CBS News Colorado: New zip codes could improve Colorado towns’ income, safety

    9News: Colorado communities could receive new Zip Codes

    The Orange County Register: Could North Tustin get its own zip code? Proposed congressional effort underway to do that

    The Zip Code system was instituted in America in the 1960s. The Postal Service utilizes the zip code system to deliver mail, but it is also heavily used and relied on by economic developers, insurers and emergency personnel. 

    Communities that do not have a unique Zip Code often experience associated problems that include the loss of economic development, loss of sales tax, unjustifiably high insurance rates, tax remittance and commercial licensing issues, diminished public safety and reduced emergency response times, identity issues, and efficiency issues.

    For example, first responders often go to the wrong streets and people needing help experience delays due to Zip Code issues that would be addressed by this legislation.

    Small towns and cities can petition the Postal Service for a new Zip Code but it is rarely approved and if it is denied they cannot appeal this decision for up to 10 years. Congress has intervened on these matters and last passed a law enacting four new Zip Codes through the Post Accountability and Enhancement Act of 2006. 

    The current list of 33 cosponsors for H.R. 3095 includes Rep. Young Kim [CA-40], Rep. Brittany Pettersen [CO-07], Rep. Jason Crow [CO-06], Rep. Gabe Evans [CO-08], Rep. Joe Courtney [CT-02], Rep. Byron Donalds [FL-19], Rep. Mikie Sherrill [NJ-11], Rep. Nancy Mace [SC-01], Rep. Jared Moskowitz [FL-23], Rep. Keith Self [TX-03], Rep. Brandon Gill [TX-26], Rep. H. Morgan Griffith [VA-09], Rep. Bryan Steil [WI-01], Rep. Gwen Moore [WI-04], Rep. Scott Fitzgerald [WI-05], Rep. Harriet M. Hageman [WY-AL], Rep. Emilia Strong Sykes [OH-13], Rep. Andy Barr [KY-06], Rep. Nicholas A. Langworthy [NY-23], Rep. Nick LaLota [NY-01], Rep. Troy E. Nehls [TX-22], Rep. Mark Harris [NC-08], Rep. Pat Fallon [TX-04], Rep. Clay Higgins [LA-03], Rep. Mark E. Amodei [NV-02], Rep. Brad Finstad [MN-01], Rep. Sean Casten [IL-06], Rep. Gilbert Ray Cisneros [CA-31], Rep. Linda T. Sanchez [CA-38], Rep. Julia Letlow [LA-05], Rep. Brad Sherman [CA-32], Rep. William Timmons [SC-04], and Rep. Jeff Hurd [CO-03].

    The full list of communities included can be found below:

    (1) Canyon Lake, California.

    (2) Hidden Hills, California.

    (3) Industry, California.

    (4) North Tustin, California.

    (5) Tehachapi, California.

    (6) Castle Pines, Colorado.

    (7) Centennial, Colorado.

    (8) Cherry Hills Village, Colorado.

    (9) Greenwood Village, Colorado.

    (10) Highlands Ranch, Colorado.

    (11) Keystone, Colorado.

    (12) Lone Tree, Colorado.

    (13) Mountain Village, Colorado.

    (14) Mt. Crested Butte, Colorado.

    (15) Severance, Colorado.

    (16) Silver Cliff, Colorado.

    (17) Sterling Ranch, Colorado.

    (18) Superior, Colorado.

    (19) Telluride, Colorado.

    (20) Oakland Park, Florida.

    (21) Lighthouse Point, Florida.

    (22) Coconut Creek, Florida.

    (23) Parkland, Florida.

    (24) Deerfield Beach, Florida.

    (25) Wilton Manors, Florida.

    (26) Burr Ridge, Illinois.

    (27) Carmel, Indiana.

    (28) Noblesville, Indiana.

    (29) Westfield, Indiana.

    (30) Zionsville, Indiana.

    (31) Louisiana State University, Baton Rouge, Louisiana.

    (32) Montz, Louisiana.

    (33) Springwater Township, Minnesota.

    (34) Grass Valley, Nevada.

    (35) Swanzey, New Hampshire.

    (36) Kinnelon, New Jersey.

    (37) Flanders, New York.

    (38) Glendale, New York.

    (39) Riverside, New York.

    (40) Pendleton, New York.

    (41) Weddington, North Carolina.

    (42) Goose Creek, South Carolina.

    (43) Fairview, Texas.

    (44) Fate, Texas.

    (45) Heath, Texas.

    (46) Murphy, Texas.

    (47) Northlake, Texas.

    (48) Parker, Texas.

    (49) Sargent, Texas.

    (50) Fairlawn, Virginia.

    (51) Caledonia, Wisconsin.

    (52) Franklin, Wisconsin.

    (53) Glendale, Wisconsin.

    (54) Greenfield, Wisconsin.

    (55) Village of Mount Pleasant, Wisconsin.

    (56) Village of Somers, Wisconsin.

    (57) Village of Harrison, Wisconsin.

    (58) Hochatown, Oklahoma.

    (59) Green, Ohio.

    (60) Rochester, Wisconsin.

    (61) Quartzite Township, Minnesota.

    (62) Frederick, Colorado.

    (63) Camargo, Kentucky.

    (64) Wheatfield, New York.

    (65) Mauldin, South Carolina.

    (66) Josephine, Texas.

    MIL OSI USA News –

  • MIL-OSI USA: Newhouse Votes for Responsible Land Management, Unleashing Natural Resources

    Source: United States House of Representatives – Congressman Dan Newhouse (4th District of Washington)

    Headline: Newhouse Votes for Responsible Land Management, Unleashing Natural Resources

    WASHINGTON, D.C. – Today, Rep. Dan Newhouse (WA-04) released the following statement upon committee passage of the Fiscal Year 2026 Interior, Environment, and Related Agencies Appropriations Act. 

    “In my four years as Chairman of the Congressional Western Caucus, I worked hard to counter the Biden administration’s top-down regulations that threatened our public lands and natural resources across the West. This legislation is a course correction from the previous administration to unleash the resources we have under our feet, protect public lands for all who enjoy their benefits, and prioritize conservation over preservation across the United States. I also secured critical funding for three water infrastructure projects in Othello, Winthrop, and Oroville to address the water supply and distribution challenges these communities face,” said Rep. Newhouse. 

    Newhouse added, “I thank Subcommittee Chairman Mike Simpson and Full Committee Chairman Tom Cole for their leadership and commitment to funding priorities that support our rural way of life.” 

    The Interior, Environment, and Related Agencies Appropriations Bill provides a total discretionary allocation of $37.971 billion, which is $2.54 billion (6%) below the Fiscal Year 2025 enacted level. 

    The bill fully funds the Payments in Lieu of Taxes (PILT) program, estimated at $550 million, and prioritizes funding for Tribes and Wildland Fire Management.  

    Champions American energy dominance and reduces regulatory burdens by: 

    • Providing the OMB requested increase of $13.6 million for offshore oil and gas development at the Bureau of Ocean Energy Management and the OMB requested increase of $15 million for onshore oil and gas development at the Bureau of Land Management.
    • Requiring the Secretary of the Interior to conduct onshore and offshore oil and gas lease sales.
    • Prohibiting the use of the social cost of carbon, which has stymied new development.
    • Prohibiting the EPA from imposing the methane fee on oil and gas producers created by the Democrats’ Inflation Reduction Act.
    • Prohibiting multiple U.S. Fish and Wildlife Service rulings used to weaponize the Endangered Species Act against land users and energy producers.

    Protects access to public lands by: 

    • Blocking restrictions on hunting, fishing, and recreational shooting on federal lands.
    • Preventing additional regulations on ammunition, ammunition components, or fishing tackle under the Toxic Substances Control Act or any other law.
    • Prohibiting restrictions on where standard lead ammunition and fishing tackle can be used on certain federal lands or waters unless conditions are met.
    • Stopping the Bureau of Land Management’s Conservation and Landscape Health rule to ensure continued access to public lands for grazing, recreation, and energy development.

    Bolsters U.S. national security and border protections by:  

    • Reducing our reliance on foreign countries for critical minerals by promoting access to resources here at home through blocking certain lease withdrawals in Minnesota and reinstating mineral leases in the Superior National Forest.
    • Promoting domestic mining by ensuring ancillary mining activities can be approved, which is a fix to the Rosemont decision that created additional red tape and regulatory uncertainty for mining operations.
    • Ensuring chemical and pesticide manufacturers are not overburdened with requirements that would drive businesses overseas and threaten American competitiveness.
    • Prohibiting funds for the National Park Service to provide housing to an alien without lawful status.
    • Providing $771.84 million for Tribal Public Safety and Justice programs, which is a 39% increase over the FY25 enacted level.

    Newhouse secured funding for the following projects in Washington’s Fourth District in this legislation:

    City of Othello 

    Amount Secured: $1,000,000  

    The City of Othello is 100 percent reliant on a rapidly depleting groundwater supply and after several years of data collection, study completions, and pilot test studies, the City of Othello has developed an Aquifer Storage and Recovery (ASR) strategy to mitigate declining water levels in the Wanapum Basalt aquifer. The ASR method has proven to be effective, and the City has progressed to the stage of predesign. The City is requesting funding assistance with the next phase of “design” to build a permanent solution that will result in a sustainable, reliable, environmentally responsible water supply plan for the Othello region.

    City of Winthrop 

    Amount Secured: $1,500,000 

    The proposed project will improve the reliability of the Town of Winthrop’s water source and distribution system. The town only has one functioning well (Well #1). If that well goes down, the town only has a day or two of water available in its three reservoirs. Well #2 has been approved as an emergency water source by Department of Health, but it needs to be rehabilitated to be in regular use. 

    Scope of work includes: 

    • Rehabilitation of Well #2, including new pump, motor, piping, electrical/controls, generator backup, and a new well house.
    • Repairs to the Town’s East Reservoir, including waterproofing, concrete repairs, and altitude valve replacement. 

    Community benefits include public health and safety, fire protection, and water conservation. Winthrop is ranked #6 on the Washington DNR’s burn probability list. Given the community’s vulnerability to wildfire, ensuring a resilient and redundant water supply system with reliable fire flow capacity is critical for public safety. 

    City of Oroville 

    Amount Secured: $1,400,000 

    The project will result in new, upgraded water pipes that ensure safe and reliable drinking water to Oroville’s north end area. The City of Oroville requests $1,750,000 for construction of the first phase of the project which consists of approximately 3,500 lineal feet of aging and undersized water transmission main piping serving the “North End” of the City’s water system. The existing water t-mains consist of 4-inch and 6-inch deteriorated PVC pipe, which cannot provide adequate fire flow or service pressure and are prone to leaking. The project will replace these existing, undersized transmission mains with 12-inch transmission mains along 20th from Main St to Juniper St, and along Juniper St and Main St from 20th St to 23rd St. The project will also replace existing, undersized water transmission mains with 8-inch transmission mains along Deerpath Dr from 21st St to 23rd St, and along 23rd St from Deerpath Dr to Westlake Ave. 

    Bill text before amendments can be found here. 

    ### 

    MIL OSI USA News –

  • MIL-OSI Security: Raleigh County Woman Pleads Guilty to Federal Drug Crime

    Source: Office of United States Attorneys

    BECKLEY, W.Va. – Carey Ann Trotter, also known as “Carey Ann Metz-Wood,” 41, of Crab Orchard, pleaded guilty today to aiding and abetting possession with intent to distribute 5 grams or more of methamphetamine.

    According to court documents and statements made in court, on July 1, 2024, Trotter possessed approximately 10.51 grams of methamphetamine and a total of 25.95 grams of para-fluorofentanyl, a synthetic opioid, in several packages. As part of her guilty plea, Trotter admitted that she intended to use some of the controlled substances and aid and abet another individual in the possession and distribution of controlled substances.

    Trotter further admitted to possessing a Glock model 21 .45-caliber pistol, a CBC model 817 .17-caliber rifle, and a 26-round high-capacity magazine for .45-caliber ammunition. Federal law prohibits a person with a prior felony conviction from possessing a firearm or ammunition. Trotter knew she was prohibited from possessing a firearm because of her prior felony conviction for delivery of oxycodone in Raleigh County Circuit Court on January 3, 2017.

    Trotter is scheduled to be sentenced on November 7, 2025, and faces a mandatory minimum of five years and up to 40 years in prison, at least four years of supervised release, and a $5 million fine.

    Trotter’s co-defendant, Joshua Mason Trotter, 44, of Crab Orchard, pleaded guilty on May 27, 2025, to being a felon in possession of a firearm. Joshua Mason Trotter admitted to possessing the Glock model 21 .45-caliber pistol and CBC model 817 .17-caliber rifle on July 1, 2024. He is scheduled to be sentenced on September 26, 2025.

    Acting United States Attorney Lisa G. Johnston made the announcement and commended the investigative work of the Bureau of Alcohol, Tobacco, Firearms and Explosives (ATF) and the Raleigh County Sheriff’s Office.

    United States Magistrate Judge Omar J. Aboulhosn presided over the hearing. Assistant United States Attorney JC MacCallum is prosecuting the case.

    This case is part of Operation Take Back America, a nationwide initiative that marshals the full resources of the Department of Justice to repel the invasion of illegal immigration, achieve the total elimination of cartels and transnational criminal organizations (TCOs), and protect our communities from the perpetrators of violent crime. Operation Take Back America streamlines efforts and resources from the Department’s Organized Crime Drug Enforcement Task Forces (OCDETF) and Project Safe Neighborhoods (PSN).

    A copy of this press release is located on the website of the U.S. Attorney’s Office for the Southern District of West Virginia. Related court documents and information can be found on PACER by searching for Case No. 5:25-cr-22.

    ###

     

    MIL Security OSI –

  • MIL-OSI: National Bank Holdings Corporation Announces Second Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    DENVER, July 22, 2025 (GLOBE NEWSWIRE) — National Bank Holdings Corporation (the “Company”) reported:

                                 
      For the quarter(1)   For the six months ended(1)
      2Q25   1Q25   2Q24   2025   2024
    Net income ($000’s) $ 34,022     $ 24,231     $ 26,135     $ 58,253     $ 57,526  
    Earnings per share – diluted $ 0.88     $ 0.63     $ 0.68     $ 1.51     $ 1.50  
    Return on average assets   1.38 %     0.99 %     1.06 %     1.19 %     1.17 %
    Return on average tangible assets(2)   1.49 %     1.09 %     1.17 %     1.29 %     1.28 %
    Return on average equity   10.15 %     7.42 %     8.46 %     8.80 %     9.37 %
    Return on average tangible common equity(2)   14.18 %     10.64 %     12.44 %     12.44 %     13.77 %

                                                          

    (1 )   Ratios are annualized.
    (2 )   See non-GAAP reconciliations below.
           

    In announcing these results, Chief Executive Officer Tim Laney shared, “We delivered quarterly earnings of $0.88 of earnings per diluted share and a return on average tangible common equity of 14.18%. Year-over-year fully taxable equivalent pre-provision net revenues grew by 19.9% highlighted by a strong net interest margin of 3.95%. We remain diligent in monitoring our loan book and maintaining a disciplined approach to extending credit, which resulted in just 5 basis points of annualized net charge-offs during the quarter.”

    Mr. Laney added, “Our solid results continue to generate meaningful capital growth with a Common Equity Tier 1 capital ratio of 14.2%. Our excess capital position provides us with optionality to act on a variety of growth opportunities. We are pleased with the recent launch of 2UniFi, an innovative financial ecosystem that we believe can change the way business owners and operators access the U.S. banking system. 2UniFi is built to empower business entrepreneurs with banking and business tools that save time, reduce stress, and help them grow their business.”

    Second Quarter 2025 Results
    (All comparisons refer to the first quarter of 2025, except as noted)

    Net income increased $9.8 million, or 40.4%, to $34.0 million or $0.88 per diluted share, compared to $24.2 million or $0.63 per diluted share. Fully taxable equivalent pre-provision net revenue increased $1.5 million, or 14.3% annualized, to $43.5 million. The return on average tangible assets increased 40 basis points to 1.49%, and the return on average tangible common equity increased 3.54% to 14.18%. Compared to the second quarter of 2024, fully taxable equivalent pre-provision net revenue increased $7.2 million or 19.9%.

    Net Interest Income
    Fully taxable equivalent net interest income increased $0.7 million to $89.3 million due to one additional day during the second quarter. The fully taxable equivalent net interest margin widened two basis points to 3.95%, driven by a three basis point increase in earning asset yields, partially offset by an increase in the cost of funds.

    Loans
    Loans totaled $7.5 billion at June 30, 2025, compared to $7.6 billion. We generated quarterly loan fundings of $322.7 million, led by commercial loan fundings of $219.6 million. The second quarter’s weighted average rate on new loans at the time of origination was 7.4%, compared to a weighted average yield of 6.5% on our loan portfolio.

    Asset Quality and Provision for Credit Losses
    The Company recorded no provision expense for credit losses, compared to $10.2 million in the previous quarter. Annualized net charge-offs totaled 0.05% of average total loans, compared to 0.80%. Non-performing loans totaled 0.45% of total loans at June 30, 2025, consistent with the previous quarter, and non-performing assets decreased one basis point to 0.45% of total loans and OREO at June 30, 2025. The allowance for credit losses as a percentage of loans increased one basis point to 1.19% at June 30, 2025.

    Deposits
    Average total deposits decreased $58.8 million to $8.2 billion during the second quarter 2025, and average transaction deposits (defined as total deposits less time deposits) decreased $85.3 million to $7.1 billion. The loan to deposit ratio totaled 90.5% at June 30, 2025, compared to 90.8%. The mix of transaction deposits to total deposits was 87.0% at June 30, 2025, compared to 87.4%.

    Non-Interest Income
    Non-interest income increased $1.7 million, or 11.0%, to $17.1 million during the second quarter. Income from partnership investments increased $0.6 million, bank card fees increased $0.5 million, SBA loan gains on sale increased $0.2 million, and the sales of two previously consolidated banking center properties drove a $1.3 million gain. Mortgage banking income decreased $0.8 million.

    Non-Interest Expense
    Non-interest expense totaled $62.9 million, compared to $62.0 million in the first quarter, which benefited from the $1.9 million payroll tax credits realized in the first quarter. Excluding the impact from the first quarter’s payroll tax credits, non-interest expense decreased $1.0 million due to our disciplined expense management. The second quarter’s non-interest expense includes $0.3 million of non-recurring restructuring charges as a result of expense reduction actions executed during the quarter. The fully taxable equivalent efficiency ratio improved 42 basis points to 57.3%, excluding other intangible assets amortization.

    Income tax expense totaled $7.5 million, compared to $5.6 million in the previous quarter, as a result of higher pre-tax income in the second quarter. The effective tax rate was 18.1%, compared to 18.8% in the first quarter.

    Capital
    Capital ratios continue to be well in excess of federal bank regulatory agency “well capitalized” thresholds. The tier 1 leverage ratio totaled 11.18%, and the common equity tier 1 capital ratio totaled 14.17% at June 30, 2025. Shareholders’ equity increased $23.2 million to $1.4 billion at June 30, 2025, primarily driven by $22.5 million of growth in retained earnings from net income after covering the quarter’s dividend, and a $4.1 million improvement in accumulated other comprehensive loss due to changes in the interest rate environment.

    Common book value per share increased $0.65 to $35.55 at June 30, 2025. Tangible common book value per share increased $0.70 to $26.64 driven by the quarter’s earnings after covering the quarterly dividend, and a $0.11 improvement in accumulated other comprehensive loss.

    Year-Over-Year Review
    (All comparisons refer to the first six months of 2024, except as noted)

    Net income increased $0.7 million to $58.3 million or $1.51 per diluted share, compared to $57.5 million or $1.50 per diluted share. Fully taxable equivalent pre-provision net revenue increased $8.6 million to $85.4 million. The return on average tangible assets increased one basis point to 1.29%, and the return on average tangible common equity was 12.44%, compared to 13.77%.

    Fully taxable equivalent net interest income increased $6.9 million to $177.9 million. The fully taxable equivalent net interest margin widened 17 basis points to 3.94%, driven by a 21 basis point decrease in the cost of funds, partially offset by a three basis point decrease in earning asset yields.

    Loans outstanding totaled $7.5 billion as of June 30, 2025, compared to $7.7 billion. New loan fundings over the trailing twelve months totaled $1.4 billion, led by commercial fundings of $928.3 million.

    The Company recorded $10.2 million of provision expense for credit losses, compared to $2.8 million in the same period prior year. Annualized net charge-offs totaled 0.43% of average total loans, compared to 0.11% net charge-offs in the same period prior year. Non-performing loans totaled 0.45% of total loans at June 30, 2025, compared to 0.34% in the prior year. Non-performing assets totaled 0.45% of total loans and OREO at June 30, 2025, compared to 0.36% in the prior year. The allowance for credit losses as a percentage of loans totaled 1.19% at June 30, 2025, compared to 1.25% at June 30, 2024.

    Average deposits totaled $8.2 billion, compared to $8.3 billion in the same period prior year, and average transaction deposits totaled $7.2 billion, compared to $7.3 billion in the same period prior year. The mix of transaction deposits to total deposits was 87.0% at June 30, 2025, compared to 87.8%.

    Non-interest income increased $0.7 million to $32.4 million primarily due to a $0.7 million increase in the gains on sales of previously consolidated banking center properties and a $0.4 million increase in trust income.

    Non-interest expense decreased $1.0 million to $124.9 million as a result of disciplined expense management and payroll tax credits realized during the first quarter 2025.

    Income tax expense totaled $13.1 million, consistent with the same period prior year. The effective tax rate was 18.4%, compared to 18.6% in the same period prior year.

    Conference Call
    Management will host a conference call to review the results at 11:00 a.m. Eastern Time on Wednesday, July 23, 2025. Interested parties may listen to this call by dialing (877) 400-0505 using the participant passcode of 9935135 and asking for the NBHC Q2 2025 Earnings Call. The earnings release and a link to the replay of the call will be available on the Company’s website at www.nationalbankholdings.com by visiting the investor relations area.

    About National Bank Holdings Corporation
    National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise, delivering high quality client service and committed to stakeholder results. Through its bank subsidiaries, NBH Bank and Bank of Jackson Hole Trust, National Bank Holdings Corporation operates a network of over 85 banking centers, serving individual consumers, small, medium and large businesses, and government and non-profit entities. Its banking centers are located in its core footprint of Colorado, the greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. Its trust and wealth management business is operated in its core footprint under the Bank of Jackson Hole Trust charter. NBH Bank operates under a single state charter through the following brand names as divisions of NBH Bank: in Colorado, Community Banks of Colorado and Community Banks Mortgage; in Kansas and Missouri, Bank Midwest and Bank Midwest Mortgage; in Texas, Utah, New Mexico and Idaho, Hillcrest Bank and Hillcrest Bank Mortgage; and in Wyoming, Bank of Jackson Hole and Bank of Jackson Hole Mortgage. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.

    For more information visit: cobnks.com, bankmw.com, hillcrestbank.com, bankofjacksonhole.com, or nbhbank.com, or connect with any of our brands on LinkedIn.

    About Non-GAAP Financial Measures
    Certain of the financial measures and ratios we present, including “tangible assets,” “return on average tangible assets,” “tangible common equity,” “return on average tangible common equity,” “tangible common book value per share,” “tangible common equity to tangible assets,” “non-interest expense excluding other intangible assets amortization,” “efficiency ratio excluding other intangible assets amortization,” “net income excluding the impact of other intangible assets amortization expense, after tax,” “pre-provision net revenue” and “fully taxable equivalent” metrics, are supplemental measures that are not required by, or are not presented in accordance with, U.S. generally accepted accounting principles (GAAP). We refer to these financial measures and ratios as “non-GAAP financial measures.” We consider the use of select non-GAAP financial measures and ratios to be useful for financial and operational decision making and useful in evaluating period-to-period comparisons. We believe that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenditures or assets that we believe are not indicative of our primary business operating results or by presenting certain metrics on a fully taxable equivalent basis. We believe that management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, analyzing and comparing past, present and future periods.

    These non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP and you should not rely on non-GAAP financial measures alone as measures of our performance. The non-GAAP financial measures we present may differ from non-GAAP financial measures used by our peers or other companies. We compensate for these differences by providing the equivalent GAAP measures whenever we present the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance. A reconciliation of non-GAAP financial measures to the comparable GAAP financial measures is included at the end of the financial statement tables.

    Forward-Looking Statements
    This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements do not discuss historical facts but instead relate to expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “can,” “would,” “should,” “could,” “may,” “predict,” “seek,” “potential,” “will,” “estimate,” “target,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “intend,” “goal,” “focus,” “maintains,” “future,” “ultimately,” “likely,” “ensure,” “strategy,” “objective,” and similar words or phrases. These statements are only predictions and involve estimates, known and unknown risks, assumptions and uncertainties. We have based these statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, liquidity, results of operations, business strategy and growth prospects. Forward-looking statements involve certain important risks, uncertainties and other factors, any of which could cause actual results to differ materially from those in such statements and, therefore, you are cautioned not to place undue reliance on such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to: business and economic conditions along with external events both generally and in the financial services industry; susceptibility to credit risk and fluctuations in the value of real estate and other collateral securing a significant portion of our loan portfolio, including with regards to real estate acquired through foreclosure, and the accuracy of appraisals related to such real estate; the allowance for credit losses and fair value adjustments may be insufficient to absorb losses in our loan portfolio; our ability to maintain sufficient liquidity to meet the requirements of deposit withdrawals and other business needs; changes impacting monetary supply and the businesses of our clients and counterparties, including levels of market interest rates, inflation, currency values, monetary and fiscal policies, and the volatility of trading markets; changes in the fair value of our investment securities and the ability of companies in which we invest to commercialize their technology or product concepts; the loss of certain executive officers and key personnel; any service interruptions, cyber incidents or other breaches relating to our technology systems, security systems or infrastructure or those of our third-party providers; the occurrence of fraud or other financial crimes within our business; competition from other financial institutions and financial services providers and the effects of disintermediation within the banking business including consolidation within the industry; changes to federal government lending programs like the Small Business Administration’s Preferred Lender Program and the Federal Housing Administration’s insurance programs, including the impact of a government shutdown of such programs; impairment of our mortgage servicing rights, disruption in the secondary market for mortgage loans, declines in real estate values, or being required to repurchase mortgage loans or reimburse investors; developments in technology, such as artificial intelligence, the success of our digital growth strategy, and our ability to incorporate innovative technologies in our business and provide products and services that satisfy our clients’ expectations for convenience and security; our ability to execute our organic growth and acquisition strategies; the accuracy of projected operating results for assets and businesses we acquire as well as our ability to drive organic loan growth to replace loans in our existing portfolio with comparable loans as loans are paid down; changes to federal, state and local laws and regulations along with executive orders applicable to our business, including tax laws; our ability to comply with and manage costs related to extensive government regulation and supervision, including current and future regulations affecting bank holding companies and depository institutions; the application of any increased assessment rates imposed by the Federal Deposit Insurance Corporation (“FDIC”); claims or legal action brought against us by third parties or government agencies; and other factors, risks, trends and uncertainties described elsewhere in our other filings with the Securities and Exchange Commission (the “SEC”). The forward-looking statements are made as of the date of this press release, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law.

    Contacts:
    Analysts/Institutional Investors:
    Emily Gooden, Chief Accounting Officer and Investor Relations Director, (720) 554-6640, ir@nationalbankholdings.com
    Nicole Van Denabeele, Chief Financial Officer, (720) 529-3370, ir@nationalbankholdings.com

    Media:
    Jody Soper, Chief Marketing Officer, (303) 784-5925, Jody.Soper@nbhbank.com

    NATIONAL BANK HOLDINGS CORPORATION
    FINANCIAL SUMMARY
    Consolidated Statements of Operations (Unaudited)
    (Dollars in thousands, except share and per share data)

                                           
      For the three months ended   For the six months ended
      June 30,   March 31,    June 30,    June 30,   June 30, 
      2025   2025   2024   2025   2024
    Total interest and dividend income $ 131,220     $ 129,963     $ 132,447     $ 261,183     $ 264,179  
    Total interest expense   43,811       43,272       48,873       87,083       96,575  
    Net interest income   87,409       86,691       83,574       174,100       167,604  
    Taxable equivalent adjustment   1,912       1,910       1,711       3,822       3,403  
    Net interest income FTE(1)   89,321       88,601       85,285       177,922       171,007  
    Provision expense for credit losses   —       10,200       2,776       10,200       2,776  
    Net interest income after provision for credit losses FTE(1)   89,321       78,401       82,509       167,722       168,231  
    Non-interest income:                                      
    Service charges   4,127       4,118       4,295       8,245       8,686  
    Bank card fees   4,732       4,194       4,882       8,926       9,460  
    Mortgage banking income   2,547       3,315       3,296       5,862       5,951  
    Other non-interest income   5,660       3,749       1,556       9,409       7,626  
    Total non-interest income   17,066       15,376       14,029       32,442       31,723  
    Non-interest expense:                                      
    Salaries and benefits   37,746       34,362       36,933       72,108       73,453  
    Occupancy and equipment   9,436       10,837       10,120       20,273       20,061  
    Professional fees   1,680       1,423       1,706       3,103       3,352  
    Data processing   4,452       4,401       4,117       8,853       8,183  
    Other non-interest expense   7,670       9,017       8,222       16,687       16,875  
    Other intangible assets amortization   1,947       1,977       1,977       3,924       3,985  
    Total non-interest expense   62,931       62,017       63,075       124,948       125,909  
                                           
    Income before income taxes FTE(1)   43,456       31,760       33,463       75,216       74,045  
    Taxable equivalent adjustment   1,912       1,910       1,711       3,822       3,403  
    Income before income taxes   41,544       29,850       31,752       71,394       70,642  
    Income tax expense   7,522       5,619       5,617       13,141       13,116  
    Net income $ 34,022     $ 24,231     $ 26,135     $ 58,253     $ 57,526  
    Earnings per share – basic $ 0.89     $ 0.63     $ 0.68     $ 1.52     $ 1.51  
    Earnings per share – diluted   0.88       0.63       0.68       1.51       1.50  
    Common stock dividend   0.30       0.29       0.28       0.59       0.55  

                                                          

         
    (1 )   Net interest income is presented on a GAAP basis and fully taxable equivalent (FTE) basis, as the Company believes this non-GAAP measure is the preferred industry measurement for this item. The FTE adjustment is for the tax benefit on certain tax exempt loans using the federal tax rate of 21% for each period presented.

    NATIONAL BANK HOLDINGS CORPORATION
    Consolidated Statements of Financial Condition (Unaudited)
    (Dollars in thousands, except share and per share data)

                           
      June 30, 2025   March 31, 2025   December 31, 2024   June 30, 2024
    ASSETS                      
    Cash and cash equivalents $ 296,483     $ 246,298     $ 127,848     $ 144,993  
    Investment securities available-for-sale   631,947       634,376       527,547       691,076  
    Investment securities held-to-maturity   717,232       706,912       533,108       554,686  
    Non-marketable securities   81,124       76,203       76,462       72,987  
    Loans   7,486,918       7,646,296       7,751,143       7,722,153  
    Allowance for credit losses   (88,893 )     (90,192 )     (94,455 )     (96,457 )
    Loans, net   7,398,025       7,556,104       7,656,688       7,625,696  
    Loans held for sale   20,784       11,885       24,495       18,787  
    Other real estate owned   291       615       662       1,526  
    Premises and equipment, net   209,414       204,567       196,773       177,456  
    Goodwill   306,043       306,043       306,043       306,043  
    Intangible assets, net   52,496       54,489       58,432       62,356  
    Other assets   284,890       301,378       299,635       315,245  
    Total assets $ 9,998,729     $ 10,098,870     $ 9,807,693     $ 9,970,851  
    LIABILITIES AND SHAREHOLDERS’ EQUITY                      
    Liabilities:                      
    Non-interest bearing demand deposits $ 2,168,574     $ 2,215,313     $ 2,213,685     $ 2,229,432  
    Interest bearing demand deposits   1,240,698       1,337,905       1,411,860       1,420,942  
    Savings and money market   3,785,951       3,812,312       3,592,312       3,703,810  
    Total transaction deposits   7,195,223       7,365,530       7,217,857       7,354,184  
    Time deposits   1,074,261       1,058,677       1,020,036       1,022,741  
    Total deposits   8,269,484       8,424,207       8,237,893       8,376,925  
    Securities sold under agreements to repurchase   18,513       20,749       18,895       19,465  
    Long-term debt   54,385       54,588       54,511       54,356  
    Federal Home Loan Bank advances   185,000       80,000       50,000       35,000  
    Other liabilities   118,851       190,018       141,319       237,461  
    Total liabilities   8,646,233       8,769,562       8,502,618       8,723,207  
    Shareholders’ equity:                      
    Common stock   515       515       515       515  
    Additional paid in capital   1,167,719       1,168,433       1,167,431       1,161,804  
    Retained earnings   544,428       521,939       508,864       469,630  
    Treasury stock   (304,254 )     (301,531 )     (301,694 )     (303,880 )
    Accumulated other comprehensive loss, net of tax   (55,912 )     (60,048 )     (70,041 )     (80,425 )
    Total shareholders’ equity   1,352,496       1,329,308       1,305,075       1,247,644  
    Total liabilities and shareholders’ equity $ 9,998,729     $ 10,098,870     $ 9,807,693     $ 9,970,851  
    SHARE DATA                      
    Average basic shares outstanding   38,075,896       38,068,455       38,327,964       38,210,869  
    Average diluted shares outstanding   38,151,810       38,229,869       38,565,164       38,372,777  
    Ending shares outstanding   38,045,622       38,094,105       38,054,482       37,899,453  
    Common book value per share $ 35.55     $ 34.90     $ 34.29     $ 32.92  
    Tangible common book value per share(1)(non-GAAP)   26.64       25.94       25.28       23.74  
    CAPITAL RATIOS                      
    Average equity to average assets   13.62 %     13.35 %     13.10 %     12.57 %
    Tangible common equity to tangible assets(1)   10.49 %     10.13 %     10.16 %     9.35 %
    Tier 1 leverage ratio   11.18 %     10.89 %     10.69 %     10.20 %
    Common equity tier 1 risk-based capital ratio   14.17 %     13.61 %     13.20 %     12.41 %
    Tier 1 risk-based capital ratio   14.17 %     13.61 %     13.20 %     12.41 %
    Total risk-based capital ratio   16.07 %     15.49 %     15.11 %     14.32 %

                                                          

    (1 )   Represents a non-GAAP financial measure. See non-GAAP reconciliations below.

    NATIONAL BANK HOLDINGS CORPORATION
    Loan Portfolio
    (Dollars in thousands)

    Period End Loan Balances by Type

                                   
              June 30, 2025       June 30, 2025
              vs. March 31, 2025       vs. June 30, 2024
      June 30, 2025   March 31, 2025   % Change   June 30, 2024   % Change
    Originated:                              
    Commercial:                              
    Commercial and industrial $ 1,829,984     $ 1,871,301       (2.2 )%   $ 1,906,095       (4.0 )%
    Municipal and non-profit   1,125,330       1,116,724       0.8 %     1,063,706       5.8 %
    Owner-occupied commercial real estate   1,051,964       1,026,692       2.5 %     921,122       14.2 %
    Food and agribusiness   213,254       251,120       (15.1 )%     248,401       (14.1 )%
    Total commercial   4,220,532       4,265,837       (1.1 )%     4,139,324       2.0 %
    Commercial real estate non-owner occupied   1,118,730       1,136,176       (1.5 )%     1,116,424       0.2 %
    Residential real estate   915,213       915,139       0.0 %     923,313       (0.9 )%
    Consumer   12,050       11,955       0.8 %     14,385       (16.2 )%
    Total originated   6,266,525       6,329,107       (1.0 )%     6,193,446       1.2 %
                                   
    Acquired:                              
    Commercial:                              
    Commercial and industrial   100,545       105,493       (4.7 )%     124,104       (19.0 )%
    Municipal and non-profit   265       271       (2.2 )%     288       (8.0 )%
    Owner-occupied commercial real estate   188,745       198,339       (4.8 )%     232,890       (19.0 )%
    Food and agribusiness   31,693       33,831       (6.3 )%     48,061       (34.1 )%
    Total commercial   321,248       337,934       (4.9 )%     405,343       (20.7 )%
    Commercial real estate non-owner occupied   601,890       659,680       (8.8 )%     752,040       (20.0 )%
    Residential real estate   296,795       318,510       (6.8 )%     369,003       (19.6 )%
    Consumer   460       1,065       (56.8 )%     2,321       (80.2 )%
    Total acquired   1,220,393       1,317,189       (7.3 )%     1,528,707       (20.2 )%
    Total loans $ 7,486,918     $ 7,646,296       (2.1 )%   $ 7,722,153       (3.0 )%

    Loan Fundings(1)

                                           
      Second quarter   First quarter   Fourth quarter   Third quarter   Second quarter
      2025   2025   2024   2024   2024
    Commercial:                                      
    Commercial and industrial $ 133,402     $ 108,594     $ 146,600     $ 93,711     $ 241,910  
    Municipal and non-profit   34,393       12,506       49,175       35,677       28,785  
    Owner occupied commercial real estate   47,233       37,762       117,850       70,517       102,615  
    Food and agribusiness   4,576       1,338       15,796       19,205       11,040  
    Total commercial   219,604       160,200       329,421       219,110       384,350  
    Commercial real estate non-owner occupied   56,770       65,254       119,132       91,809       83,184  
    Residential real estate   44,470       29,300       30,750       47,322       36,124  
    Consumer   1,823       970       726       1,010       1,547  
    Total $ 322,667     $ 255,724     $ 480,029     $ 359,251     $ 505,205  

                                                          

    (1 )   Loan fundings are defined as closed end funded loans and net fundings under revolving lines of credit. Net fundings under revolving lines of credit were $15,490, $21,752, $64,375, $16,302 and $19,281 for the periods noted in the table above, respectively.

    NATIONAL BANK HOLDINGS CORPORATION
    Summary of Net Interest Margin
    (Dollars in thousands)

                                                               
      For the three months ended   For the three months ended   For the three months ended
      June 30, 2025   March 31, 2025   June 30, 2024
      Average           Average   Average           Average   Average           Average
      balance   Interest   rate   balance   Interest   rate   balance   Interest   rate
    Interest earning assets:                                                          
    Originated loans FTE(1)(2) $ 6,289,154     $ 102,399       6.53 %   $ 6,335,931     $ 102,221       6.54 %   $ 6,074,199     $ 101,794       6.74 %
    Acquired loans   1,262,933       19,397       6.16 %     1,351,726       19,547       5.86 %     1,541,576       23,464       6.12 %
    Loans held for sale   21,115       354       6.72 %     19,756       349       7.16 %     16,862       318       7.59 %
    Investment securities available-for-sale   701,920       4,661       2.66 %     716,938       4,617       2.58 %     802,830       5,101       2.54 %
    Investment securities held-to-maturity   713,178       5,173       2.90 %     635,961       4,120       2.59 %     564,818       2,419       1.71 %
    Other securities   30,560       466       6.10 %     31,386       480       6.12 %     25,093       377       6.01 %
    Interest earning deposits   57,634       682       4.75 %     48,206       539       4.53 %     92,388       685       2.98 %
    Total interest earning assets FTE(2) $ 9,076,494     $ 133,132       5.88 %   $ 9,139,904     $ 131,873       5.85 %   $ 9,117,766     $ 134,158       5.92 %
    Cash and due from banks $ 79,131                   $ 77,237                   $ 100,165                
    Other assets   807,802                     794,374                     771,475                
    Allowance for credit losses   (90,292 )                   (95,492 )                   (97,741 )              
    Total assets $ 9,873,135                   $ 9,916,023                   $ 9,891,665                
    Interest bearing liabilities:                                                          
    Interest bearing demand, savings and money market deposits $ 4,986,119     $ 32,758       2.64 %   $ 5,027,052     $ 32,511       2.62 %   $ 5,109,924     $ 39,681       3.12 %
    Time deposits   1,062,481       9,087       3.43 %     1,035,983       8,756       3.43 %     1,015,371       8,536       3.38 %
    Federal Home Loan Bank advances   93,676       1,170       5.01 %     107,151       1,105       4.18 %     9,505       133       5.63 %
    Other borrowings(3)   41,300       278       2.70 %     50,277       382       3.08 %     17,449       5       0.12 %
    Long-term debt   54,574       518       3.81 %     54,539       518       3.85 %     54,307       518       3.84 %
    Total interest bearing liabilities $ 6,238,150     $ 43,811       2.82 %   $ 6,275,002     $ 43,272       2.80 %   $ 6,206,556     $ 48,873       3.17 %
    Demand deposits $ 2,152,899                   $ 2,197,300                   $ 2,254,454                
    Other liabilities   137,319                     119,806                     187,499                
    Total liabilities   8,528,368                     8,592,108                     8,648,509                
    Shareholders’ equity   1,344,767                     1,323,915                     1,243,156                
    Total liabilities and shareholders’ equity $ 9,873,135                   $ 9,916,023                   $ 9,891,665                
    Net interest income FTE(2)       $ 89,321                 $ 88,601                 $ 85,285        
    Interest rate spread FTE(2)                 3.06 %                   3.05 %                   2.75 %
    Net interest earning assets $ 2,838,344                   $ 2,864,902                   $ 2,911,210                
    Net interest margin FTE(2)                 3.95 %                   3.93 %                   3.76 %
    Average transaction deposits $ 7,139,018                   $ 7,224,352                   $ 7,364,378                
    Average total deposits   8,201,499                     8,260,335                     8,379,749                
    Ratio of average interest earning assets to average interest bearing liabilities   145.50 %                   145.66 %                   146.91 %              

                                                          

    (1 )   Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
    (2 )   Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $1,912, $1,910 and $1,711 for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024, respectively.
    (3 )   Other borrowings includes securities sold under agreements to repurchase and cash collateral received from counterparties in connection with derivative swap agreements.

    NATIONAL BANK HOLDINGS CORPORATION
    Summary of Net Interest Margin
    (Dollars in thousands)

                                       
      For the six months ended June 30, 2025   For the six months ended June 30, 2024
      Average           Average   Average           Average
      balance   Interest   rate   balance   Interest   rate
    Interest earning assets:                                  
    Originated loans FTE(1)(2) $ 6,312,413     $ 204,620       6.54 %   $ 6,060,524     $ 202,708       6.73 %
    Acquired loans   1,307,084       38,944       6.01 %     1,576,548       47,753       6.09 %
    Loans held for sale   20,439       703       6.94 %     14,440       543       7.56 %
    Investment securities available-for-sale   709,387       9,278       2.62 %     776,999       9,204       2.37 %
    Investment securities held-to-maturity   674,783       9,293       2.75 %     571,989       4,933       1.72 %
    Other securities   30,971       946       6.11 %     30,065       993       6.61 %
    Interest earning deposits   52,946       1,221       4.65 %     91,983       1,448       3.17 %
    Total interest earning assets FTE(2) $ 9,108,023     $ 265,005       5.87 %   $ 9,122,548     $ 267,582       5.90 %
    Cash and due from banks $ 78,189                 $ 101,374              
    Other assets   801,127                   763,853              
    Allowance for credit losses   (92,878 )                 (97,812 )            
    Total assets $ 9,894,461                 $ 9,889,963              
    Interest bearing liabilities:                                  
    Interest bearing demand, savings and money market deposits $ 5,006,472     $ 65,269       2.63 %   $ 5,028,868     $ 76,094       3.04 %
    Time deposits   1,049,305       17,843       3.43 %     1,002,706       16,120       3.23 %
    Federal Home Loan Bank advances   100,376       2,275       4.57 %     118,871       3,314       5.61 %
    Other borrowings(3)   45,764       660       2.91 %     18,189       11       0.12 %
    Long-term debt   54,557       1,036       3.83 %     54,268       1,036       3.84 %
    Total interest bearing liabilities $ 6,256,474     $ 87,083       2.81 %   $ 6,222,902     $ 96,575       3.12 %
    Demand deposits $ 2,174,977                 $ 2,267,725              
    Other liabilities   128,611                   164,617              
    Total liabilities   8,560,062                   8,655,244              
    Shareholders’ equity   1,334,399                   1,234,719              
    Total liabilities and shareholders’ equity $ 9,894,461                 $ 9,889,963              
    Net interest income FTE(2)       $ 177,922               $ 171,007      
    Interest rate spread FTE(2)                 3.06 %                   2.78 %
    Net interest earning assets $ 2,851,549                 $ 2,899,646              
    Net interest margin FTE(2)                 3.94 %                   3.77 %
    Average transaction deposits $ 7,181,449                 $ 7,296,593              
    Average total deposits   8,230,754                   8,299,299              
    Ratio of average interest earning assets to average interest bearing liabilities   145.58 %                 146.60 %            

                                                          

    (1 )   Originated loans are net of deferred loan fees, less costs, which are included in interest income over the life of the loan.
    (2 )   Presented on a fully taxable equivalent basis using the statutory tax rate of 21%. The tax equivalent adjustments included above are $3,822 and $3,403 for the six months ended June 30, 2025 and June 30, 2024, respectively.
    (3 )   Other borrowings includes securities sold under agreements to repurchase and cash collateral received from counterparties in connection with derivative swap agreements.

    NATIONAL BANK HOLDINGS CORPORATION
    Allowance for Credit Losses and Asset Quality
    (Dollars in thousands)

    Allowance for Credit Losses Analysis

                     
      As of and for the three months ended
      June 30, 2025   March 31, 2025   June 30, 2024
    Beginning allowance for credit losses $ 90,192     $ 94,455     $ 97,607  
    Charge-offs   (1,158 )     (15,251 )     (4,605 )
    Recoveries   170       138       499  
    Provision (release) expense for credit losses   (311 )     10,850       2,956  
    Ending allowance for credit losses (“ACL”) $ 88,893     $ 90,192     $ 96,457  
    Ratio of annualized net charge-offs to average total loans during the period   0.05 %     0.80 %     0.22 %
    Ratio of ACL to total loans outstanding at period end   1.19 %     1.18 %     1.25 %
    Ratio of ACL to total non-performing loans at period end   266.66 %     260.52 %     370.18 %
    Total loans $ 7,486,918     $ 7,646,296     $ 7,722,153  
    Average total loans during the period   7,530,783       7,660,974       7,582,506  
    Total non-performing loans   33,336       34,620       26,057  

    Past Due and Non-accrual Loans

                     
      June 30, 2025   March 31, 2025   June 30, 2024
    Loans 30-89 days past due and still accruing interest $ 13,923     $ 17,003     $ 27,159  
    Loans 90 days past due and still accruing interest   7,315       1,012       3,498  
    Non-accrual loans   33,336       34,620       26,057  
    Total past due and non-accrual loans $ 54,574     $ 52,635     $ 56,714  
    Total 90 days past due and still accruing interest and non-accrual loans to total loans   0.54 %     0.47 %     0.38 %

    Asset Quality Data

                     
      June 30, 2025   March 31, 2025   June 30, 2024
    Non-performing loans $ 33,336     $ 34,620     $ 26,057  
    OREO   291       615       1,526  
    Total non-performing assets $ 33,627     $ 35,235     $ 27,583  
    Total non-performing loans to total loans   0.45 %     0.45 %     0.34 %
    Total non-performing assets to total loans and OREO   0.45 %     0.46 %     0.36 %

    NATIONAL BANK HOLDINGS CORPORATION
    Key Metrics(1)

                                 
      As of and for the three months ended   As of and for the six months ended
      June 30,   March 31,    June 30,    June 30,   June 30, 
      2025   2025   2024   2025   2024
    Return on average assets   1.38 %     0.99 %     1.06 %     1.19 %     1.17 %
    Return on average tangible assets(2)   1.49 %     1.09 %     1.17 %     1.29 %     1.28 %
    Return on average equity   10.15 %     7.42 %     8.46 %     8.80 %     9.37 %
    Return on average tangible common equity(2)   14.18 %     10.64 %     12.44 %     12.44 %     13.77 %
    Loan to deposit ratio (end of period)   90.54 %     90.77 %     92.18 %     90.54 %     92.18 %
    Non-interest bearing deposits to total deposits (end of period)   26.22 %     26.30 %     26.61 %     26.22 %     26.61 %
    Net interest margin(3)   3.86 %     3.85 %     3.69 %     3.85 %     3.69 %
    Net interest margin FTE(2)(3)   3.95 %     3.93 %     3.76 %     3.94 %     3.77 %
    Interest rate spread FTE(2)(4)   3.06 %     3.05 %     2.75 %     3.06 %     2.78 %
    Yield on earning assets(5)   5.80 %     5.77 %     5.84 %     5.78 %     5.82 %
    Yield on earning assets FTE(2)(5)   5.88 %     5.85 %     5.92 %     5.87 %     5.90 %
    Cost of funds   2.09 %     2.07 %     2.32 %     2.08 %     2.29 %
    Cost of deposits   2.05 %     2.03 %     2.31 %     2.04 %     2.23 %
    Non-interest income to total revenue FTE(6)   16.04 %     14.79 %     14.13 %     15.42 %     15.65 %
    Efficiency ratio   60.24 %     60.76 %     64.62 %     60.50 %     63.17 %
    Efficiency ratio excluding other intangible assets amortization FTE(2)   57.32 %     57.74 %     61.52 %     57.53 %     60.14 %
    Pre-provision net revenue $ 41,544     $ 40,050     $ 34,528     $ 81,594     $ 73,418  
    Pre-provision net revenue FTE(2)   43,456       41,960       36,239       85,416       76,821  
                                 
    Total Loans Asset Quality Data(7)(8)                            
    Non-performing loans to total loans   0.45 %     0.45 %     0.34 %     0.45 %     0.34 %
    Non-performing assets to total loans and OREO   0.45 %     0.46 %     0.36 %     0.45 %     0.36 %
    Allowance for credit losses to total loans   1.19 %     1.18 %     1.25 %     1.19 %     1.25 %
    Allowance for credit losses to non-performing loans   266.66 %     260.52 %     370.18 %     266.66 %     370.18 %
    Net charge-offs to average loans   0.05 %     0.80 %     0.22 %     0.43 %     0.11 %

                                                          

    (1 )   Ratios are annualized.
    (2 )   Ratio represents non-GAAP financial measure. See non-GAAP reconciliations below.
    (3 )   Net interest margin represents net interest income, including accretion income on interest earning assets, as a percentage of average interest earning assets.
    (4 )   Interest rate spread represents the difference between the weighted average yield on interest earning assets, including FTE income, and the weighted average cost of interest bearing liabilities. Ratio represents a non-GAAP financial measure.
    (5 )   Interest earning assets include assets that earn interest/accretion or dividends. Any market value adjustments on investment securities or loans are excluded from interest earning assets.
    (6 )   Non-interest income to total revenue represents non-interest income divided by the sum of net interest income FTE and non-interest income. Ratio represents a non-GAAP financial measure.
    (7 )   Non-performing loans consist of non-accruing loans and modified loans on non-accrual.
    (8 )   Total loans are net of unearned discounts and fees.

    NATIONAL BANK HOLDINGS CORPORATION
    NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS
    (Dollars in thousands, except share and per share data)

    Tangible Common Book Value Ratios

                           
      June 30, 2025   March 31, 2025   December 31, 2024   June 30, 2024
    Total shareholders’ equity $ 1,352,496     $ 1,329,308     $ 1,305,075     $ 1,247,644  
    Less: goodwill and other intangible assets, net   (352,854 )     (354,800 )     (356,777 )     (360,732 )
    Add: deferred tax liability related to goodwill   13,741       13,638       13,535       12,871  
    Tangible common equity (non-GAAP) $ 1,013,383     $ 988,146     $ 961,833     $ 899,783  
                           
    Total assets $ 9,998,729     $ 10,098,870     $ 9,807,693     $ 9,970,851  
    Less: goodwill and other intangible assets, net   (352,854 )     (354,800 )     (356,777 )     (360,732 )
    Add: deferred tax liability related to goodwill   13,741       13,638       13,535       12,871  
    Tangible assets (non-GAAP) $ 9,659,616     $ 9,757,708     $ 9,464,451     $ 9,622,990  
                           
    Tangible common equity to tangible assets calculations:                      
    Total shareholders’ equity to total assets   13.53 %     13.16 %     13.31 %     12.51 %
    Less: impact of goodwill and other intangible assets, net   (3.04 )%     (3.03 )%     (3.15 )%     (3.16 )%
    Tangible common equity to tangible assets (non-GAAP)   10.49 %     10.13 %     10.16 %     9.35 %
                           
    Tangible common book value per share calculations:                      
    Tangible common equity (non-GAAP) $ 1,013,383     $ 988,146     $ 961,833     $ 899,783  
    Divided by: ending shares outstanding   38,045,622       38,094,105       38,054,482       37,899,453  
    Tangible common book value per share (non-GAAP) $ 26.64     $ 25.94     $ 25.28     $ 23.74  

    NATIONAL BANK HOLDINGS CORPORATION
    (Dollars in thousands, except share and per share data)
    Return on Average Tangible Assets and Return on Average Tangible Equity

                                 
      As of and for the three months ended   As of and for the six months ended
      June 30,   March 31,    June 30,    June 30,   June 30, 
      2025   2025   2024   2025   2024
    Net income $ 34,022     $ 24,231     $ 26,135     $ 58,253     $ 57,526  
    Add: impact of other intangible assets amortization expense, after tax   1,492       1,516       1,516       3,006       3,055  
    Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP) $ 35,514     $ 25,747     $ 27,651     $ 61,259     $ 60,581  
                                 
    Average assets $ 9,873,135     $ 9,916,023     $ 9,891,665     $ 9,894,461     $ 9,889,963  
    Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill   (340,330 )     (342,425 )     (349,030 )     (341,320 )     (350,040 )
    Average tangible assets (non-GAAP) $ 9,532,805     $ 9,573,598     $ 9,542,635     $ 9,553,141     $ 9,539,923  
                                 
    Average shareholders’ equity $ 1,344,767     $ 1,323,915     $ 1,243,156     $ 1,334,399     $ 1,234,719  
    Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill   (340,330 )     (342,425 )     (349,030 )     (341,320 )     (350,040 )
    Average tangible common equity (non-GAAP) $ 1,004,437     $ 981,490     $ 894,126     $ 993,079     $ 884,679  
                                 
    Return on average assets   1.38 %     0.99 %     1.06 %     1.19 %     1.17 %
    Return on average tangible assets (non-GAAP)   1.49 %     1.09 %     1.17 %     1.29 %     1.28 %
    Return on average equity   10.15 %     7.42 %     8.46 %     8.80 %     9.37 %
    Return on average tangible common equity (non-GAAP)   14.18 %     10.64 %     12.44 %     12.44 %     13.77 %

    Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin

                                 
      As of and for the three months ended   As of and for the six months ended
      June 30,   March 31,    June 30,    June 30,   June 30, 
      2025   2025   2024   2025   2024
    Interest income $ 131,220     $ 129,963     $ 132,447     $ 261,183     $ 264,179  
    Add: impact of taxable equivalent adjustment   1,912       1,910       1,711       3,822       3,403  
    Interest income FTE (non-GAAP) $ 133,132     $ 131,873     $ 134,158     $ 265,005     $ 267,582  
                                 
    Net interest income $ 87,409     $ 86,691     $ 83,574     $ 174,100     $ 167,604  
    Add: impact of taxable equivalent adjustment   1,912       1,910       1,711       3,822       3,403  
    Net interest income FTE (non-GAAP) $ 89,321     $ 88,601     $ 85,285     $ 177,922     $ 171,007  
                                 
    Average earning assets $ 9,076,494     $ 9,139,904     $ 9,117,766     $ 9,108,023     $ 9,122,548  
    Yield on earning assets   5.80 %     5.77 %     5.84 %     5.78 %     5.82 %
    Yield on earning assets FTE (non-GAAP)   5.88 %     5.85 %     5.92 %     5.87 %     5.90 %
    Net interest margin   3.86 %     3.85 %     3.69 %     3.85 %     3.69 %
    Net interest margin FTE (non-GAAP)   3.95 %     3.93 %     3.76 %     3.94 %     3.77 %

    Efficiency Ratio and Pre-Provision Net Revenue

                                 
      As of and for the three months ended   As of and for the six months ended
      June 30,   March 31,    June 30,    June 30,   June 30, 
      2025   2025   2024   2025   2024
    Net interest income $ 87,409     $ 86,691     $ 83,574     $ 174,100     $ 167,604  
    Add: impact of taxable equivalent adjustment   1,912       1,910       1,711       3,822       3,403  
    Net interest income FTE (non-GAAP) $ 89,321     $ 88,601     $ 85,285     $ 177,922     $ 171,007  
                                 
    Non-interest income $ 17,066     $ 15,376     $ 14,029     $ 32,442     $ 31,723  
                                 
    Non-interest expense $ 62,931     $ 62,017     $ 63,075     $ 124,948     $ 125,909  
    Less: other intangible assets amortization   (1,947 )     (1,977 )     (1,977 )     (3,924 )     (3,985 )
    Non-interest expense excluding other intangible assets amortization (non-GAAP) $ 60,984     $ 60,040     $ 61,098     $ 121,024     $ 121,924  
                                 
    Efficiency ratio   60.24 %     60.76 %     64.62 %     60.50 %     63.17 %
    Efficiency ratio excluding other intangible assets amortization FTE (non-GAAP)   57.32 %     57.74 %     61.52 %     57.53 %     60.14 %
    Pre-provision net revenue (non-GAAP) $ 41,544     $ 40,050     $ 34,528     $ 81,594     $ 73,418  
    Pre-provision net revenue, FTE (non-GAAP)   43,456       41,960       36,239       85,416       76,821  

    The MIL Network –

  • MIL-OSI: Orrstown Financial Services, Inc. Reports Second Quarter 2025 Results and Announces Dividend Increase

    Source: GlobeNewswire (MIL-OSI)

    • Net income of $19.4 million, or $1.01 per diluted share, for the three months ended June 30, 2025 compared to net income of $18.1 million, or $0.93 per diluted share, for the three months ended March 31, 2025; the second quarter of 2025 included $1.0 million in merger-related expenses compared to $1.6 million in merger-related expenses for the first quarter of 2025;
    • Excluding the impact of the merger-related expenses referenced above, net of taxes, net income and diluted earnings per share were $20.2 million(1) and $1.04(1), respectively, for the second quarter of 2025 compared to $19.3 million(1) and $1.00(1), respectively, for the first quarter of 2025;
    • Net interest margin, on a tax equivalent basis, was 4.07% in the second quarter of 2025 compared to 4.00% in the first quarter of 2025; the net accretion of purchase accounting marks positively impacted the margin by 50 basis points in the second quarter of 2025;
    • Return on average assets was 1.45% and return on average equity was 14.56% for the three months ended June 30, 2025, compared to 1.35% and 13.98% for the return on average assets and return on average equity, respectively, for the three months ended March 31, 2025;
    • Excluding the impact of the merger-related expenses referenced above, net of taxes, adjusted return on average assets was 1.51%(1) and adjusted return on average equity was 15.12%(1) for the three months ended June 30, 2025 compared to 1.45%(1) and 14.97%(1), respectively, for the three months ended March 31, 2025;
    • Loans increased by $55.4 million, or 6% annualized, from March 31, 2025 to June 30, 2025; classified loans decreased by $10.4 million from $76.2 million at March 31, 2025 to $65.8 million at June 30, 2025;
    • Noninterest income increased by $1.3 million from $11.6 million for the three months ended March 31, 2025 to $12.9 million for the three months ended June 30, 2025;
    • Noninterest expense decreased by $0.6 million from $38.2 million for the three months ended March 31, 2025 to $37.6 million for the three months ended June 30, 2025, reflecting a decline in merger-related expenses during the second quarter of 2025; merger-related costs are not expected to be meaningful going forward; the second quarter of 2025 also included $0.6 million of severance charges in salaries and employee benefits expense;
    • Efficiency ratio decreased from 63.2% for the three months ended March 31, 2025 to 60.3% for the three months ended June 30, 2025; excluding the impact of the merger-related expenses, the efficiency ratio was 58.7%(1) for the three months ended June 30, 2025 compared to 60.5%(1) for the three months ended March 31, 2025;
    • Tangible common equity increased to 8.3% at June 30, 2025 compared to 7.9% at March 31, 2025;
    • Tangible book value per common share(1) increased to $22.77 per share at June 30, 2025 compared to $21.99 per share at March 31, 2025;
    • The Board of Directors authorized a share repurchase program on June 20, 2025, through which the Company could repurchase up to 500,000 shares of its common stock;
    • The Board of Directors declared a cash dividend of $0.27 per common share, payable August 12, 2025, to shareholders of record as of August 5, 2025; this represents a $0.01 per share increase in the Company’s quarter cash dividend; the dividend has increased by 35% since the closing of the merger with Codorus Valley Bancorp.

    (1) Non-GAAP measure. See Appendix A for additional information.

    HARRISBURG, Pa., July 22, 2025 (GLOBE NEWSWIRE) — Orrstown Financial Services, Inc. (NASDAQ: ORRF), the parent company of Orrstown Bank (the “Bank”), announced earnings for the periods ended June 30, 2025. Net income totaled $19.4 million for the three months ended June 30, 2025, compared to net income of $18.1 million for the three months ended March 31, 2025 and net income of $7.7 million for the three months ended June 30, 2024. Diluted earnings per share was $1.01 for the three months ended June 30, 2025, compared to diluted earnings per share of $0.93 for the three months ended March 31, 2025 and diluted earnings per share of $0.73 for the three months ended June 30, 2024. For the second quarter of 2025, excluding the impact of merger-related expenses, net of taxes, net income and diluted earnings per share were $20.2 million(1) and $1.04(1), respectively. For the first quarter of 2025, excluding the impact of merger-related expenses, net of taxes, net income and diluted earnings per share were $19.3 million(1) and $1.00(1), respectively. For the second quarter of 2024, excluding the impact of the merger-related expenses, net of taxes, net income and diluted earnings per share were $8.7 million(1) and $0.83(1), respectively.

    “At the one-year mark after the merger with Codorus Valley Bancorp, we are very pleased to have achieved metrics near top of peers, with significant upside opportunities in front of us,” said Thomas R. Quinn, Jr., President and Chief Executive Officer. “In the second quarter, we experienced positive traction on loan production. While commercial loan growth was lower than expected, our pipeline remains strong as we head into the third quarter. We remain prudent with our lending decisions and will not compromise on credit quality. Net interest margin improved in the quarter with good momentum going into the remainder of the year. While expenses remain slightly elevated, we do not anticipate any further meaningful merger-related expenses and continue to implement process improvements that will enhance efficiency and facilitate future growth. We believe that our strong credit metrics and capital generation have positioned us well for the future.”

    (1) Non-GAAP measure. See Appendix A for additional information.


    DISCUSSION OF RESULTS

    Balance Sheet

    Loans

    Loans held for investment increased by $55.4 million and totaled $3.9 billion at both June 30, 2025 and March 31, 2025. Commercial loans increased by $16.1 million, or 2% annualized, and residential mortgages increased by $37.9 million from March 31, 2025 to June 30, 2025. The increase in loans included a purchase of property assessed clean energy (“PACE”) loans totaling $25.4 million.

    Investment Securities

    Investment securities, all of which are classified as available-for-sale, increased by $29.9 million to $885.4 million at June 30, 2025 from $855.5 million at March 31, 2025. During the second quarter of 2025, the Bank purchased $50.1 million of investment securities, which was partially offset by paydowns totaling $20.4 million. The overall duration of the Company’s investment securities portfolio was 4.5 years at June 30, 2025 compared to 4.3 years at March 31, 2025. See Appendix B for a summary of the Bank’s investment securities at June 30, 2025, highlighting their concentrations, credit ratings and credit enhancement levels.

    Deposits

    During the second quarter of 2025, deposits decreased by $117.1 million and totaled $4.5 billion at June 30, 2025 compared to $4.6 billion March 31, 2025. Time deposits, money market deposits, non-interest bearing demand deposits, saving deposits and interest-bearing demand deposits decreased by $58.0 million, $35.8 million, $13.9 million, $6.2 million and $3.2 million, respectively, from March 31, 2025 to June 30, 2025. The declines in time deposits and money market deposits are due to continued run-off in higher yielding promotional balances. The decreases in the other categories were consistent with normal cyclical activity. As a result of the decrease in total deposits, the Bank’s loan-to-deposit ratio increased to 87% at June 30, 2025 from 84% at March 31, 2025.

    Borrowings

    The Bank actively manages its liquidity position through its various sources of funding to meet the needs of its clients. FHLB advances and other borrowings were $136.3 million at June 30, 2025 compared to $100.3 million at March 31, 2025. The increase was due to higher utilization of overnight borrowings during the second quarter of 2025 as deposit balances declined and lending and investing activities increased. The Bank seeks to maintain sufficient liquidity to ensure client needs can be addressed in a timely basis. The Bank had available alternative funding sources, such as FHLB advances and other wholesale options, of approximately $1.7 billion at June 30, 2025.

    Income Statement

    Net Interest Income and Margin

    Net interest income was $49.5 million for the three months ended June 30, 2025 compared to $48.8 million for the three months ended March 31, 2025. The net interest margin, on a tax equivalent basis, increased to 4.07% in the second quarter of 2025 from 4.00% in the first quarter of 2025. This increase is primarily the result of the cost of funds declining by 12 basis points from the first quarter of 2025 to the second quarter of 2025. This was partially offset by a decrease of seven basis points in the yield on loans from the three months ended March 31, 2025 to the three months ended June 30, 2025. This decrease was due to a reduction in accelerated accretion on acquired loans over that period. The second quarter 2025 net interest margin reflects the full impact of deposit rate reductions implemented in the prior quarter as well as the runoff of higher rate time deposits and money market balances.

    The net interest margin was positively impacted by the net accretion impact of purchase accounting marks on loans, securities, deposits and borrowings of $5.2 million during the second quarter of 2025 compared to $6.9 million for the first quarter of 2025. This change was due primarily to lower accelerated accretion in the three months ended June 30, 2025.

    Interest income on loans, on a tax equivalent basis, decreased by $0.4 million to $63.2 million for the three months ended June 30, 2025 compared to $63.6 million for the three months ended March 31, 2025. Average loans decreased by $14.7 million during the three months ended June 30, 2025 compared to the three months ended March 31, 2025. The accretion of purchase accounting marks on loans totaled $4.9 million during the second quarter of 2025 compared to $6.6 million during the first quarter of 2025.

    Interest income on investment securities, on a tax equivalent basis, was $10.6 million for the second quarter of 2025 compared to $10.1 million in the first quarter of 2025, an increase of $0.5 million. Average investment securities increased by $39.0 million during the three months ended June 30, 2025 compared to the three months ended March 31, 2025 primarily due to the aforementioned purchases.

    Interest expense, on a tax equivalent basis, decreased by $1.5 million to $25.3 million for the three months ended June 30, 2025 compared to $26.8 million for the three months ended March 31, 2025. Average interest-bearing deposits decreased by $70.3 million during the three months ended June 30, 2025 compared to the three months ended March 31, 2025. The cost of interest-bearing deposits declined by 14 basis points from the first quarter of 2025 to the second quarter of 2025. In addition, interest expense includes $0.4 million and $0.6 million of amortization of purchase accounting marks on interest bearing liabilities for the three months ended June 30, 2025 and March 31, 2025, respectively.

    Provision for Credit Losses on Loans

    The allowance for credit losses (“ACL”) on loans increased to $47.9 million at June 30, 2025 from $47.8 million at March 31, 2025. The ACL to total loans was 1.22% at June 30, 2025 compared to 1.23% at March 31, 2025. The Company recorded provision expense of $0.2 million for the three months ended June 30, 2025 compared to a recovery in the provision for credit losses on loans of $0.6 million for the three months ended March 31, 2025 . Net charge-offs were $0.1 million for the three months ended June 30, 2025 compared to $0.3 million for the three months ended March 31, 2025.

    Classified loans decreased by $10.4 million to $65.8 million at June 30, 2025 from $76.2 million at March 31, 2025 due to net upgrades and loan repayments. Non-accrual loans totaled $22.4 million at June 30, 2025 compared to $22.7 million at March 31, 2025. Nonaccrual loans to total loans decreased to 0.57% at June 30, 2025 compared to 0.59% at March 31, 2025. Management believes the ACL to be adequate based on current asset quality metrics and economic forecasts.

    Noninterest Income

    Noninterest income increased by $1.3 million to $12.9 million for the three months ended June 30, 2025 from $11.6 million for the three months ended March 31, 2025.

    Swap fee income increased by $0.3 million to $0.7 million for the three months ended June 30, 2025 compared to $0.4 million for the three months ended March 31, 2025. Swap fee income will fluctuate based on market conditions and client demand.

    Income from service charges was $2.6 million for the three months ended June 30, 2025 compared to $2.4 million for the three months ended March 31, 2025 based on increased cash management services activity.

    Income from mortgage banking activities increased by $0.2 million from $0.3 million in the three months ended March 31, 2025 to $0.5 million in the three months ended June 30, 2025. The first quarter of 2025 included a decrease of $0.2 million in the fair value of mortgage servicing rights.

    Wealth management income decreased by $0.2 million to $5.2 million for the three months ended June 30, 2025 compared to $5.4 million for the three months ended March 31, 2025.

    Other income increased by $0.7 million to $2.4 million for the three months ended June 30, 2025 compared to $1.7 million for the three months ended March 31, 2025. During the second quarter of 2025, the Bank recorded $0.3 million in solar tax credits and a gain on the sale of other real estate owned of $0.1 million.

    Noninterest Expenses

    Noninterest expenses decreased by $0.6 million to $37.6 million in the three months ended June 30, 2025 from $38.2 million in the three months ended March 31, 2025.

    For the three months ended June 30, 2025, merger-related expenses totaled $1.0 million, a decrease of $0.6 million, compared to $1.6 million for the three months ended March 31, 2025. The merger-related costs incurred in the second quarter of 2025 primarily included software conversion costs. The Company does not expect to incur meaningful merger-related expenses going forward.

    Salaries and benefits expense increased by $1.0 million to $21.4 million for the three months ended June 30, 2025 compared to $20.4 million for the three months ended March 31, 2025. The increase during the second quarter of 2025 includes $0.6 million of severance costs, the impact of merit salary increases in May and the impact of one extra day in the quarter.

    Occupancy, furniture and equipment expenses decreased by $0.5 million to $4.2 million for the three months ended June 30, 2025 from $4.7 million for the three months ended March 31, 2025 primarily due to the seasonal expenses incurred during the first quarter of 2025.

    Professional services expense increased by $0.2 million from the three months ended March 31, 2025 to the three months ended June 30, 2025. During the quarter, the Company continued to utilize an elevated level of third-party assistance to enhance daily functions and operational processes throughout the organization. While the Company will remain reliant on these services into the second half of 2025, the Company expects expenses related to these services to decline beginning in the third quarter of 2025.

    Advertising and bank promotions expense increased by $0.6 million to $1.1 million in the three months ended June 30, 2025 from $0.5 million in the three months ended March 31, 2025 due to $0.7 million in contributions to tax credit programs during the second quarter of 2025. Taxes other than income decreased by $0.6 million in the three months ended June 30, 2025 compared to the three months ended March 31, 2025. This decrease reflects the tax impact of the contributions referenced above.

    Income Taxes

    The Company’s effective tax rate was 21.3% for the second quarter of 2025 compared to 20.7% for the first quarter of 2025. The Company’s effective tax rate for the three months ended June 30, 2025 is greater than the 21% federal statutory rate primarily due to the disallowed portion of interest expense against earnings in association with the Bank’s tax-exempt investments under the Tax Equity and Fiscal Responsibility Act of 1982 partially offset by the benefit of tax-exempt income, including interest earned on tax-exempt loans and securities and income from life insurance policies and tax credits. The Company regularly analyzes its projected taxable income and makes adjustments to the provision for income taxes accordingly.

    Capital

    Shareholders’ equity totaled $548.4 million at June 30, 2025 compared to $532.9 million at March 31, 2025. The increase is due to net income of $19.4 million and share-based compensation activity of $1.6 million, partially offset by dividend payments of $5.1 million and other comprehensive losses of $0.5 million.

    Tangible book value per common share(1) increased to $22.77 per share at June 30, 2025 from $21.99 per share at March 31, 2025. The Company’s tangible common equity ratio was 8.3% at June 30, 2025 compared to 7.9% at March 31, 2025. Average tangible common equity per common share(1) was $18.43 at June 30, 2025 compared to $17.91 at March 31, 2025.

    The Company’s capital ratios increased during the three months ended June 30, 2025 due primarily to earnings. The Company’s tier 1 common equity, tier 1 and total risk-based capital ratios were 10.9%, 11.1% and 13.3%, respectively, at June 30, 2025 compared to 10.6%, 10.8% and 13.1%, respectively, at March 31, 2025. The Company’s Tier 1 leverage ratio increased to 9.0% at June 30, 2025 compared to 8.6% at March 31, 2025.

    At June 30, 2025, all four capital ratios applicable to the Company were above regulatory minimum levels to be deemed “well capitalized” under current bank regulatory guidelines. The Company continues to believe that capital is adequate to support the risks inherent in the balance sheet, as well as growth requirements.

    The Board of Directors authorized a share repurchase program on June 20, 2025, through which the Company could repurchase up to 500,000 shares of its common stock. The Company repurchased 2,134 common shares during the second quarter of 2025.

    (1) Non-GAAP measure. See Appendix A for additional information.


    Investor Relations Contact:
    Neelesh Kalani
    Executive Vice President, Chief Financial Officer
    Phone (717) 510-7097

    FINANCIAL HIGHLIGHTS (Unaudited)    		              
                   
                   
      Three Months Ended   Six Months Ended
      June 30,   June 30,   June 30,   June 30,
    (In thousands)   2025       2024       2025       2024  
                   
    Profitability for the period:              
    Net interest income $ 49,512     $ 26,103     $ 98,273     $ 52,984  
    Provision for (Recovery of) credit losses – loans   209       812       (345 )     1,233  
    Recovery of credit losses – unfunded loan commitments   (100 )     —       (100 )     (123 )
    Noninterest income   12,915       7,172       24,539       13,802  
    Noninterest expenses   37,614       22,639       75,790       45,108  
    Income before income tax expense   24,704       9,824       47,467       20,568  
    Income tax expense   5,256       2,086       9,968       4,299  
    Net income available to common shareholders $ 19,448     $ 7,738     $ 37,499     $ 16,269  
                   
    Financial ratios:              
    Return on average assets (1)   1.45 %     0.97 %     1.40 %     1.04 %
    Return on average assets, adjusted (1) (2) (3)   1.51 %     1.09 %     1.48 %     1.14 %
    Return on average equity (1)   14.56 %     11.41 %     14.28 %     12.09 %
    Return on average equity, adjusted (1) (2) (3)   15.12 %     12.88 %     15.05 %     13.33 %
    Net interest margin (1)   4.07 %     3.54 %     4.04 %     3.65 %
    Efficiency ratio   60.3 %     68.0 %     61.7 %     67.5 %
    Efficiency ratio, adjusted (2) (3)   58.7 %     64.6 %     59.6 %     64.8 %
    Income per common share:              
    Basic $ 1.01     $ 0.74     $ 1.96     $ 1.57  
    Basic, adjusted (2) (3) $ 1.05     $ 0.84     $ 2.06     $ 1.73  
    Diluted $ 1.01     $ 0.73     $ 1.94     $ 1.55  
    Diluted, adjusted (2) (3) $ 1.04     $ 0.83     $ 2.04     $ 1.71  
                   
    Average equity to average assets   9.97 %     8.50 %     9.81 %     8.58 %
                   
    (1) Annualized for the three and six months ended June 30, 2025 and 2024.
    (2) Ratio has been adjusted for the non-recurring charges for all periods presented.
    (3) Non-GAAP based financial measure. Please refer to Appendix A – Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein.
    FINANCIAL HIGHLIGHTS (Unaudited)      
    (continued)      
      June 30,   December 31,
    (Dollars in thousands, except per share amounts)   2025       2024  
    At period-end:      
    Total assets $ 5,387,645     $ 5,441,589  
    Loans, net of allowance for credit losses   3,883,481       3,882,525  
    Loans held-for-sale, at fair value   5,206       6,614  
    Securities available for sale, at fair value   885,373       829,711  
    Total deposits   4,516,625       4,623,096  
    FHLB advances and other borrowings and Securities sold under agreements to repurchase   166,381       141,227  
    Subordinated notes and trust preferred debt   69,021       68,680  
    Shareholders’ equity   548,448       516,682  
           
    Credit quality and capital ratios (1):      
    Allowance for credit losses to total loans   1.22 %     1.24 %
    Total nonaccrual loans to total loans   0.57 %     0.61 %
    Nonperforming assets to total assets   0.42 %     0.45 %
    Allowance for credit losses to nonaccrual loans   214 %     202 %
    Total risk-based capital:      
    Orrstown Financial Services, Inc.   13.3 %     12.4 %
    Orrstown Bank   13.3 %     12.4 %
    Tier 1 risk-based capital:      
    Orrstown Financial Services, Inc.   11.1 %     10.2 %
    Orrstown Bank   12.1 %     11.2 %
    Tier 1 common equity risk-based capital:      
    Orrstown Financial Services, Inc.   10.9 %     10.0 %
    Orrstown Bank   12.1 %     11.2 %
    Tier 1 leverage capital:      
    Orrstown Financial Services, Inc.   9.0 %     8.3 %
    Orrstown Bank   9.8 %     9.1 %
           
    Book value per common share $ 28.07     $ 26.65  
           
    (1) Capital ratios are estimated for the current period, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses (“CECL”) to regulatory capital. Beginning in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the CECL standard.
    ORRSTOWN FINANCIAL SERVICES, INC.      
    CONSOLIDATED BALANCE SHEETS (Unaudited)      
           
    (Dollars in thousands, except per share amounts) June 30, 2025   December 31, 2024
    Assets      
    Cash and due from banks $ 54,335     $ 51,026  
    Interest-bearing deposits with banks   95,042       197,848  
    Cash and cash equivalents   149,377       248,874  
    Restricted investments in bank stocks   21,204       20,232  
    Securities available for sale (amortized cost of $916,830 and $864,920 at June 30, 2025 and December 31, 2024, respectively)   885,373       829,711  
    Loans held for sale, at fair value   5,206       6,614  
    Loans   3,931,379       3,931,214  
    Less: Allowance for credit losses   (47,898 )     (48,689 )
    Net loans   3,883,481       3,882,525  
    Premises and equipment, net   51,703       50,217  
    Cash surrender value of life insurance   145,760       143,854  
    Goodwill   69,751       68,106  
    Other intangible assets, net   42,748       47,765  
    Accrued interest receivable   19,958       21,058  
    Deferred tax assets, net   36,683       42,647  
    Other assets   76,401       79,986  
    Total assets $ 5,387,645     $ 5,441,589  
           
    Liabilities      
    Deposits:      
    Noninterest-bearing $ 918,263     $ 894,176  
    Interest-bearing   3,598,362       3,728,920  
    Total deposits   4,516,625       4,623,096  
    Securities sold under agreements to repurchase and federal funds purchased   30,047       25,863  
    FHLB advances and other borrowings   136,334       115,364  
    Subordinated notes and trust preferred debt   69,021       68,680  
    Other liabilities   87,170       91,904  
    Total liabilities   4,839,197       4,924,907  
           
    Shareholders’ Equity      
    Preferred stock, $1.25 par value per share; 500,000 shares authorized; no shares issued or outstanding   —       —  
    Common stock, no par value—$0.05205 stated value per share; 50,000,000 shares authorized; 19,713,126 shares issued and 19,535,835 outstanding at June 30, 2025; 19,722,640 shares issued and 19,389,967 outstanding at December 31, 2024   1,026       1,027  
    Additional paid—in capital   422,349       423,274  
    Retained earnings   153,923       126,540  
    Accumulated other comprehensive loss   (24,479 )     (26,316 )
    Treasury stock— 177,291 and 332,673 shares, at cost at June 30, 2025 and December 31, 2024, respectively   (4,371 )     (7,843 )
    Total shareholders’ equity   548,448       516,682  
    Total liabilities and shareholders’ equity $ 5,387,645     $ 5,441,589  

    ORRSTOWN FINANCIAL SERVICES, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                     
        Three Months Ended   Six Months Ended
        June 30,   June 30,   June 30,   June 30,
    (Dollars in thousands, except per share amounts)     2025       2024       2025       2024  
    Interest income                
    Loans   $ 63,036     $ 35,537     $ 126,468     $ 71,770  
    Investment securities – taxable     9,406       4,999       18,350       9,583  
    Investment securities – tax-exempt     878       881       1,753       1,758  
    Short-term investments     1,513       1,864       3,781       2,820  
    Total interest income     74,833       43,281       150,352       85,931  
    Interest expense                
    Deposits     22,855       15,265       47,115       28,781  
    Securities sold under agreements to repurchase and federal funds purchased     106       27       190       52  
    FHLB advances and other borrowings     1,030       1,152       2,148       2,626  
    Subordinated notes and trust preferred debt     1,330       734       2,626       1,488  
    Total interest expense     25,321       17,178       52,079       32,947  
    Net interest income     49,512       26,103       98,273       52,984  
    Provision for (Recovery of) credit losses – loans     209       812       (345 )     1,233  
    Recovery of credit losses – unfunded loan commitments     (100 )     —       (100 )     (123 )
    Net interest income after provision for (recovery of) credit losses     49,403       25,291       98,718       51,874  
    Noninterest income                
    Service charges     2,630       1,283       5,025       2,483  
    Interchange income     1,441       961       2,868       1,872  
    Swap fee income     669       375       1,063       574  
    Wealth management income     5,267       3,312       10,682       6,414  
    Mortgage banking activities     478       369       780       827  
    Investment securities gains (losses)     8       (12 )     21       (17 )
    Other income     2,422       884       4,100       1,649  
    Total noninterest income     12,915       7,172       24,539       13,802  
    Noninterest expenses                
    Salaries and employee benefits     21,364       13,195       41,752       26,947  
    Occupancy, furniture and equipment     4,211       2,705       8,886       5,344  
    Data processing     965       1,237       1,889       2,502  
    Advertising and bank promotions     1,077       774       1,576       1,172  
    FDIC insurance     674       419       1,498       860  
    Professional services     2,016       801       3,842       1,432  
    Taxes other than income     295       49       1,237       543  
    Intangible asset amortization     2,472       215       5,007       440  
    Merger-related expenses     968       1,135       2,617       1,807  
    Restructuring expenses     —       —       91       —  
    Other operating expenses     3,572       2,109       7,395       4,061  
    Total noninterest expenses     37,614       22,639       75,790       45,108  
    Income before income tax expense     24,704       9,824       47,467       20,568  
    Income tax expense     5,256       2,086       9,968       4,299  
    Net income   $ 19,448     $ 7,738     $ 37,499     $ 16,269  
     
        Three Months Ended   Six Months Ended
        June 30,   June 30,   June 30,   June 30,
          2025       2024       2025       2024  
    Share information:                
    Basic earnings per share   $ 1.01     $ 0.74     $ 1.96     $ 1.57  
    Diluted earnings per share   $ 1.01     $ 0.73     $ 1.94     $ 1.55  
    Dividends paid per share   $ 0.26     $ 0.20     $ 0.52     $ 0.40  
    Weighted average shares – basic     19,173       10,393       19,165       10,371  
    Weighted average shares – diluted     19,342       10,553       19,335       10,517  

    ANALYSIS OF NET INTEREST INCOME    		        
    Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)    
      Three Months Ended
      6/30/2025   3/31/2025   12/31/2024   9/30/2024   6/30/2024
    (In thousands)     Taxable-   Taxable-       Taxable-   Taxable-       Taxable-   Taxable-       Taxable-   Taxable-       Taxable-   Taxable-
    Average   Equivalent   Equivalent   Average   Equivalent   Equivalent   Average   Equivalent   Equivalent   Average   Equivalent   Equivalent   Average   Equivalent   Equivalent
    Balance   Interest   Rate   Balance   Interest   Rate   Balance   Interest   Rate   Balance   Interest   Rate   Balance   Interest   Rate
    Assets                                                          
    Federal funds sold & interest-bearing bank balances $ 136,106   $ 1,513     4.46%   $ 203,347   $ 2,268     4.52%   $ 199,236   $ 2,492     4.96%   $ 184,465   $ 2,452     5.29%   $ 142,868   $ 1,864     5.25%
    Investment securities (1)(2)   904,119     10,626     4.70     865,126     10,052     4.65     849,389     9,887     4.66     849,700     10,123     4.77     538,451     6,114     4.54
    Loans (1)(3)(4)(5)   3,894,979     63,246     6.52     3,909,694     63,641     6.59     3,961,269     68,073     6.82     3,989,259     70,849     7.07     2,324,942     35,690     6.17
    Total interest-earning assets   4,935,203     75,385     6.13     4,978,167     75,961     6.17     5,009,894     80,452     6.38     5,023,424     83,424     6.61     3,006,261     43,668     5.84
    Other assets   439,569             447,530             454,271             491,719             204,863        
    Total assets $ 5,374,772           $ 5,425,697           $ 5,464,165           $ 5,515,143           $ 3,211,124        
    Liabilities and Shareholders’ Equity                                                
    Interest-bearing demand deposits $ 2,463,687     13,880     2.26   $ 2,473,543     14,156     2.32   $ 2,522,885     15,575     2.45   $ 2,554,743     16,165     2.52   $ 1,649,753     10,118     2.47
    Savings deposits   269,309     165     0.25     273,313     165     0.25     272,718     166     0.24     283,337     148     0.21     165,467     140     0.34
    Time deposits   914,108     8,810     3.87     970,588     9,939     4.15     998,963     11,109     4.41     1,014,628     12,290     4.82     481,721     5,007     4.18
    Total interest-bearing deposits   3,647,104     22,855     2.51     3,717,444     24,260     2.65     3,794,566     26,850     2.81     3,852,708     28,603     2.95     2,296,941     15,265     2.67
    Securities sold under agreements to repurchase and federal funds purchased   25,917     106     1.64     26,163     84     1.30     21,572     67     1.23     23,075     96     1.66     13,412     27     0.81
    FHLB advances and other borrowings   104,068     1,030     3.97     112,859     1,118     4.02     115,373     1,165     4.01     115,388     1,154     3.98     115,000     1,152     4.03
    Subordinated notes and trust preferred debt   68,910     1,330     7.74     68,739     1,296     7.65     68,571     1,360     7.88     68,399     1,437     8.36     32,118     734     9.19
    Total interest-bearing liabilities   3,845,999     25,321     2.64     3,925,205     26,758     2.76     4,000,082     29,442     2.92     4,059,570     31,290     3.07     2,457,471     17,178     2.81
    Noninterest-bearing demand deposits   904,031             887,726             849,999             807,886             423,037        
    Other liabilities   89,058             89,077             97,685             110,017             57,828        
    Total liabilities   4,839,088             4,902,008             4,947,766             4,977,473             2,938,336        
    Shareholders’ equity   535,684             523,689             516,399             537,670             272,788        
    Total $ 5,374,772           $ 5,425,697           $ 5,464,165           $ 5,515,143           $ 3,211,124        
    Taxable-equivalent net interest income / net interest spread       50,064     3.49%         49,203     3.41%         51,010     3.46%         52,134     3.55%         26,490     3.02%
    Taxable-equivalent net interest margin         4.07%           4.00%           4.05%           4.14%           3.54%
    Taxable-equivalent adjustment       (552 )             (442 )             (437 )             (437 )             (387 )    
    Net interest income     $ 49,512             $ 48,761             $ 50,573             $ 51,697             $ 26,103      
    Ratio of average interest-earning assets to average interest-bearing liabilities         128%           127%           125%           124%           122%
                                                               
                                                               
    NOTES:                                                          
    (1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate.
    (2) Average balance of investment securities is computed at fair value.
    (3) Average balances include nonaccrual loans.
    (4) Interest income on loans includes prepayment and late fees, where applicable.
    (5) Interest income on loans includes accretion on purchase accounting marks of $4.9 million, $6.6 million, $7.6 million, $7.3 million and $0.2 million for the three months ended June 30, 2025, March 31, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, respectively.
    ANALYSIS OF NET INTEREST INCOME        
    Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)    
    (continued)                      
      Six Months Ended
      June 30, 2025   June 30, 2024
          Taxable-   Taxable-       Taxable-   Taxable-
      Average   Equivalent   Equivalent   Average   Equivalent   Equivalent
    (In thousands) Balance   Interest   Rate   Balance   Interest   Rate
    Assets                      
    Federal funds sold & interest-bearing bank balances $ 169,541   $ 3,781     4.50 %   $ 108,695   $ 2,820     5.22 %
    Investment securities (1)(2)   884,730     20,787     4.70       529,151     11,808     4.47  
    Loans (1)(3)(4)(5)(6)   3,902,295     126,883     6.56       2,316,522     72,072     6.25  
    Total interest-earning assets   4,956,566     151,451     6.15       2,954,368     86,700     5.90  
    Other assets   443,528             200,580        
    Total assets $ 5,400,094           $ 3,154,948        
    Liabilities and Shareholders’ Equity                      
    Interest-bearing demand deposits $ 2,468,589     28,036     2.29     $ 1,610,188     19,310     2.41  
    Savings deposits   271,104     330     0.25       167,736     284     0.34  
    Time deposits   942,387     18,749     4.01       455,082     9,187     4.06  
    Total interest-bearing deposits   3,682,080     47,115     2.58       2,233,006     28,781     2.59  
    Securities sold under agreements to repurchase and federal funds purchased   26,039     190     1.47       12,711     52     0.83  
    FHLB advances and other borrowings   108,439     2,148     3.99       126,253     2,626     4.18  
    Subordinated notes and trust preferred debt   68,825     2,626     7.69       32,109     1,488     9.32  
    Total interest-bearing liabilities   3,885,383     52,079     2.70       2,404,079     32,947     2.76  
    Noninterest-bearing demand deposits   895,924             420,253        
    Other liabilities   89,067             60,078        
    Total liabilities   4,870,374             2,884,410        
    Shareholders’ equity   529,720             270,538        
    Total liabilities and shareholders’ equity $ 5,400,094           $ 3,154,948        
    Taxable-equivalent net interest income / net interest spread       99,372     3.45 %         53,753     3.14 %
    Taxable-equivalent net interest margin         4.04 %           3.65 %
    Taxable-equivalent adjustment       (1,099 )             (769 )    
    Net interest income     $ 98,273             $ 52,984      
    Ratio of average interest-earning assets to average interest-bearing liabilities         128 %           123 %
                           
    NOTES TO ANALYSIS OF NET INTEREST INCOME:                
    (1) Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate.
    (2) Average balance of investment securities is computed at fair value.
    (3) Average balances include nonaccrual loans.
    (4) Interest income on loans includes prepayment and late fees, where applicable.
    (5) Interest income on loans includes interest recovered of $1.6 million from the payoff of a commercial real estate loan on nonaccrual status for the six months ended June 30, 2024.
    (6) Interest income on loans includes accretion on purchase accounting marks of $11.5 million and $0.3 million for the six months ended June 30, 2025 and 2024, respectively.
    ORRSTOWN FINANCIAL SERVICES, INC.        
    HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)        
                       
    (In thousands) June 30,
    2025    		   March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024
    Profitability for the quarter:                  
    Net interest income $ 49,512     $ 48,761     $ 50,573     $ 51,697     $ 26,103  
    Provision for (Recovery of) credit losses   109       (554 )     1,755       13,681       812  
    Noninterest income   12,915       11,624       11,247       12,386       7,172  
    Noninterest expenses   37,614       38,176       42,930       60,299       22,639  
    Income (loss) before income taxes   24,704       22,763       17,135       (9,897 )     9,824  
    Income tax expense (benefit)   5,256       4,712       3,451       (1,994 )     2,086  
    Net income (loss) $ 19,448     $ 18,051     $ 13,684     $ (7,903 )   $ 7,738  
                       
    Financial ratios:                  
    Return on average assets (1)   1.45 %     1.35 %     1.00 %   (0.57)%     0.97 %
    Return on average assets, adjusted (1)(2)(3)   1.51 %     1.45 %     1.22 %     1.55 %     1.09 %
    Return on average equity (1)   14.56 %     13.98 %     10.54 %   (5.85)%     11.41 %
    Return on average equity, adjusted (1)(2)(3)   15.12 %     14.97 %     12.86 %     15.85 %     12.88 %
    Net interest margin (1)   4.07 %     4.00 %     4.05 %     4.14 %     3.54 %
    Efficiency ratio   60.3 %     63.2 %     69.4 %     94.1 %     68.0 %
    Efficiency ratio, adjusted (2)(3)   58.7 %     60.5 %     62.3 %     60.2 %     64.6 %
                       
    Per share information:                  
    Income (loss) per common share:                  
    Basic $ 1.01     $ 0.94     $ 0.72     $ (0.41 )   $ 0.74  
    Basic, adjusted (2)(3)   1.05       1.01       0.87       1.12       0.84  
    Diluted   1.01       0.93       0.71       (0.41 )     0.73  
    Diluted, adjusted (2)(3)   1.04       1.00       0.87       1.11       0.83  
    Book value   28.07       27.32       26.65       26.65       25.97  
    Tangible book value(3)   22.77       21.99       21.19       21.12       24.08  
    Average tangible common equity(3)   18.43       17.91       13.62       (6.49 )     12.35  
    Cash dividends paid   0.26       0.26       0.23       0.23       0.20  
                       
    Average basic shares   19,172       19,157       19,118       19,088       10,393  
    Average diluted shares   19,342       19,328       19,300       19,226       10,553  

    (1)     Annualized.
    (2) Ratio has been adjusted for non-recurring expenses for all periods presented.
    (3) Non-GAAP based financial measure. Please refer to Appendix A – Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein.
     
    ORRSTOWN FINANCIAL SERVICES, INC.                
    HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)        
    (continued)                  
    (In thousands) June 30,
    2025    		   March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024
    Noninterest income:                  
    Service charges $ 2,630   $ 2,395   $ 2,050     $ 2,360   $ 1,283  
    Interchange income   1,441     1,427     1,608       1,779     961  
    Swap fee income   669     394     597       505     375  
    Wealth management income   5,267     5,415     4,902       5,037     3,312  
    Mortgage banking activities   478     302     517       491     369  
    Other income   2,422     1,678     1,578       1,943     884  
    Investment securities gains (losses)   8     13     (5 )     271     (12 )
    Total noninterest income $ 12,915   $ 11,624   $ 11,247     $ 12,386   $ 7,172  
                       
    Noninterest expenses:                  
    Salaries and employee benefits $ 21,364   $ 20,388   $ 22,444     $ 27,190   $ 13,195  
    Occupancy, furniture and equipment   4,211     4,675     4,893       4,333     2,705  
    Data processing   965     924     1,540       2,046     1,237  
    Advertising and bank promotions   1,077     499     878       537     774  
    FDIC insurance   674     824     955       862     419  
    Professional services   2,016     1,826     1,591       1,119     801  
    Taxes other than income   295     942     (312 )     503     49  
    Intangible asset amortization   2,472     2,535     2,838       2,464     215  
    Provision for legal settlement   —     —     478       —     —  
    Merger-related expenses   968     1,649     3,887       16,977     1,135  
    Restructuring expenses   —     91     39       257     —  
    Other operating expenses   3,572     3,823     3,699       4,011     2,109  
    Total noninterest expenses $ 37,614   $ 38,176   $ 42,930     $ 60,299   $ 22,639  
                       
    HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)            
    (continued)                  
    (In thousands) June 30,
    2025    		   March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024
    Balance Sheet at quarter end:                  
    Cash and cash equivalents $ 149,377     $ 287,120     $ 248,874     $ 236,780     $ 132,509  
    Restricted investments in bank stocks   21,204       19,693       20,232       20,247       11,147  
    Securities available for sale   885,373       855,456       829,711       826,828       529,082  
    Loans held for sale, at fair value   5,206       5,261       6,614       3,561       1,562  
    Loans:                  
    Commercial real estate:                  
    Owner occupied   622,315       617,854       633,567       622,726       371,301  
    Non-owner occupied   1,203,038       1,157,383       1,160,238       1,164,501       710,477  
    Multi-family   239,388       257,724       274,135       276,296       151,542  
    Non-owner occupied residential   163,018       168,354       179,512       190,786       89,156  
    Agricultural   124,291       134,916       125,156       129,486       25,551  
    Commercial and industrial   487,063       455,494       451,384       471,983       349,425  
    Acquisition and development:                  
    1-4 family residential construction   38,490       40,621       47,432       56,383       32,439  
    Commercial and land development   198,889       227,434       241,424       262,317       129,883  
    Municipal   28,693       30,780       30,044       27,960       10,594  
    Total commercial loans   3,105,185       3,090,560       3,142,892       3,202,438       1,870,368  
    Residential mortgage:                  
    First lien   472,030       464,642       460,297       451,195       271,153  
    Home equity – term   5,784       9,224       5,988       6,508       4,633  
    Home equity – lines of credit   305,968       295,820       303,561       303,165       192,736  
    Other – term(1)   25,384       —       —       —       —  
    Installment and other loans   17,028       15,739       18,476       18,131       8,713  
    Total loans   3,931,379       3,875,985       3,931,214       3,981,437       2,347,603  
    Allowance for credit losses   (47,898 )     (47,804 )     (48,689 )     (49,630 )     (29,864 )
    Net loans held for investment   3,883,481       3,828,181       3,882,525       3,931,807       2,317,739  
    Goodwill   69,751       68,106       68,106       70,655       18,724  
    Other intangible assets, net   42,748       45,230       47,765       46,144       1,974  
    Total assets   5,387,645       5,441,586       5,441,589       5,470,589       3,198,782  
    Total deposits   4,516,625       4,633,716       4,623,096       4,650,853       2,702,884  
    FHLB advances and other borrowings and Securities sold under agreements to repurchase   166,381       123,480       141,227       137,310       129,625  
    Subordinated notes and trust preferred debt   69,021       68,850       68,680       68,510       32,128  
    Total shareholders’ equity   548,448       532,936       516,682       516,206       278,376  
                       
    (1) Other – term includes property assessed clean energy (“PACE”) loans.
    HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)            
    (continued)                  
      June 30,
    2025    		   March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024
    Capital and credit quality measures(1):                  
    Total risk-based capital:                  
    Orrstown Financial Services, Inc.   13.3 %     13.1 %     12.4 %     12.4 %     13.3 %
    Orrstown Bank   13.3 %     13.0 %     12.4 %     12.2 %     13.1 %
    Tier 1 risk-based capital:                  
    Orrstown Financial Services, Inc.   11.1 %     10.8 %     10.2 %     10.0 %     11.1 %
    Orrstown Bank   12.1 %     11.9 %     11.2 %     11.0 %     12.0 %
    Tier 1 common equity risk-based capital:                  
    Orrstown Financial Services, Inc.   10.9 %     10.6 %     10.0 %     9.8 %     11.1 %
    Orrstown Bank   12.1 %     11.9 %     11.2 %     11.0 %     12.0 %
    Tier 1 leverage capital:                  
    Orrstown Financial Services, Inc.   9.0 %     8.6 %     8.3 %     8.0 %     8.9 %
    Orrstown Bank   9.8 %     9.5 %     9.1 %     8.8 %     9.5 %
                       
    Average equity to average assets   9.97 %     9.65 %     9.45 %     9.75 %     8.50 %
    Allowance for credit losses to total loans   1.22 %     1.23 %     1.24 %     1.25 %     1.27 %
    Total nonaccrual loans to total loans   0.57 %     0.59 %     0.61 %     0.68 %     0.36 %
    Nonperforming assets to total assets   0.42 %     0.42 %     0.45 %     0.49 %     0.26 %
    Allowance for credit losses to nonaccrual loans   214 %     210 %     202 %     184 %     357 %
                       
    Other information:                  
    Net charge-offs $ 115     $ 331     $ 3,002     $ 269     $ 113  
    Classified loans   65,754       76,211       88,628       105,465       48,722  
    Nonperforming and other risk assets:                  
    Nonaccrual loans   22,423       22,727       24,111       26,927       8,363  
    Other real estate owned   —       138       138       138       —  
    Total nonperforming assets   22,423       22,865       24,249       27,065       8,363  
    Financial difficulty modifications still accruing   5,759       5,127       4,897       9,497       —  
    Loans past due 90 days or more and still accruing   1,312       400       641       337       187  
    Total nonperforming and other risk assets $ 29,494     $ 28,392     $ 29,787     $ 36,899     $ 8,550  
    (1) Capital ratios are estimated for the current period, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses (“CECL”) to regulatory capital. Beginning in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the new CECL standard.

    Appendix A- Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations

    Management believes providing certain other “non-GAAP” financial information will assist investors in their understanding of the effect on recent financial results from non-recurring charges.

    As a result of acquisitions, the Company has intangible assets consisting of goodwill, core deposit and other intangible assets, which totaled $112.5 million and $115.9 million at June 30, 2025 and December 31, 2024, respectively. In addition, during the three months ended June 30, 2025, March, 31, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, the Company incurred $1.0 million, $1.6 million, $3.9 million, $17.0 million and $1.1 million in merger-related expenses, respectively. During the three months ended December 31, 2024 and September 30, 2024, the Company incurred other non-recurring charges totaling $0.5 million and $20.2 million, respectively.

    Tangible book value per common share, tangible common equity and the impact of the non-recurring expenses on net income and associated ratios, as used by the Company in this earnings release, are determined by methods other than in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). While we believe this information is a useful supplement to GAAP based measures presented in this earnings release, readers are cautioned that this non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial measures determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results and financial condition as reported under GAAP, nor are such measures necessarily comparable to non-GAAP performance measures that may be presented by other companies. This supplemental presentation should not be construed as an inference that our future results will be unaffected by similar adjustments to be determined in accordance with GAAP.

    The following tables present the computation of each non-GAAP based measure:

    (In thousands)

    Tangible Book Value per Common Share   June 30,
    2025    		   March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024
    Shareholders’ equity (most directly comparable GAAP-based measure)   $ 548,448     $ 532,936     $ 516,682     $ 516,206     $ 278,376  
    Less: Goodwill     69,751       68,106       68,106       70,655       18,724  
    Other intangible assets     42,748       45,230       47,765       46,144       1,974  
    Related tax effect     (8,977 )     (9,498 )     (10,031 )     (9,690 )     (415 )
    Tangible common equity (non-GAAP)   $ 444,926     $ 429,098     $ 410,842     $ 409,097     $ 258,093  
                         
    Common shares outstanding     19,536       19,510       19,390       19,373       10,720  
                         
    Book value per share (most directly comparable GAAP-based measure)   $ 28.07     $ 27.32     $ 26.65     $ 26.65     $ 25.97  
    Intangible assets per share     5.30       5.33       5.46       5.53       1.89  
    Tangible book value per share (non-GAAP)   $ 22.77     $ 21.99     $ 21.19     $ 21.12     $ 24.08  
                         
    Return on Average Common Equity   June 30,
    2025    		   March 31,
    2025    		   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024
    Average shareholders’ equity   $ 535,684     $ 523,689     $ 516,399     $ 537,670   $ 272,788  
    Less: Average goodwill     68,126       68,106       71,477       36,034     18,724  
    Less: Average other intangible assets, gross     44,304       46,864       45,319       17,393     2,105  
    Average tangible equity   $ 423,254     $ 408,719     $ 399,603     $ 484,243   $ 251,959  
    Return on average tangible equity     18.43 %     17.91 %     13.62 %   (6.49)%     12.35 %
                         
    (In thousands) Three Months Ended   Six Months Ended
    Adjusted Ratios for Non-recurring Charges June 30,
    2025    		   March 31, 2025   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   June 30,
    2025    		     June 30,
    2024
    Net income (loss) (A) – most directly comparable GAAP-based measure $ 19,448     $ 18,051     $ 13,684     $ (7,903 )   $ 7,738     $ 37,499       $ 16,269  
    Plus: Merger-related expenses (B)   968       1,649       3,887       16,977       1,135       2,617         1,807  
    Plus: Executive retirement expenses (B)   —       —       35       4,758       —       —         —  
    Plus: Provision for credit losses on non-PCD loans (B)   —       —       —       15,504       —       —         —  
    Plus: Provision for legal settlement (B)   —       —       478       —       —       —         —  
    Less: Related tax effect (C)   (221 )     (368 )     (1,386 )     (7,915 )     (139 )     (590 )       (140 )
    Adjusted net income (D=A+B-C) – Non-GAAP $ 20,195     $ 19,332     $ 16,698     $ 21,421     $ 8,734     $ 39,526       $ 17,936  
                                 
    Average assets (E) $ 5,374,772     $ 5,425,697     $ 5,464,165     $ 5,515,143     $ 3,211,124     $ 5,400,094       $ 3,154,948  
    Return on average assets (= A / E) – most directly comparable GAAP-based measure (1)   1.45 %     1.35 %     1.00 %   (0.57)%     0.97 %     1.40 %       1.04 %
    Return on average assets, adjusted (= D / E) – Non-GAAP (1)   1.51 %     1.45 %     1.22 %     1.55 %     1.09 %     1.48 %       1.14 %
                                 
    Average equity (F) $ 535,684     $ 523,689     $ 516,399     $ 537,670     $ 272,788     $ 529,720       $ 270,538  
    Return on average equity (= A / F) – most directly comparable GAAP-based measure (1)   14.56 %     13.98 %     10.54 %   (5.85)%     11.41 %     14.28 %       12.09 %
    Return on average equity, adjusted (= D / F) – Non-GAAP (1)   15.12 %     14.97 %     12.86 %     15.85 %     12.88 %     15.05 %       13.33 %
                                 
    Weighted average shares – basic (G) – most directly comparable GAAP-based measure   19,173       19,157       19,118       19,088       10,393       19,165         10,371  
    Basic earnings (loss) per share (= A / G) – most directly comparable GAAP-based measure $ 1.01     $ 0.94     $ 0.72     $ (0.41 )   $ 0.74     $ 1.96       $ 1.57  
    Basic earnings per share, adjusted (= D / G) – Non-GAAP $ 1.05     $ 1.01     $ 0.87     $ 1.12     $ 0.84     $ 2.06       $ 1.73  
                                 
    Weighted average shares – diluted (H) – most directly comparable GAAP-based measure   19,342       19,328       19,300       19,226       10,553       19,335         10,517  
    Diluted earnings (loss) per share (= A / H) – most directly comparable GAAP-based measure $ 1.01     $ 0.93     $ 0.71     $ (0.41 )   $ 0.73     $ 1.94       $ 1.55  
    Diluted earnings per share, adjusted (= D / H) – Non-GAAP $ 1.04     $ 1.00     $ 0.87     $ 1.11     $ 0.83     $ 2.04       $ 1.71  
                                 
    (1) Annualized                            
      Three Months Ended   Six Months Ended
      June 30,
    2025    		   March 31, 2025   December 31,
    2024    		   September 30,
    2024    		   June 30,
    2024    		   June 30,
    2025    		     June 30,
    2024
    Noninterest expense (I) – most directly comparable GAAP-based measure $ 37,614     $ 38,176     $ 42,930     $ 60,299     $ 22,639     $ 75,790       $ 45,108  
    Less: Merger-related expenses (B)   (968 )     (1,649 )     (3,887 )     (16,977 )     (1,135 )     (2,617 )       (1,807 )
    Less: Executive retirement expenses (B)   —       —       (35 )     (4,758 )     —       —         —  
    Less: Provision for legal settlement (B)   —       —       (478 )     —       —       —         —  
    Adjusted noninterest expense (J = I – B) – Non-GAAP $ 36,646     $ 36,527     $ 38,531     $ 38,564     $ 21,504     $ 73,173       $ 43,301  
                                 
    Net interest income (K) $ 49,512     $ 48,761     $ 50,573     $ 51,697     $ 26,103     $ 98,273       $ 52,984  
    Noninterest income (L)   12,915       11,624       11,247       12,386       7,172       24,539         13,802  
    Total operating income (M = K + L) $ 62,427     $ 60,385     $ 61,820     $ 64,083     $ 33,275     $ 122,812       $ 66,786  
                                 
    Efficiency ratio (= I / M) – most directly comparable GAAP-based measure   60.3 %     63.2 %     69.4 %     94.1 %     68.0 %     61.7 %       67.5 %
    Efficiency ratio, adjusted (= J / M) – Non-GAAP   58.7 %     60.5 %     62.3 %     60.2 %     64.6 %     59.6 %       64.8 %
                                 
    (1) Annualized                            

    Appendix B- Investment Portfolio Concentrations

    The following table summarizes the credit ratings and collateral associated with the Company’s investment security portfolio, excluding equity securities, at June 30, 2025:

    (In thousands)

    Sector Portfolio Mix   Amortized Book   Fair Value   Credit Enhancement   AAA   AA   A   BBB   BB   NR   Collateral / Guarantee Type
    Unsecured ABS — %   $ 2,827   $ 2,673   28 %   — %   — %   — %   — %   — %   100 %   Unsecured Consumer Debt
    Student Loan ABS —       3,577     3,576   28     —     —     —     —     —     100     Seasoned Student Loans
    Federal Family Education Loan ABS 8       75,724     74,828   11     —     47     33     7     13     —     Federal Family Education Loan (1)
    PACE Loan ABS —       1,912     1,702   7     100     —     —     —     —     —     PACE Loans (2)
    Non-Agency CMBS 3       24,012     24,027   24     —     —     —     —     —     100      
    Non-Agency RMBS 2       15,936     14,596   16     100     —     —     —     —     —     Reverse Mortgages (3)
    Municipal – General Obligation 11       100,035     90,241       16     77     7     —     —     —      
    Municipal – Revenue 13       120,446     105,710       —     82     12     —     —     6      
    SBA ReRemic (5) —       1,904     1,890       —     100     —     —     —     —     SBA Guarantee (4)
    Small Business Administration 1       5,156     5,275       —     100     —     —     —     —     SBA Guarantee (4)
    Agency MBS 22       198,876     197,965       —     100     —     —     —     —     Residential Mortgages (4)
    Agency CMO 38       344,233     342,057       —     100     —     —     —     —      
    U.S. Treasury securities 2       20,036     18,641       —     100     —     —     —     —     U.S. Government Guarantee (4)
    Corporate bonds —       1,941     1,977       —     —     52     48     —     —      
      100 %   $ 916,615   $ 885,158       4 %   85 %   5 %   1 %   1 %   4 %    
                                               
    (1) 97% guaranteed by U.S. government
    (2) PACE acronym represents Property Assessed Clean Energy loans
    (3) Non-agency reverse mortgages with current structural credit enhancements
    (4) Guaranteed by U.S. government or U.S. government agencies
    (5) SBA ReRemic acronym represents Re-Securitization of Real Estate Mortgage Investment Conduits
                                               
    Note: Ratings in table are the lowest of the six rating agencies (Standard & Poor’s, Moody’s, Fitch, Morningstar, DBRS and Kroll Bond Rating Agency). Standard & Poor’s rates U.S. government obligations at AA+.

    About the Company

    With $5.4 billion in assets, Orrstown Financial Services, Inc. and its wholly-owned subsidiary, Orrstown Bank, provide a wide range of consumer and business financial services in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry and York Counties, Pennsylvania and Anne Arundel, Baltimore, Harford, Howard, and Washington Counties, Maryland, as well as Baltimore City, Maryland. The Company’s lending area also includes counties in Pennsylvania, Maryland, Delaware, Virginia and West Virginia within a 75-mile radius of the Company’s executive and administrative offices as well as the District of Columbia. Orrstown Bank is an Equal Housing Lender and its deposits are insured up to the legal maximum by the FDIC. Orrstown Financial Services, Inc.’s common stock is traded on Nasdaq (ORRF). For more information about Orrstown Financial Services, Inc. and Orrstown Bank, visit www.orrstown.com.

    Cautionary Note Regarding Forward-Looking Statements

    This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements reflect the current views of the Company’s management with respect to, among other things, future events and the Company’s financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “forecast,” “goal,” “target,” “would” and “outlook,” or the negative variations of those words or other comparable words of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates, predictions or projections about events or the Company’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. Accordingly, the Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements and there can be no assurances that the Company will achieve the desired level of new business development and new loans, growth in the balance sheet and fee-based revenue lines of business, cost savings initiatives and continued reductions in risk assets or mitigation of losses in the future. Factors which could cause the actual results to differ from those expressed or implied by the forward-looking statements include, but are not limited to, the following: interest rate changes or volatility; general economic conditions (including inflation and concerns about liquidity) on a national basis or in the local markets in which the Company operates; ineffectiveness of the Company’s strategic growth plan due to changes in current or future market conditions; the effects of competition and how it may impact our community banking model, including industry consolidation and development of competing financial products and services; changes in consumer behavior due to changing political, business and economic conditions, or legislative or regulatory initiatives; changes in, and evolving interpretations of, existing and future laws and regulations; changes in credit quality; inability to raise capital, if necessary, under favorable conditions; volatility in the securities markets; the demand for our products and services; deteriorating economic conditions; geopolitical tensions; operational risks including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics; expenses associated with litigation and legal proceedings; the possibility that the anticipated benefits of the merger with Codorus Valley Bancorp are not realized when expected or at all; and other risks and uncertainties, including those detailed in our Annual Report on Form 10-K for the year ended December 31, 2024 under the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in subsequent filings made with the Securities and Exchange Commission.

    The foregoing list of factors is not exhaustive. If one or more events related to these or other risks or uncertainties materializes, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what the Company anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and the Company disclaims any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New risks and uncertainties arise from time to time, and it is not possible for the Company to predict those events or how they may affect it. In addition, the Company cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on the Company’s behalf may issue.

    The review period for subsequent events extends up to and includes the filing date of a public company’s financial statements, when filed with the Securities and Exchange Commission. Accordingly, the consolidated financial information presented in this announcement is subject to change. Annualized, pro forma, projected and estimated numbers in this document are used for illustrative purposes only and are not forecasts and may not reflect actual results.

    The MIL Network –

  • MIL-OSI: Norwood Financial Corp announces Second Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    Quarterly and Year-to-Date Highlights:

    • Fully diluted EPS of $0.67, a 29% increase over the same period in 2024
    • Return on assets rose 31 basis points to 1.06% from 2Q 2024.
    • Net interest margin increased 13 basis points vs. the prior quarter and 63 basis points over the prior year.
    • Loans grew at a 4.4% and 8.2% annualized rate during the second quarter and year-to-date, respectively.
    • Deposits grew year-to-date at an annualized rate of 15% while deposit costs fell 20 basis points since the 4th quarter of 2024.
    • Capital continues to improve on increased earnings and lower accumulated other comprehensive income (AOCI) adjustment.

    HONESDALE, Pa., July 22, 2025 (GLOBE NEWSWIRE) — Norwood Financial Corp (Nasdaq Global Market-NWFL) and its subsidiary, Wayne Bank, announced results for the three months and six months ended June 30, 2025.

    Jim Donnelly, President and Chief Executive Officer, stated, “Our company’s performance continues to strengthen, due to increased yields coming out of our 2024 4th quarter repositioning, as well as improved results in all our business lines. In the first half of 2025 we achieved robust growth in both loans and deposits while improving yields as well. We enter the second half of 2025 on solid footing and with good momentum”

    Mr. Donnelly continued, “I am proud of the performance from the entire Norwood team as they remain focused on delivering the products and services that help our customers achieve their goals.  During the second quarter we launched our ‘Every Day Better’ campaign to high acclaim from customers, employees, and community members.  This full rebrand enabled us to articulate our values and mission, stand out from competitors, and unite and energize our company culture. Building on this great combination of a high-performing team and strong brand, I am confident that we are on our way to creating a bright future for us, our customers, and our shareholders.”

    Selected Financial Highlights (unaudited)

    (dollars in thousands, except per share data) Year-Over Year Linked Quarter Year-to-Date
    3 Months Ended 3 Months Ended 6 Months Ended
    Jun-25 Jun-24 Change Mar-25 Change Jun-25 Jun-24 Change
    Net interest income $ 19,065   $ 14,925   $ 4,140 $ 17,857   $ 1,208 $ 36,923   $ 29,635   $ 7,288
    Net interest spread (fte)   2.75 %   2.06 % 69 bps   2.61 % 14 bps   2.68 %   2.07 % 30 bps
    Net interest margin (fte)   3.43 %   2.80 % 63 bps   3.30 % 13 bps   3.37 %   2.80 % 26 bps
    Net income $ 6,205   $ 4,213   $ 1,992 $ 5,773   $ 432 $ 11,978   $ 8,646   $ 3,332
    Diluted earnings per share $ 0.67   $ 0.52   $ 0.15 $ 0.63   $ 0.04 $ 1.30   $ 1.07   $ 0.23
    Return on average assets   1.06 %   0.75 % 31 bps   1.01 % 5 bps   1.03 %   0.78 % 25 bps
    Return on tangible equity   12.83 %   9.44 % 339 bps   12.40 % 43 bps   12.62 %   11.49 % 113 bps
    Discussion of financial results for the three months ended June 30, 2025:

    • The Company had net income of $6.2 million for the three months ended June 30, 2025, an increase of $2.0 million over the same period last year.
    • Net interest income increased during the second quarter of 2025 compared to the second quarter of 2024 due to increases in asset yields while yields on liabilities decreased.
    • Correspondingly, the net interest margin in the second quarter of 2025 was 3.43% compared to 2.80% in the second quarter of 2024.
    • Non-interest income in the first 6 months of 2025 increased $386 thousand or 9.2% over the same period in 2024.
    • The efficiency ratio for the second quarter of 2025 was 58.7% compared to 66.7% in the second quarter of 2024.
    • As of June 30, 2025, total assets were $2.365 billion, compared to $2.235 billion at June 30, 2024, an increase of 5.82%.
    • Loans receivable were $1.791 billion at June 30, 2025, compared to $1.641 billion at June 30, 2024, an increase of 9.1% .
    • Total deposits were $1.997 billion at June 30, 2025, compared to $1.811 billion at June 30, 2024, an increase of 10.3%.
    • Tangible Common Equity was 8.39% as of June 30, 2025, versus 6.92% at June 30, 2024.
    • Tangible Book Value per share increased $1.32 from $19.85 at December 31, 2024, to $21.17 at June 30, 2025.
     

    Norwood Financial Corp is the parent company of Wayne Bank, which operates from sixteen offices throughout Northeastern Pennsylvania and fourteen offices in Delaware, Sullivan, Ontario, Otsego and Yates Counties, New York. The Company’s stock trades on the Nasdaq Global Market under the symbol “NWFL”.

    Non-GAAP Financial Measures (unaudited)

    The following tables reconcile certain Non-GAAP financial measures references in this release:

      Three months ended   Six months ended
    (dollars in thousands) June 30   June 30
        2025     2024       2025     2024  
               
    Net Interest Income $ 19,065   $ 14,925     $ 36,923   $ 29,635  
    Taxable equivalent basis adjustment using 21% marginal tax rate   199     199       397     394  
    Net interest income on a fully taxable equivalent basis $ 19,264   $ 15,124     $ 37,320   $ 30,029  
               
               
      Three months ended   Six months ended
    (dollars in thousands) June 30   June 30
        2025     2024       2025     2024  
               
    Average equity $ 223,351   $ 179,494     $ 220,787   $ 180,791  
    Average goodwill and other intangibles   (29,394 )   (29,457 )     (29,402 )   (29,466 )
    Average tangible equity $ 193,957   $ 150,037     $ 191,385   $ 151,325  
               

    Forward-Looking Statements

    The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, “bode”, “future performance”, “solid footing,” “good momentum,” “bright future” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, which could cause actual results to differ materially from those projected. Those risks and uncertainties include, among other things, changes in federal and state laws, changes in interest rates, our ability to maintain strong credit quality metrics, our ability to have future performance, our ability to control core operating expenses and costs, demand for real estate, government fiscal and trade policies, cybersecurity and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

    Contact: John M. McCaffery
    Executive Vice President &
    Chief Financial Officer
    NORWOOD FINANCIAL CORP
    272-304-3003
    www.waynebank.com

    NORWOOD FINANCIAL CORP        
    Consolidated Balance Sheets        
    (dollars in thousands, except share and per share data)      
     (unaudited)        
        June 30
        2025   2024
    ASSETS        
    Cash and due from banks $ 32,052   $ 29,903  
    Interest-bearing deposits with banks   20,993     39,492  
    Cash and cash equivalents   53,045     69,395  
             
    Securities available for sale   402,460     397,578  
    Loans receivable   1,790,574     1,641,355  
    Less: Allowance for credit losses   20,908     17,806  
    Net loans receivable   1,769,666     1,623,549  
    Regulatory stock, at cost   7,538     6,443  
    Bank premises and equipment, net   21,608     18,265  
    Bank owned life insurance   46,099     46,121  
    Foreclosed real estate owned   –     –  
    Accrued interest receivable   8,642     8,329  
    Deferred tax assets, net   17,693     21,707  
    Goodwill   29,266     29,266  
    Other intangible assets   121     183  
    Other assets   9,212     14,480  
    TOTAL ASSETS $ 2,365,350   $ 2,235,316  
             
    LIABILITIES        
    Deposits:        
    Non-interest bearing demand $ 406,358   $ 391,849  
    Interest-bearing   1,591,476     1,419,323  
    Total deposits   1,997,834     1,811,172  
    Short-term borrowings   26,500     62,335  
    Other borrowings   85,350     148,087  
    Accrued interest payable   10,975     13,329  
    Other liabilities   19,266     18,206  
    TOTAL LIABILITIES   2,139,925     2,053,129  
             
    STOCKHOLDERS’ EQUITY        
    Preferred Stock, no par value per share, authorized 5,000,000 shares   –     –  
    Common Stock, $.10 par value per share,        
    authorized: 20,000,000 shares,        
    issued: 2025: 9,490,505 shares, 2024: 8,311,851 shares 949     831  
    Surplus   126,990     98,082  
    Retained earnings   131,199     139,070  
    Treasury stock, at cost: 2025: 229,983 shares, 2024: 221,540 shares   (6,208 )   (5,977 )
    Accumulated other comprehensive loss   (27,505 )   (49,819 )
    TOTAL STOCKHOLDERS’ EQUITY   225,425     182,187  
             
    TOTAL LIABILITIES AND        
    STOCKHOLDERS’ EQUITY $ 2,365,350   $ 2,235,316  
             
    NORWOOD FINANCIAL CORP
    Consolidated Statements of Income
    (dollars in thousands, except per share data)
      (unaudited)
        Three Months Ended June 30,       Six Months Ended June 30,  
        2025   2024       2025   2024  
    INTEREST INCOME                    
    Loans receivable, including fees $ 27,115 $ 24,121     $ 53,103 $ 47,802  
    Securities   3,871   2,584       7,742   5,109  
    Other   220   966       446   1,697  
    Total Interest income   31,206   27,671       61,291   54,608  
                         
    INTEREST EXPENSE                    
    Deposits   10,869   10,687       21,617   20,796  
    Short-term borrowings   211   356       669   692  
    Other borrowings   1,061   1,703       2,082   3,485  
    Total Interest expense   12,141   12,746       24,368   24,973  
    NET INTEREST INCOME   19,065   14,925       36,923   29,635  
    PROVISION FOR (RELEASE OF) CREDIT LOSSES 950   347       1,807   (276 )
    NET INTEREST INCOME AFTER PROVISION FOR (RELEASE OF) CREDIT LOSSES   18,115   14,578       35,116   29,911  
                         
                         
    OTHER INCOME                    
    Service charges and fees   1,514   1,504       3,027   2,847  
    Income from fiduciary activities   226   225       551   463  
    Gains on sales of loans, net   65   36       112   42  
    Earnings and proceeds on life insurance policies 266   253       552   520  
    Other   177   189       357   341  
    Total other income   2,248   2,207       4,599   4,213  
                         
    OTHER EXPENSES                    
    Salaries and employee benefits   6,605   5,954       13,077   12,090  
    Occupancy, furniture and equipment   1,349   1,229       2,727   2,489  
    Data processing and related operations   1,189   1,024       2,274   2,046  
    Taxes, other than income   192   179       385   272  
    Professional fees   623   508       1,282   1,092  
    FDIC Insurance assessment   355   309       761   670  
    Foreclosed real estate   137   15       141   36  
    Amortization of intangibles   15   19       30   38  
    Other   2,066   2,207       3,918   4,442  
    Total other expenses   12,531   11,444       24,595   23,175  
                         
    INCOME BEFORE TAX EXPENSE   7,832   5,341       15,120   10,949  
    INCOME TAX EXPENSE   1,627   1,128       3,142   2,303  
    NET INCOME $ 6,205 $ 4,213      $ 11,978 $ 8,646  
                         
    Basic earnings per share $ 0.67 $ 0.52     $ 1.30 $ 1.07  
                         
    Diluted earnings per share $ 0.67 $ 0.52     $ 1.30 $ 1.07  
                         
    NORWOOD FINANCIAL CORP
    NET INTEREST MARGIN ANALYSIS
    (dollars in thousands)
     
      For the Quarter Ended
      June 30, 2025 March 31, 2025 June 30, 2024
      Average   Average   Average   Average   Average   Average  
      Balance Interest    Rate   Balance Interest     Rate   Balance Interest     Rate  
      (2) (1) (3)   (2) (1) (3)   (2) (1) (3)  
    Assets                                    
    Interest-earning assets:                                    
      Interest-bearing deposits with banks $ 19,085   $ 220   4.62   % $ 20,802   $ 226   4.41   % $ 69,173   $ 967   5.62   %
       Securities available for sale:                                    
         Taxable   404,428     3,624   3.59       408,427     3,623   3.60       401,014     2,206   2.21    
         Tax-exempt (1)   44,158     312   2.83       44,242     312   2.86       69,126     477   2.78    
            Total securities available for sale (1)   448,586     3,936   3.52       452,669     3,935   3.53       470,140     2,683   2.30    
         Loans receivable (1) (4) (5)   1,783,626     27,249   6.13       1,743,572     26,120   6.08       1,629,283     24,220   5.98    
            Total interest-earning assets   2,251,297     31,405   5.60       2,217,043     30,281   5.54       2,168,596     27,870   5.17    
    Non-interest earning assets:                                    
       Cash and due from banks   30,323             28,705             26,422          
       Allowance for credit losses   (20,733 )           (20,154 )           (18,023 )        
       Other assets   94,922             93,131             69,718          
            Total non-interest earning assets   104,512             101,682             78,117          
    Total Assets $ 2,355,809           $ 2,318,725           $ 2,246,713          
    Liabilities and Stockholders’ Equity                                    
    Interest-bearing liabilities:                                    
       Interest-bearing demand and money market $ 573,904   $ 2,887   2.02     $ 546,884   $ 2,801   2.08     $ 450,918   $ 2,397   2.14    
       Savings   204,318     119   0.23       211,905     142   0.27       233,676     286   0.49    
       Time   821,725     7,863   3.84       793,803     7,805   3.99       755,224     8,004   4.26    
          Total interest-bearing deposits   1,599,947     10,869   2.72       1,552,592     10,748   2.81       1,439,818     10,687   2.99    
       Short-term borrowings   17,757     211   4.77       44,297     458   4.19       61,689     356   2.32    
       Other borrowings   95,792     1,061   4.44       93,549     1,021   4.43       149,442     1,703   4.58    
       Total interest-bearing liabilities   1,713,496     12,141   2.84       1,690,438     12,227   2.93       1,650,949     12,746   3.11    
    Non-interest bearing liabilities:                                    
       Demand deposits   389,323             380,544             387,962          
       Other liabilities   29,639             29,549             28,308          
          Total non-interest bearing liabilities   418,962             410,093             416,270          
       Stockholders’ equity   223,351             218,194             179,494          
    Total Liabilities and Stockholders’ Equity $ 2,355,809           $ 2,318,725           $ 2,246,713          
    Net interest income/spread (tax equivalent basis)       19,264   2.75   %       18,054   2.61   %       15,124   2.06   %
    Tax-equivalent basis adjustment       (199 )           (197 )           (199 )    
    Net interest income     $ 19,065           $ 17,857           $ 14,925      
    Net interest margin (tax equivalent basis)         3.43   %         3.30   %         2.80   %
                                         
                                         
    (1) Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.
    (2) Average balances have been calculated based on daily balances.
    (3) Annualized
    (4) Loan balances include non-accrual loans and are net of unearned income.
    (5) Loan yields include the effect of amortization of deferred fees, net of costs.
                                         
                                         
                                         
      Year to Date
      June 30, 2025 March 31, 2025 June 30, 2024
      Average   Average   Average   Average   Average   Average  
      Balance Interest    Rate   Balance Interest     Rate   Balance Interest     Rate  
      (2) (1) (3)   (2) (1) (3)   (2) (1) (3)  
    Assets                                    
    Interest-earning assets:                                    
      Interest-bearing deposits with banks $ 19,939   $ 446   4.51   % $ 20,802   $ 226   4.41   % $ 61,551   $ 1,697   5.54   %
       Securities available for sale:                                    
         Taxable   406,416     7,247   3.60       408,427     3,623   3.60       401,645     4,353   2.18    
         Tax-exempt (1)   44,199     626   2.86       44,242     312   2.86       69,503     958   2.77    
            Total securities available for sale (1)   450,615     7,873   3.52       452,669     3,935   3.53       471,148     5,311   2.27    
         Loans receivable (1) (4) (5)   1,763,710     53,369   6.10       1,743,572     26,120   6.08       1,620,694     47,994   5.96    
            Total interest-earning assets   2,234,264     61,688   5.57       2,217,043     30,281   5.54       2,153,393     55,002   5.14    
    Non-interest earning assets:                                    
       Cash and due from banks   29,519             28,705             25,508          
       Allowance for credit losses   (20,445 )           (20,154 )           (18,559 )        
       Other assets   94,031             93,131             71,705          
            Total non-interest earning assets   103,105             101,682             78,654          
    Total Assets $ 2,337,369           $ 2,318,725           $ 2,232,047          
    Liabilities and Stockholders’ Equity                                    
    Interest-bearing liabilities:                                    
       Interest-bearing demand and money market $ 560,469   $ 5,688   2.05     $ 546,884   $ 2,801   2.08     $ 450,372   $ 4,707   2.10    
       Savings   208,090     261   0.25       211,905     142   0.27       234,611     536   0.46    
       Time   807,841     15,668   3.91       793,803     7,805   3.99       740,211     15,553   4.23    
          Total interest-bearing deposits   1,576,400     21,617   2.77       1,552,592     10,748   2.81       1,425,194     20,796   2.93    
    Short-term borrowings   30,954     669   4.36       44,297     458   4.19       59,843     692   2.33    
    Other borrowings   94,676     2,082   4.43       93,549     1,021   4.43       152,470     3,485   4.60    
       Total interest-bearing liabilities   1,702,030     24,368   2.89       1,690,438     12,227   2.93       1,637,507     24,973   3.07    
    Non-interest bearing liabilities:                                    
       Demand deposits   384,958             380,544             387,014          
       Other liabilities   29,594             29,549             26,735          
          Total non-interest bearing liabilities   414,552             410,093             413,749          
       Stockholders’ equity   220,787             218,194             180,791          
    Total Liabilities and Stockholders’ Equity $ 2,337,369           $ 2,318,725           $ 2,232,047          
    Net interest income/spread (tax equivalent basis)       37,320   2.68   %       18,054   2.61   %       30,029   2.07   %
    Tax-equivalent basis adjustment       (397 )           (197 )           (394 )    
    Net interest income     $ 36,923           $ 17,857           $ 29,635      
    Net interest margin (tax equivalent basis)         3.37   %         3.30   %         2.80   %
                                         
                                         
    (1) Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.
    (2) Average balances have been calculated based on daily balances.
    (3) Annualized
    (4) Loan balances include non-accrual loans and are net of unearned income.
    (5) Loan yields include the effect of amortization of deferred fees, net of costs.
    NORWOOD FINANCIAL CORP
    Financial Highlights (Unaudited)
    (dollars in thousands, except per share data)
             
    For the Three Months Ended June 30   2025   2024
             
    Net interest income $ 19,065   $ 14,925  
    Net income   6,205     4,213  
             
    Net interest spread (fully taxable equivalent)   2.75 %   2.06 %
    Net interest margin (fully taxable equivalent)   3.43 %   2.80 %
    Return on average assets   1.06 %   0.75 %
    Return on average equity   11.14 %   9.44 %
    Return on average tangible equity   12.83 %   11.29 %
    Basic earnings per share $ 0.67   $ 0.52  
    Diluted earnings per share $ 0.67   $ 0.52  
             
    For the Six Months Ended June 30   2025   2024
             
    Net interest income   36,923     29,635  
    Net income   11,978     8,646  
             
    Net interest spread (fully taxable equivalent)   2.68 %   2.07 %
    Net interest margin (fully taxable equivalent)   3.37 %   2.80 %
    Return on average assets   1.03 %   0.78 %
    Return on average equity   10.94 %   9.62 %
    Return on average tangible equity   12.62 %   11.49 %
    Basic earnings per share   1.30     1.07  
    Diluted earnings per share   1.30     1.07  
             
             
             
    As of June 30   2025   2024
             
    Total assets $ 2,365,350   $ 2,235,316  
    Total loans receivable   1,790,574     1,641,355  
    Allowance for credit losses   20,908     17,806  
    Total deposits   1,997,834     1,811,172  
    Stockholders’ equity   225,425     182,187  
    Trust assets under management   207,402     201,079  
             
    Book value per share $ 24.34   $ 22.52  
    Tangible book value per share $ 21.17   $ 18.88  
    Equity to total assets   9.53 %   8.15 %
    Allowance to total loans receivable   1.17 %   1.08 %
    Nonperforming loans to total loans   0.45 %   0.47 %
    Nonperforming assets to total assets   0.34 %   0.34 %
             
    NORWOOD FINANCIAL CORP
    Consolidated Balance Sheets (unaudited)
    (dollars in thousands)
           June 30      March 31      December 31      September 30      June 30
        2025   2025   2024   2024   2024
    ASSETS                    
       Cash and due from banks  $ 32,052    $ 31,729    $ 27,562    $ 47,072    $ 29,903  
       Interest-bearing deposits with banks   20,993     43,678     44,777     35,808     39,492  
            Cash and cash equivalents   53,045     75,407     72,339     82,880     69,395  
                         
      Securities available for sale   402,460     408,742     397,846     396,891     397,578  
      Loans receivable   1,790,574     1,771,269     1,713,638     1,675,139     1,641,356  
       Less: Allowance for credit losses   20,908     20,442     19,843     18,699     17,807  
         Net loans receivable   1,769,666     1,750,827     1,693,795     1,656,440     1,623,549  
      Regulatory stock, at cost   7,538     7,616     13,366     6,329     6,443  
      Bank owned life insurance   46,099     46,914     46,657     46,382     46,121  
      Bank premises and equipment, net   21,608     20,273     19,657     18,503     18,264  
      Foreclosed real estate owned   –     –     –     –     –  
      Goodwill and other intangibles   29,387     29,402     29,418     29,433     29,449  
      Other assets   35,547     36,863     44,384     42,893     44,517  
              TOTAL ASSETS  $ 2,365,350    $ 2,376,044    $ 2,317,462    $ 2,279,751    $ 2,235,316  
                         
    LIABILITIES                    
       Deposits:                    
         Non-interest bearing demand  $ 406,358    $ 391,377    $ 381,479    $ 420,967    $ 391,849  
         Interest-bearing deposits   1,591,476     1,613,071     1,477,684     1,434,284     1,419,323  
              Total deposits   1,997,834     2,004,448     1,859,163     1,855,251     1,811,172  
       Borrowings   111,850     118,590     214,862     197,412     210,422  
       Other liabilities   30,241     32,299     29,929     31,434     31,534  
                TOTAL LIABILITIES   2,139,925     2,155,337     2,103,954     2,084,097     2,053,128  
                         
    STOCKHOLDERS’ EQUITY   225,425     220,707     213,508     195,654     182,188  
                         
              TOTAL LIABILITIES AND                    
                     STOCKHOLDERS’ EQUITY  $ 2,365,350    $ 2,376,044    $ 2,317,462    $ 2,279,751    $ 2,235,316  
                         
                         
                         
    NORWOOD FINANCIAL CORP
    Consolidated Statements of Income (unaudited)
    (dollars in thousands, except per share data)
           June 30      March 31      December 31      September 30      June 30
    Three months ended   2025   2025   2024   2024   2024
    INTEREST INCOME                    
        Loans receivable, including fees  $ 27,115    $ 25,988    $ 26,122    $ 25,464    $ 24,121  
        Securities   3,871     3,870     2,789     2,526     2,584  
        Other   220     226     574     497     966  
             Total interest income   31,206     30,084     29,485     28,487     27,671  
                         
    INTEREST EXPENSE                    
        Deposits   10,869     10,748     10,984     10,553     10,687  
        Borrowings   1,272     1,479     1,876     2,003     2,059  
            Total interest expense   12,141     12,227     12,860     12,556     12,746  
    NET INTEREST INCOME   19,065     17,857     16,625     15,931     14,925  
    PROVISION FOR (RELEASE OF) CREDIT LOSSES 950     857     1,604     1,345     347  
    NET INTEREST INCOME AFTER (RELEASE OF) PROVISION                
         FOR CREDIT LOSSES   18,115     17,000     15,021     14,586     14,578  
                         
    OTHER INCOME                    
        Service charges and fees   1,514     1,513     1,595     1,517     1,504  
        Income from fiduciary activities   226     325     224     256     225  
        Net realized (losses) gains on sales of securities   –     –     (19,962 )   –     –  
        Gains on sales of loans, net   65     47     50     103     36  
        Gains on sales of foreclosed real estate owned   –     –     –     –     32  
        Earnings and proceeds on life insurance policies   266     286     275     261     253  
        Other   177     180     159     158     157  
               Total other income   2,248     2,351     (17,659 )   2,295     2,207  
                         
    OTHER EXPENSES                    
        Salaries and employee benefits   6,605     6,472     6,690     6,239     5,954  
        Occupancy, furniture and equipment, net   2,538     1,378     1,291     1,269     1,229  
        Foreclosed real estate   137     4     9     9     15  
        FDIC insurance assessment   355     406     335     339     309  
        Other   2,896     3,804     5,094     4,175     3,937  
                 Total other expenses   12,531     12,064     13,419     12,031     11,444  
                         
    INCOME BEFORE TAX (BENEFIT) EXPENSE   7,832     7,287     (16,057 )   4,850     5,341  
    INCOME TAX (BENEFIT) EXPENSE   1,627     1,514     (3,406 )   1,006     1,128  
    NET (LOSS) INCOME  $ 6,205    $ 5,773    $ (12,651 )  $ 3,844    $ 4,213  
                         
    Basic (loss) earnings per share  $ 0.67    $ 0.63    $ (1.54 )  $ 0.48    $ 0.52  
                         
    Diluted (loss) earnings per share  $ 0.67    $ 0.63    $ (1.54 )  $ 0.48    $ 0.52  
                         
    Book Value per share $ 24.34   $ 23.84   $ 23.02   $ 24.18   $ 22.52  
    Tangible Book Value per share   21.17     20.66     19.85     20.54     18.88  
                         
    Return on average assets (annualized)   1.06 %   1.01 %   -2.19 %   0.68 %   0.75 %
    Return on average equity (annualized)   11.14 %   10.73 %   -26.08 %   8.09 %   9.44 %
    Return on average tangible equity (annualized)   12.83 %   12.40 %   -30.77 %   9.58 %   11.29 %
                         
    Net interest spread (fte)   2.75 %   2.61 %   2.31 %   2.23 %   2.06 %
    Net interest margin (fte)   3.43 %   3.30 %   3.04 %   2.99 %   2.80 %
                         
    Allowance for credit losses to total loans   1.17 %   1.15 %   1.16 %   1.12 %   1.08 %
    Net charge-offs to average loans (annualized)   0.08 %   0.07 %   0.12 %   0.08 %   0.13 %
    Nonperforming loans to total loans   0.45 %   0.45 %   0.46 %   0.47 %   0.47 %
    Nonperforming assets to total assets   0.34 %   0.33 %   0.34 %   0.35 %   0.34 %

    The MIL Network –