Category: housing

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

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.

MIL-OSI: Sachem Capital Sets Dates for Second Quarter 2025 Earnings Release and Conference Call

Source: GlobeNewswire (MIL-OSI)

BRANFORD, Conn., July 22, 2025 (GLOBE NEWSWIRE) — Sachem Capital Corp. (NYSE American: SACH) (the “Company”) announced today that the Company will release its second quarter 2025 financial results before market open on Tuesday, August 5, 2025. A webcast and conference call to discuss the results will be held on Tuesday, August 5, 2025, at 8:00 a.m. Eastern Time.

Webcast:
A webcast of the conference call will be available on the Investors section of the Company’s website www.sachemcapitalcorp.com. To listen to the live broadcast, go to the site at least 15 minutes prior to the scheduled start time to register and install any necessary audio software.

To Participate in the Telephone Conference Call:
Dial in at least 15 minutes prior to the start time.

Domestic: 1-844-825-9789
International: 1-412-317-5180

Conference Call Playback:
Domestic: 1-844-512-2921
International: 1-412-317-6671
Passcode: 10201468
The playback can be accessed through Tuesday, August 19, 2025

About Sachem Capital Corp.
Sachem Capital Corp. is a mortgage REIT that specializes in originating, underwriting, funding, servicing, and managing a portfolio of loans secured by first mortgages on real property. It offers short-term (i.e., three years or less) secured, nonbanking loans to real estate investors to fund their acquisition, renovation, development, rehabilitation, or improvement of properties. The Company’s primary underwriting criteria is a conservative loan to value ratio. The properties securing the loans are generally classified as residential or commercial real estate and, typically, are held for investment. Each loan is secured by a first mortgage lien on real estate and is personally guaranteed by the principal(s) of the borrower. The Company also makes opportunistic real estate purchases apart from its lending activities.

Contact:
Sachem Capital
Investor Relations
Email: investors@sachemcapitalcorp.com

MIL-OSI USA: Warren to Oppose First Senate Appropriations Bill for Trump Administration

US Senate News:

Source: United States Senator for Massachusetts – Elizabeth Warren

July 22, 2025

“I cannot in good conscience support this funding bill while the Trump administration illegally withholds funding for programs appropriated by Congress for veterans in need.”

Washington, D.C. – U.S. Senator Elizabeth Warren (D-Mass.), a member of the Senate Armed Services Committee (SASC), released the following statement ahead of the Senate’s vote on the FY 2026 MilCon-VA Appropriations Bill:

“I care deeply about improving service members’ housing and honoring our nation’s promise to our veterans. All three of my brothers served in the military, and I’m the senior Senate Democrat for military personnel.

“The Trump administration’s actions are disgraceful – freezing VA grants, cutting funds for veterans’ suicide prevention, stripping support for veteran homelessness, firing VA workers, gutting programs to help veterans avoid foreclosure and get mental health support in times of crisis. Nothing in this bill puts a stop to those actions.

“I cannot in good conscience support this funding bill while the Trump administration illegally withholds funding for programs appropriated by Congress for veterans in need and Republicans unilaterally claw back bipartisan funding that Donald Trump doesn’t like. Congress is a co-equal branch of government. When we vote to protect our veterans, we need to stand by that vote. We swore an oath to the Constitution, not to a king. If Republicans want support for this bill, they can start by demonstrating they will uphold the law.

“I will vote no on this funding bill.”

MIL-OSI: Waterstone Financial, Inc. Announces Results of Operations for the Quarter and Six Months Ended June 30, 2025

Source: GlobeNewswire (MIL-OSI)

WAUWATOSA, Wis., July 22, 2025 (GLOBE NEWSWIRE) — Waterstone Financial, Inc. (NASDAQ: WSBF), holding company for WaterStone Bank, reported net income of $7.7 million, or $0.43 per diluted share, for the quarter ended June 30, 2025 compared to $5.7 million, or $0.31 per diluted share, for the quarter ended June 30, 2024. Net income per diluted share was $0.59 for the six months ended June 30, 2025 compared to net income per diluted share of $0.47 for the six months ended June 30, 2024.

“We are pleased with our performance during the quarter, which resulted in our highest quarterly earnings per share since the quarter ended December 31, 2021,” said William Bruss, Chief Executive Officer of Waterstone Financial, Inc. “The Community Banking segment achieved $2.4 million of growth in net interest income compared to the quarter ended June 30, 2024, primarily due to continued improvement in our cost of funds. We continue to maintain strong asset quality and experience minimal loan loss activity, resulting in releases from our allowance for credit losses. The Mortgage Banking segment recorded pre-tax income as seasonal loan origination volumes expanded during the quarter and professional fees normalized following the finalization of our legal settlement during the prior quarter. On a consolidated level, we continued to add to book value per share through strong earnings and an active share repurchase program.”

Highlights of the Quarter Ended June 30, 2025

Waterstone Financial, Inc. (Consolidated)

Consolidated net income of Waterstone Financial, Inc. totaled $7.7 million for the quarter ended June 30, 2025 compared to net income of $5.7 million for the quarter ended June 30, 2024.
Consolidated return on average assets (annualized) was 1.39% for the quarter ended June 30, 2025 and 1.02% for the quarter ended June 30, 2024.
Consolidated return on average equity (annualized) was 9.04% for the quarter ended June 30, 2025 and 6.84% for the quarter ended June 30, 2024.
Dividends declared during the quarter ended June 30, 2025 totaled $0.15 per common share.
During the quarter ended June 30, 2025, we repurchased approximately 508,000 shares at a cost (including the federal excise tax) of $6.5 million, or $12.80 per share. The share repurchases increased book value approximately $0.14 during the quarter ended June 30, 2025.
Nonperforming assets as a percentage of total assets was 0.37% at June 30, 2025, 0.35% at March 31, 2025, and 0.25% at June 30, 2024.
Past due loans as a percentage of total loans was 0.69% at June 30, 2025, 0.67% at March 31, 2025, and 0.76% at June 30, 2024.
Book value per share was $18.19 at June 30, 2025 and $17.53 at December 31, 2024.

Community Banking Segment

Pre-tax income totaled $7.6 million for the quarter ended June 30, 2025, which represents a $2.6 million, or 50.4%, increase compared to $5.1 million for the quarter ended June 30, 2024.
Net interest income totaled $13.6 million for the quarter ended June 30, 2025, which represents a $2.4 million, or 21.4%, increase compared to $11.2 million for the quarter ended June 30, 2024.
Average loans held for investment totaled $1.67 billion during the quarter ended June 30, 2025, which represents a decrease of $1.5 million, or 0.1%, compared to the quarter ended June 30, 2024. The decrease was primarily due to a decrease in single-family mortgages offset by increases in commercial real estate and multi-family mortgages. Average loans held for investment decreased $8.1 million compared to $1.67 billion for the quarter ended March 31, 2025. The decrease was primarily due to decrease in single-family mortgages.
Net interest margin increased 59 basis points to 2.60% for the quarter ended June 30, 2025 compared to 2.01% for the quarter ended June 30, 2024, which was primarily driven by an increase in weighted average yield on loans receivable and held for sale and decreases in the cost of borrowings and weighted average cost of deposits. Net interest margin increased 13 basis points compared to 2.47% for the quarter ended March 31, 2025, which was primarily driven by an increase in weighted average yield on loans receivable and held for sale and decreases in cost of borrowings and weighted average cost of deposits.
Past due loans at the community banking segment totaled $8.9 million at June 30, 2025, $7.6 million at March 31, 2025, and $9.3 million at June 30, 2024.
The segment had a negative provision for credit losses related to funded loans of $125,000 for the quarter ended June 30, 2025 compared to a negative provision for credit losses related to funded loans of $197,000 for the quarter ended June 30, 2024. The current quarter decrease was primarily due to decreases in multi-family qualitative risk factors, offset by an increase in the single-family loan qualitative factors primarily related to increases in internal asset quality risk factors and an increase in construction loan balances. The provision for credit losses related to unfunded loan commitments was $106,000 for the quarter ended June 30, 2025 compared to a negative provision for credit losses related to unfunded loan commitments of $82,000 for the quarter ended June 30, 2024. The provision for credit losses related to unfunded loan commitments for the quarter ended June 30, 2025 was due primarily to an increase in the loans approved that are currently waiting to close compared to the prior quarter end.
The efficiency ratio, a non-GAAP ratio, was 50.40% for the quarter ended June 30, 2025, compared to 62.37% for the quarter ended June 30, 2024.
Average core retail deposits (excluding brokered and escrow accounts) totaled $1.31 billion during the quarter ended June 30, 2025, an increase of $91.7 million, or 7.5%, compared to $1.22 billion during the quarter ended June 30, 2024. Average deposits increased $32.9 million, or 10.3% annualized, compared to $1.28 billion for the quarter ended March 31, 2025. The increases were primarily due to increases in checking, money market, and certificates of deposit balances. The segment had an average of $72.5 million in brokered certificate of deposits during the quarter ended June 30, 2025.

Mortgage Banking Segment

Pre-tax income totaled $2.0 million for the quarters ended June 30, 2025 and June 30, 2024.
Loan originations decreased $45.3 million, or 7.1%, to $588.8 million during the quarter ended June 30, 2025, compared to $634.1 million during the quarter ended June 30, 2024. Origination volume relative to purchase activity accounted for 91.7% of originations for the quarter ended June 30, 2025 compared to 92.7% of total originations for the quarter ended June 30, 2024.
Mortgage banking non-interest income decreased $2.4 million, or 9.7%, to $22.6 million for the quarter ended June 30, 2025, compared to $25.1 million for the quarter ended June 30, 2024.
Gross margin on loans sold totaled 3.84% for the quarter ended June 30, 2025, compared to 3.93% for the quarter ended June 30, 2024.
Total compensation, payroll taxes and other employee benefits decreased $574,000, or 3.4%, to $16.3 million during the quarter ended June 30, 2025 compared to $16.9 million during the quarter ended June 30, 2024. The decrease primarily related to decreased commission expense and salary expense offset by an increase in health insurance expense.

About Waterstone Financial, Inc.

Waterstone Financial, Inc. is the savings and loan holding company for WaterStone Bank, a community-focused financial institution established in 1921. WaterStone Bank offers a comprehensive suite of personal and business banking products and operates 14 branch locations across southeastern Wisconsin. WaterStone Bank is also the parent company of WaterStone Mortgage Corporation, a national lender licensed in 48 states.

With a long-standing commitment to innovation, integrity, and community service, Waterstone Financial, Inc. supports the financial and homeownership goals of customers nationwide. For more information about WaterStone Bank, go to http://www.wsbonline.com.

Forward-Looking Statements

This press release contains statements or information that may constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding expected financial and operating activities and results that are preceded by, followed by, or that include words such as “may,” “expects,” “anticipates,” “estimates” or “believes.” Any such statements are based upon current expectations that involve a number of risks and uncertainties and are subject to important factors that could cause actual results to differ materially from those anticipated by the forward-looking statements. Factors that might cause such a difference include changes in interest rates; demand for products and services; the degree of competition by traditional and nontraditional competitors; changes in banking regulation or actions by bank regulators; changes in tax laws; the impact of technological advances; governmental and regulatory policy changes; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; changes in local real estate values; changes in the national and local economies; and other factors, including risk factors referenced in Item 1A. Risk Factors in Waterstone’s most recent Annual Report on Form 10-K and as may be described from time to time in Waterstone’s subsequent SEC filings, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect only Waterstone’s belief as of the date of this press release.

Non-GAAP Financial Measures

Management uses non-GAAP financial information in its analysis of the Company’s performance. Management believes that this non-GAAP measure provides a greater understanding of ongoing operations and enhances comparability of results of operations with prior periods. The Company’s management believes that investors may use this non-GAAP measure to analyze the Company’s financial performance without the impact of unusual items or events that may obscure trends in the Company’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in this measure and that different companies might calculate this measure differently.

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	For The Three Months Ended June 30,						For The Six Months Ended June 30,
	2025			2024			2025			2024
	(In Thousands, except per share amounts)
Interest income:
Loans	$	25,875		$	25,601		$	50,953		$	50,085
Mortgage-related securities		1,253			1,125			2,444			2,223
Debt securities, federal funds sold and short-term investments		1,557			1,294			3,043			2,617
Total interest income		28,685			28,020			56,440			54,925
Interest expense:
Deposits		10,967			9,716			22,299			18,686
Borrowings		4,010			7,625			7,857			14,423
Total interest expense		14,977			17,341			30,156			33,109
Net interest income		13,708			10,679			26,284			21,816
Provision (credit) for credit losses		(9	)		(225	)		(567	)		(158	)
Net interest income after provision (credit) for loan losses		13,717			10,904			26,851			21,974
Noninterest income:
Service charges on loans and deposits		413			465			1,006			889
Increase in cash surrender value of life insurance		1,014			804			1,495			1,152
Mortgage banking income		22,559			24,838			38,287			44,906
Other		343			390			638			798
Total noninterest income		24,329			26,497			41,426			47,745
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		21,121			21,762			38,168			41,638
Occupancy, office furniture, and equipment		1,753			2,029			3,682			4,137
Advertising		746			987			1,469			1,901
Data processing		1,313			1,242			2,525			2,448
Communications		257			240			492			466
Professional fees		500			758			2,236			1,501
Real estate owned		(8	)		1			(18	)		14
Loan processing expense		817			861			1,737			1,907
Other		1,878			2,379			4,436			3,797
Total noninterest expenses		28,377			30,259			54,727			57,809
Income before income taxes		9,669			7,142			13,550			11,910
Income tax expense		1,942			1,430			2,787			3,160
Net income	$	7,727		$	5,712		$	10,763		$	8,750
Income per share:
Basic	$	0.43		$	0.31		$	0.59		$	0.47
Diluted	$	0.43		$	0.31		$	0.59		$	0.47
Weighted average shares outstanding:
Basic		17,989			18,524			18,127			18,772
Diluted		18,004			18,568			18,143			18,802

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	June 30,			December 31,
	2025			2024
	(Unaudited)
Assets	(In Thousands, except per share amounts)
Cash	$	63,178		$	35,182
Federal funds sold		7,465			4,302
Interest-earning deposits in other financial institutions and other short-term investments		280			277
Cash and cash equivalents		70,923			39,761
Securities available for sale (at fair value)		218,757			208,549
Loans held for sale (at fair value)		161,826			135,909
Loans receivable		1,664,273			1,680,576
Less: Allowance for credit losses (“ACL”) – loans		17,800			18,247
Loans receivable, net		1,646,473			1,662,329

Office properties and equipment, net		18,874			19,389
Federal Home Loan Bank stock (at cost)		20,349			20,295
Cash surrender value of life insurance		76,287			74,612
Real estate owned, net		85			505
Prepaid expenses and other assets		42,986			48,259
Total assets	$	2,256,560		$	2,209,608

Liabilities and Shareholders’ Equity
Liabilities:
Demand deposits	$	174,506		$	171,115
Money market and savings deposits		320,881			283,243
Time deposits		889,320			905,539
Total deposits		1,384,707			1,359,897

Borrowings		465,726			446,519
Advance payments by borrowers for taxes		21,083			5,630
Other liabilities		43,553			58,427
Total liabilities		1,915,069			1,870,473

Shareholders’ equity:
Preferred stock		–			–
Common stock		188			193
Additional paid-in capital		84,106			91,214
Retained earnings		282,578			277,196
Unearned ESOP shares		(10,089	)		(10,682	)
Accumulated other comprehensive loss, net of taxes		(15,292	)		(18,786	)
Total shareholders’ equity		341,491			339,135
Total liabilities and shareholders’ equity	$	2,256,560		$	2,209,608

Share Information
Shares outstanding		18,776			19,343
Book value per share	$	18.19		$	17.53

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES SUMMARY OF KEY QUARTERLY FINANCIAL DATA (Unaudited)

	At or For the Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2025			2025			2024			2024			2024
	(Dollars in Thousands, except per share amounts)
Condensed Results of Operations:
Net interest income	$	13,708		$	12,576		$	12,835		$	11,517		$	10,679
Provision (credit) for credit losses		(9	)		(558	)		367			(377	)		(225	)
Total noninterest income		24,329			17,097			19,005			22,552			26,497
Total noninterest expense		28,377			26,350			25,267			28,560			30,259
Income before income taxes		9,669			3,881			6,206			5,886			7,142
Income tax expense		1,942			845			996			1,158			1,430
Net income	$	7,727		$	3,036		$	5,210		$	4,728		$	5,712
Income per share – basic	$	0.43		$	0.17		$	0.28		$	0.26		$	0.31
Income per share – diluted	$	0.43		$	0.17		$	0.28		$	0.26		$	0.31
Dividends declared per common share	$	0.15		$	0.15		$	0.15		$	0.15		$	0.15

Performance Ratios (annualized):
Return on average assets – QTD		1.39	%		0.57	%		0.94	%		0.83	%		1.02	%
Return on average equity – QTD		9.04	%		3.61	%		6.05	%		5.55	%		6.84	%
Net interest margin – QTD		2.60	%		2.47	%		2.42	%		2.13	%		2.01	%

Return on average assets – YTD		0.99	%		0.57	%		0.84	%		0.81	%		0.79	%
Return on average equity – YTD		6.32	%		3.61	%		5.48	%		5.30	%		5.17	%
Net interest margin – YTD		2.54	%		2.47	%		2.17	%		2.09	%		2.08	%

Asset Quality Ratios:
Past due loans to total loans		0.69	%		0.67	%		0.95	%		0.63	%		0.76	%
Nonaccrual loans to total loans		0.49	%		0.45	%		0.34	%		0.32	%		0.33	%
Nonperforming assets to total assets		0.37	%		0.35	%		0.28	%		0.25	%		0.25	%
Allowance for credit losses – loans to loans receivable		1.07	%		1.08	%		1.09	%		1.07	%		1.10	%

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES SUMMARY OF QUARTERLY AVERAGE BALANCES AND YIELD/COSTS (Unaudited)

	At or For the Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2025			2025			2024			2024			2024
Average balances	(Dollars in Thousands)
Interest-earning assets
Loans receivable and held for sale	$	1,812,065		$	1,768,617		$	1,819,574		$	1,870,627		$	1,859,608
Mortgage related securities		173,220			170,947			168,521			170,221			171,895
Debt securities, federal funds sold and short-term investments		131,710			123,004			124,658			115,270			107,992
Total interest-earning assets		2,116,995			2,062,568			2,112,753			2,156,118			2,139,495
Noninterest-earning assets		105,382			105,030			100,627			104,600			104,019
Total assets	$	2,222,377		$	2,167,598		$	2,213,380		$	2,260,718		$	2,243,514

Interest-bearing liabilities
Demand accounts	$	89,548		$	87,393		$	92,247		$	89,334		$	91,300
Money market, savings, and escrow accounts		320,908			300,686			306,478			304,116			293,483
Certificates of deposit – retail		830,550			818,612			810,340			786,228			758,252
Certificates of deposit – brokered		72,533			97,101			59,254			–			–
Total interest-bearing deposits		1,313,539			1,303,792			1,268,319			1,179,678			1,143,035
Borrowings		437,784			397,053			464,964			600,570			622,771
Total interest-bearing liabilities		1,751,323			1,700,845			1,733,283			1,780,248			1,765,806
Noninterest-bearing demand deposits		85,665			80,372			87,889			91,532			93,637
Noninterest-bearing liabilities		42,669			44,905			49,645			49,787			48,315
Total liabilities		1,879,657			1,826,122			1,870,817			1,921,567			1,907,758
Equity		342,720			341,476			342,563			339,151			335,756
Total liabilities and equity	$	2,222,377		$	2,167,598		$	2,213,380		$	2,260,718		$	2,243,514

Average Yield/Costs (annualized)
Loans receivable and held for sale		5.73	%		5.75	%		5.75	%		5.65	%		5.54	%
Mortgage related securities		2.90	%		2.83	%		2.67	%		2.66	%		2.63	%
Debt securities, federal funds sold and short-term investments		4.74	%		4.90	%		4.85	%		5.05	%		4.82	%
Total interest-earning assets		5.43	%		5.46	%		5.46	%		5.39	%		5.27	%

Demand accounts		0.11	%		0.11	%		0.11	%		0.11	%		0.11	%
Money market and savings accounts		2.07	%		2.10	%		2.00	%		1.94	%		1.89	%
Certificates of deposit – retail		4.11	%		4.33	%		4.53	%		4.54	%		4.41	%
Certificates of deposit – brokered		4.35	%		4.18	%		4.18	%		0.00	%		0.00	%
Total interest-bearing deposits		3.35	%		3.52	%		3.58	%		3.53	%		3.42	%
Borrowings		3.67	%		3.93	%		4.11	%		4.77	%		4.92	%
Total interest-bearing liabilities		3.43	%		3.62	%		3.72	%		3.95	%		3.95	%

COMMUNITY BANKING SEGMENT SUMMARY OF KEY QUARTERLY FINANCIAL DATA (Unaudited)

	At or For the Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2025			2025			2024			2024			2024
	(Dollars in Thousands)
Condensed Results of Operations:
Net interest income	$	13,640		$	12,403		$	12,886		$	12,250		$	11,234
Provision (credit) for credit losses		(19	)		(518	)		331			(302	)		(279	)
Total noninterest income		1,686			1,348			1,595			1,227			1,491
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		5,027			5,212			4,883			5,326			5,116
Occupancy, office furniture and equipment		920			1,076			825			904			983
Advertising		219			171			204			311			229
Data processing		806			712			691			720			687
Communications		99			100			89			80			72
Professional fees		196			347			196			190			177
Real estate owned		(8	)		(10	)		12			–			1
Loan processing expense		–			–			–			–			–
Other		466			596			563			602			672
Total noninterest expense		7,725			8,204			7,463			8,133			7,937
Income before income taxes		7,620			6,065			6,687			5,646			5,067
Income tax expense		1,400			1,427			1,399			941			718
Net income	$	6,220		$	4,638		$	5,288		$	4,705		$	4,349

Efficiency ratio – QTD (non-GAAP)		50.40	%		59.66	%		51.54	%		60.35	%		62.37	%
Efficiency ratio – YTD (non-GAAP)		54.78	%		59.66	%		59.58	%		62.58	%		63.77	%

MORTGAGE BANKING SEGMENT SUMMARY OF KEY QUARTERLY FINANCIAL DATA (Unaudited)
	At or For the Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2025			2025			2024			2024			2024
	(Dollars in Thousands)
Condensed Results of Operations:
Net interest loss	$	53		$	152		$	(92	)	$	(760	)	$	(552	)
Provision for credit losses		10			(40	)		36			(75	)		54
Total noninterest income		22,643			15,731			17,455			21,386			25,081
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		16,312			12,054			13,781			15,930			16,886
Occupancy, office furniture and equipment		833			853			754			953			1,046
Advertising		527			552			523			615			758
Data processing		507			498			542			570			549
Communications		158			135			135			152			168
Professional fees		303			1,373			917			379			569
Real estate owned		–			–			–			–			–
Loan processing expense		817			920			486			697			861
Other		1,230			1,751			814			1,261			1,641
Total noninterest expense		20,687			18,136			17,952			20,557			22,478
(Loss) income before income taxes (benefit) expense		1,999			(2,213	)		(625	)		144			1,997
Income tax (benefit) expense)		531			(588	)		(428	)		194			684
Net (loss) income	$	1,468		$	(1,625	)	$	(197	)	$	(50	)	$	1,313

Efficiency ratio – QTD (non-GAAP)		91.15	%		114.18	%		103.39	%		99.67	%		91.64	%
Efficiency ratio – YTD (non-GAAP)		100.63	%		114.18	%		97.74	%		96.23	%		94.62	%

Loan originations	$	588,838		$	387,729		$	470,650		$	558,729		$	634,109
Purchase		91.7	%		87.5	%		82.1	%		88.9	%		92.7	%
Refinance		8.3	%		12.5	%		17.9	%		11.1	%		7.3	%
Gross margin on loans sold⁽¹⁾		3.84	%		3.98	%		3.74	%		3.83	%		3.93	%

⁽¹⁾ Gross margin on loans sold equals mortgage banking income (excluding the change in interest rate lock value) divided by total loan originations.

Contact: Mark R. Gerke
Chief Financial Officer
414-459-4012
markgerke@wsbonline.com

MIL-OSI: Waterstone Financial, Inc. Announces Results of Operations for the Quarter and Six Months Ended June 30, 2025

Source: GlobeNewswire (MIL-OSI)

WAUWATOSA, Wis., July 22, 2025 (GLOBE NEWSWIRE) — Waterstone Financial, Inc. (NASDAQ: WSBF), holding company for WaterStone Bank, reported net income of $7.7 million, or $0.43 per diluted share, for the quarter ended June 30, 2025 compared to $5.7 million, or $0.31 per diluted share, for the quarter ended June 30, 2024. Net income per diluted share was $0.59 for the six months ended June 30, 2025 compared to net income per diluted share of $0.47 for the six months ended June 30, 2024.

“We are pleased with our performance during the quarter, which resulted in our highest quarterly earnings per share since the quarter ended December 31, 2021,” said William Bruss, Chief Executive Officer of Waterstone Financial, Inc. “The Community Banking segment achieved $2.4 million of growth in net interest income compared to the quarter ended June 30, 2024, primarily due to continued improvement in our cost of funds. We continue to maintain strong asset quality and experience minimal loan loss activity, resulting in releases from our allowance for credit losses. The Mortgage Banking segment recorded pre-tax income as seasonal loan origination volumes expanded during the quarter and professional fees normalized following the finalization of our legal settlement during the prior quarter. On a consolidated level, we continued to add to book value per share through strong earnings and an active share repurchase program.”

Highlights of the Quarter Ended June 30, 2025

Waterstone Financial, Inc. (Consolidated)

Consolidated net income of Waterstone Financial, Inc. totaled $7.7 million for the quarter ended June 30, 2025 compared to net income of $5.7 million for the quarter ended June 30, 2024.
Consolidated return on average assets (annualized) was 1.39% for the quarter ended June 30, 2025 and 1.02% for the quarter ended June 30, 2024.
Consolidated return on average equity (annualized) was 9.04% for the quarter ended June 30, 2025 and 6.84% for the quarter ended June 30, 2024.
Dividends declared during the quarter ended June 30, 2025 totaled $0.15 per common share.
During the quarter ended June 30, 2025, we repurchased approximately 508,000 shares at a cost (including the federal excise tax) of $6.5 million, or $12.80 per share. The share repurchases increased book value approximately $0.14 during the quarter ended June 30, 2025.
Nonperforming assets as a percentage of total assets was 0.37% at June 30, 2025, 0.35% at March 31, 2025, and 0.25% at June 30, 2024.
Past due loans as a percentage of total loans was 0.69% at June 30, 2025, 0.67% at March 31, 2025, and 0.76% at June 30, 2024.
Book value per share was $18.19 at June 30, 2025 and $17.53 at December 31, 2024.

Community Banking Segment

Pre-tax income totaled $7.6 million for the quarter ended June 30, 2025, which represents a $2.6 million, or 50.4%, increase compared to $5.1 million for the quarter ended June 30, 2024.
Net interest income totaled $13.6 million for the quarter ended June 30, 2025, which represents a $2.4 million, or 21.4%, increase compared to $11.2 million for the quarter ended June 30, 2024.
Average loans held for investment totaled $1.67 billion during the quarter ended June 30, 2025, which represents a decrease of $1.5 million, or 0.1%, compared to the quarter ended June 30, 2024. The decrease was primarily due to a decrease in single-family mortgages offset by increases in commercial real estate and multi-family mortgages. Average loans held for investment decreased $8.1 million compared to $1.67 billion for the quarter ended March 31, 2025. The decrease was primarily due to decrease in single-family mortgages.
Net interest margin increased 59 basis points to 2.60% for the quarter ended June 30, 2025 compared to 2.01% for the quarter ended June 30, 2024, which was primarily driven by an increase in weighted average yield on loans receivable and held for sale and decreases in the cost of borrowings and weighted average cost of deposits. Net interest margin increased 13 basis points compared to 2.47% for the quarter ended March 31, 2025, which was primarily driven by an increase in weighted average yield on loans receivable and held for sale and decreases in cost of borrowings and weighted average cost of deposits.
Past due loans at the community banking segment totaled $8.9 million at June 30, 2025, $7.6 million at March 31, 2025, and $9.3 million at June 30, 2024.
The segment had a negative provision for credit losses related to funded loans of $125,000 for the quarter ended June 30, 2025 compared to a negative provision for credit losses related to funded loans of $197,000 for the quarter ended June 30, 2024. The current quarter decrease was primarily due to decreases in multi-family qualitative risk factors, offset by an increase in the single-family loan qualitative factors primarily related to increases in internal asset quality risk factors and an increase in construction loan balances. The provision for credit losses related to unfunded loan commitments was $106,000 for the quarter ended June 30, 2025 compared to a negative provision for credit losses related to unfunded loan commitments of $82,000 for the quarter ended June 30, 2024. The provision for credit losses related to unfunded loan commitments for the quarter ended June 30, 2025 was due primarily to an increase in the loans approved that are currently waiting to close compared to the prior quarter end.
The efficiency ratio, a non-GAAP ratio, was 50.40% for the quarter ended June 30, 2025, compared to 62.37% for the quarter ended June 30, 2024.
Average core retail deposits (excluding brokered and escrow accounts) totaled $1.31 billion during the quarter ended June 30, 2025, an increase of $91.7 million, or 7.5%, compared to $1.22 billion during the quarter ended June 30, 2024. Average deposits increased $32.9 million, or 10.3% annualized, compared to $1.28 billion for the quarter ended March 31, 2025. The increases were primarily due to increases in checking, money market, and certificates of deposit balances. The segment had an average of $72.5 million in brokered certificate of deposits during the quarter ended June 30, 2025.

Mortgage Banking Segment

Pre-tax income totaled $2.0 million for the quarters ended June 30, 2025 and June 30, 2024.
Loan originations decreased $45.3 million, or 7.1%, to $588.8 million during the quarter ended June 30, 2025, compared to $634.1 million during the quarter ended June 30, 2024. Origination volume relative to purchase activity accounted for 91.7% of originations for the quarter ended June 30, 2025 compared to 92.7% of total originations for the quarter ended June 30, 2024.
Mortgage banking non-interest income decreased $2.4 million, or 9.7%, to $22.6 million for the quarter ended June 30, 2025, compared to $25.1 million for the quarter ended June 30, 2024.
Gross margin on loans sold totaled 3.84% for the quarter ended June 30, 2025, compared to 3.93% for the quarter ended June 30, 2024.
Total compensation, payroll taxes and other employee benefits decreased $574,000, or 3.4%, to $16.3 million during the quarter ended June 30, 2025 compared to $16.9 million during the quarter ended June 30, 2024. The decrease primarily related to decreased commission expense and salary expense offset by an increase in health insurance expense.

About Waterstone Financial, Inc.

Waterstone Financial, Inc. is the savings and loan holding company for WaterStone Bank, a community-focused financial institution established in 1921. WaterStone Bank offers a comprehensive suite of personal and business banking products and operates 14 branch locations across southeastern Wisconsin. WaterStone Bank is also the parent company of WaterStone Mortgage Corporation, a national lender licensed in 48 states.

With a long-standing commitment to innovation, integrity, and community service, Waterstone Financial, Inc. supports the financial and homeownership goals of customers nationwide. For more information about WaterStone Bank, go to http://www.wsbonline.com.

Forward-Looking Statements

This press release contains statements or information that may constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, statements regarding expected financial and operating activities and results that are preceded by, followed by, or that include words such as “may,” “expects,” “anticipates,” “estimates” or “believes.” Any such statements are based upon current expectations that involve a number of risks and uncertainties and are subject to important factors that could cause actual results to differ materially from those anticipated by the forward-looking statements. Factors that might cause such a difference include changes in interest rates; demand for products and services; the degree of competition by traditional and nontraditional competitors; changes in banking regulation or actions by bank regulators; changes in tax laws; the impact of technological advances; governmental and regulatory policy changes; the outcomes of contingencies; trends in customer behavior as well as their ability to repay loans; changes in local real estate values; changes in the national and local economies; and other factors, including risk factors referenced in Item 1A. Risk Factors in Waterstone’s most recent Annual Report on Form 10-K and as may be described from time to time in Waterstone’s subsequent SEC filings, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect only Waterstone’s belief as of the date of this press release.

Non-GAAP Financial Measures

Management uses non-GAAP financial information in its analysis of the Company’s performance. Management believes that this non-GAAP measure provides a greater understanding of ongoing operations and enhances comparability of results of operations with prior periods. The Company’s management believes that investors may use this non-GAAP measure to analyze the Company’s financial performance without the impact of unusual items or events that may obscure trends in the Company’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in this measure and that different companies might calculate this measure differently.

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	For The Three Months Ended June 30,						For The Six Months Ended June 30,
	2025			2024			2025			2024
	(In Thousands, except per share amounts)
Interest income:
Loans	$	25,875		$	25,601		$	50,953		$	50,085
Mortgage-related securities		1,253			1,125			2,444			2,223
Debt securities, federal funds sold and short-term investments		1,557			1,294			3,043			2,617
Total interest income		28,685			28,020			56,440			54,925
Interest expense:
Deposits		10,967			9,716			22,299			18,686
Borrowings		4,010			7,625			7,857			14,423
Total interest expense		14,977			17,341			30,156			33,109
Net interest income		13,708			10,679			26,284			21,816
Provision (credit) for credit losses		(9	)		(225	)		(567	)		(158	)
Net interest income after provision (credit) for loan losses		13,717			10,904			26,851			21,974
Noninterest income:
Service charges on loans and deposits		413			465			1,006			889
Increase in cash surrender value of life insurance		1,014			804			1,495			1,152
Mortgage banking income		22,559			24,838			38,287			44,906
Other		343			390			638			798
Total noninterest income		24,329			26,497			41,426			47,745
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		21,121			21,762			38,168			41,638
Occupancy, office furniture, and equipment		1,753			2,029			3,682			4,137
Advertising		746			987			1,469			1,901
Data processing		1,313			1,242			2,525			2,448
Communications		257			240			492			466
Professional fees		500			758			2,236			1,501
Real estate owned		(8	)		1			(18	)		14
Loan processing expense		817			861			1,737			1,907
Other		1,878			2,379			4,436			3,797
Total noninterest expenses		28,377			30,259			54,727			57,809
Income before income taxes		9,669			7,142			13,550			11,910
Income tax expense		1,942			1,430			2,787			3,160
Net income	$	7,727		$	5,712		$	10,763		$	8,750
Income per share:
Basic	$	0.43		$	0.31		$	0.59		$	0.47
Diluted	$	0.43		$	0.31		$	0.59		$	0.47
Weighted average shares outstanding:
Basic		17,989			18,524			18,127			18,772
Diluted		18,004			18,568			18,143			18,802

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	June 30,			December 31,
	2025			2024
	(Unaudited)
Assets	(In Thousands, except per share amounts)
Cash	$	63,178		$	35,182
Federal funds sold		7,465			4,302
Interest-earning deposits in other financial institutions and other short-term investments		280			277
Cash and cash equivalents		70,923			39,761
Securities available for sale (at fair value)		218,757			208,549
Loans held for sale (at fair value)		161,826			135,909
Loans receivable		1,664,273			1,680,576
Less: Allowance for credit losses (“ACL”) – loans		17,800			18,247
Loans receivable, net		1,646,473			1,662,329

Office properties and equipment, net		18,874			19,389
Federal Home Loan Bank stock (at cost)		20,349			20,295
Cash surrender value of life insurance		76,287			74,612
Real estate owned, net		85			505
Prepaid expenses and other assets		42,986			48,259
Total assets	$	2,256,560		$	2,209,608

Liabilities and Shareholders’ Equity
Liabilities:
Demand deposits	$	174,506		$	171,115
Money market and savings deposits		320,881			283,243
Time deposits		889,320			905,539
Total deposits		1,384,707			1,359,897

Borrowings		465,726			446,519
Advance payments by borrowers for taxes		21,083			5,630
Other liabilities		43,553			58,427
Total liabilities		1,915,069			1,870,473

Shareholders’ equity:
Preferred stock		–			–
Common stock		188			193
Additional paid-in capital		84,106			91,214
Retained earnings		282,578			277,196
Unearned ESOP shares		(10,089	)		(10,682	)
Accumulated other comprehensive loss, net of taxes		(15,292	)		(18,786	)
Total shareholders’ equity		341,491			339,135
Total liabilities and shareholders’ equity	$	2,256,560		$	2,209,608

Share Information
Shares outstanding		18,776			19,343
Book value per share	$	18.19		$	17.53

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES SUMMARY OF KEY QUARTERLY FINANCIAL DATA (Unaudited)

	At or For the Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2025			2025			2024			2024			2024
	(Dollars in Thousands, except per share amounts)
Condensed Results of Operations:
Net interest income	$	13,708		$	12,576		$	12,835		$	11,517		$	10,679
Provision (credit) for credit losses		(9	)		(558	)		367			(377	)		(225	)
Total noninterest income		24,329			17,097			19,005			22,552			26,497
Total noninterest expense		28,377			26,350			25,267			28,560			30,259
Income before income taxes		9,669			3,881			6,206			5,886			7,142
Income tax expense		1,942			845			996			1,158			1,430
Net income	$	7,727		$	3,036		$	5,210		$	4,728		$	5,712
Income per share – basic	$	0.43		$	0.17		$	0.28		$	0.26		$	0.31
Income per share – diluted	$	0.43		$	0.17		$	0.28		$	0.26		$	0.31
Dividends declared per common share	$	0.15		$	0.15		$	0.15		$	0.15		$	0.15

Performance Ratios (annualized):
Return on average assets – QTD		1.39	%		0.57	%		0.94	%		0.83	%		1.02	%
Return on average equity – QTD		9.04	%		3.61	%		6.05	%		5.55	%		6.84	%
Net interest margin – QTD		2.60	%		2.47	%		2.42	%		2.13	%		2.01	%

Return on average assets – YTD		0.99	%		0.57	%		0.84	%		0.81	%		0.79	%
Return on average equity – YTD		6.32	%		3.61	%		5.48	%		5.30	%		5.17	%
Net interest margin – YTD		2.54	%		2.47	%		2.17	%		2.09	%		2.08	%

Asset Quality Ratios:
Past due loans to total loans		0.69	%		0.67	%		0.95	%		0.63	%		0.76	%
Nonaccrual loans to total loans		0.49	%		0.45	%		0.34	%		0.32	%		0.33	%
Nonperforming assets to total assets		0.37	%		0.35	%		0.28	%		0.25	%		0.25	%
Allowance for credit losses – loans to loans receivable		1.07	%		1.08	%		1.09	%		1.07	%		1.10	%

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES SUMMARY OF QUARTERLY AVERAGE BALANCES AND YIELD/COSTS (Unaudited)

	At or For the Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2025			2025			2024			2024			2024
Average balances	(Dollars in Thousands)
Interest-earning assets
Loans receivable and held for sale	$	1,812,065		$	1,768,617		$	1,819,574		$	1,870,627		$	1,859,608
Mortgage related securities		173,220			170,947			168,521			170,221			171,895
Debt securities, federal funds sold and short-term investments		131,710			123,004			124,658			115,270			107,992
Total interest-earning assets		2,116,995			2,062,568			2,112,753			2,156,118			2,139,495
Noninterest-earning assets		105,382			105,030			100,627			104,600			104,019
Total assets	$	2,222,377		$	2,167,598		$	2,213,380		$	2,260,718		$	2,243,514

Interest-bearing liabilities
Demand accounts	$	89,548		$	87,393		$	92,247		$	89,334		$	91,300
Money market, savings, and escrow accounts		320,908			300,686			306,478			304,116			293,483
Certificates of deposit – retail		830,550			818,612			810,340			786,228			758,252
Certificates of deposit – brokered		72,533			97,101			59,254			–			–
Total interest-bearing deposits		1,313,539			1,303,792			1,268,319			1,179,678			1,143,035
Borrowings		437,784			397,053			464,964			600,570			622,771
Total interest-bearing liabilities		1,751,323			1,700,845			1,733,283			1,780,248			1,765,806
Noninterest-bearing demand deposits		85,665			80,372			87,889			91,532			93,637
Noninterest-bearing liabilities		42,669			44,905			49,645			49,787			48,315
Total liabilities		1,879,657			1,826,122			1,870,817			1,921,567			1,907,758
Equity		342,720			341,476			342,563			339,151			335,756
Total liabilities and equity	$	2,222,377		$	2,167,598		$	2,213,380		$	2,260,718		$	2,243,514

Average Yield/Costs (annualized)
Loans receivable and held for sale		5.73	%		5.75	%		5.75	%		5.65	%		5.54	%
Mortgage related securities		2.90	%		2.83	%		2.67	%		2.66	%		2.63	%
Debt securities, federal funds sold and short-term investments		4.74	%		4.90	%		4.85	%		5.05	%		4.82	%
Total interest-earning assets		5.43	%		5.46	%		5.46	%		5.39	%		5.27	%

Demand accounts		0.11	%		0.11	%		0.11	%		0.11	%		0.11	%
Money market and savings accounts		2.07	%		2.10	%		2.00	%		1.94	%		1.89	%
Certificates of deposit – retail		4.11	%		4.33	%		4.53	%		4.54	%		4.41	%
Certificates of deposit – brokered		4.35	%		4.18	%		4.18	%		0.00	%		0.00	%
Total interest-bearing deposits		3.35	%		3.52	%		3.58	%		3.53	%		3.42	%
Borrowings		3.67	%		3.93	%		4.11	%		4.77	%		4.92	%
Total interest-bearing liabilities		3.43	%		3.62	%		3.72	%		3.95	%		3.95	%

COMMUNITY BANKING SEGMENT SUMMARY OF KEY QUARTERLY FINANCIAL DATA (Unaudited)

	At or For the Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2025			2025			2024			2024			2024
	(Dollars in Thousands)
Condensed Results of Operations:
Net interest income	$	13,640		$	12,403		$	12,886		$	12,250		$	11,234
Provision (credit) for credit losses		(19	)		(518	)		331			(302	)		(279	)
Total noninterest income		1,686			1,348			1,595			1,227			1,491
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		5,027			5,212			4,883			5,326			5,116
Occupancy, office furniture and equipment		920			1,076			825			904			983
Advertising		219			171			204			311			229
Data processing		806			712			691			720			687
Communications		99			100			89			80			72
Professional fees		196			347			196			190			177
Real estate owned		(8	)		(10	)		12			–			1
Loan processing expense		–			–			–			–			–
Other		466			596			563			602			672
Total noninterest expense		7,725			8,204			7,463			8,133			7,937
Income before income taxes		7,620			6,065			6,687			5,646			5,067
Income tax expense		1,400			1,427			1,399			941			718
Net income	$	6,220		$	4,638		$	5,288		$	4,705		$	4,349

Efficiency ratio – QTD (non-GAAP)		50.40	%		59.66	%		51.54	%		60.35	%		62.37	%
Efficiency ratio – YTD (non-GAAP)		54.78	%		59.66	%		59.58	%		62.58	%		63.77	%

MORTGAGE BANKING SEGMENT SUMMARY OF KEY QUARTERLY FINANCIAL DATA (Unaudited)
	At or For the Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2025			2025			2024			2024			2024
	(Dollars in Thousands)
Condensed Results of Operations:
Net interest loss	$	53		$	152		$	(92	)	$	(760	)	$	(552	)
Provision for credit losses		10			(40	)		36			(75	)		54
Total noninterest income		22,643			15,731			17,455			21,386			25,081
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		16,312			12,054			13,781			15,930			16,886
Occupancy, office furniture and equipment		833			853			754			953			1,046
Advertising		527			552			523			615			758
Data processing		507			498			542			570			549
Communications		158			135			135			152			168
Professional fees		303			1,373			917			379			569
Real estate owned		–			–			–			–			–
Loan processing expense		817			920			486			697			861
Other		1,230			1,751			814			1,261			1,641
Total noninterest expense		20,687			18,136			17,952			20,557			22,478
(Loss) income before income taxes (benefit) expense		1,999			(2,213	)		(625	)		144			1,997
Income tax (benefit) expense)		531			(588	)		(428	)		194			684
Net (loss) income	$	1,468		$	(1,625	)	$	(197	)	$	(50	)	$	1,313

Efficiency ratio – QTD (non-GAAP)		91.15	%		114.18	%		103.39	%		99.67	%		91.64	%
Efficiency ratio – YTD (non-GAAP)		100.63	%		114.18	%		97.74	%		96.23	%		94.62	%

Loan originations	$	588,838		$	387,729		$	470,650		$	558,729		$	634,109
Purchase		91.7	%		87.5	%		82.1	%		88.9	%		92.7	%
Refinance		8.3	%		12.5	%		17.9	%		11.1	%		7.3	%
Gross margin on loans sold⁽¹⁾		3.84	%		3.98	%		3.74	%		3.83	%		3.93	%

⁽¹⁾ Gross margin on loans sold equals mortgage banking income (excluding the change in interest rate lock value) divided by total loan originations.

Contact: Mark R. Gerke
Chief Financial Officer
414-459-4012
markgerke@wsbonline.com

MIL-OSI: Rigetti Computing to Report Second Quarter 2025 Financial Results and Host Conference Call on August 12, 2025

Source: GlobeNewswire (MIL-OSI)

BERKELEY, Calif., July 22, 2025 (GLOBE NEWSWIRE) — Rigetti Computing, Inc. (“Rigetti” or the “Company”) (Nasdaq: RGTI), a pioneer in hybrid quantum-classical computing, announced today that it will release second quarter 2025 results on August 12, 2025 after market close. The Company will host a conference call to discuss its financial results and provide an update on its business operations at 5:00 p.m. ET the same day.

Key details regarding the call are as follows:

Call Date: Tuesday, August 12, 2025
Call Time: 5:00 p.m. ET / 2:00 p.m. PT
Webcast Link: https://edge.media-server.com/mmc/p/8kvnrhub
Live Call Participant Link: https://register-conf.media-server.com/register/BIf27dc41c4e0f4111a2f9000900ce8dd6

Webcast Instructions
You can listen to a live audio webcast of the conference call by visiting the “Webcast Link” above or the “Events & Presentations” section of the Company’s Investor Relations website at https://investors.rigetti.com/. A replay of the conference call will be available at the same locations following the conclusion of the call for one year.

Live Call Participant Instructions
To participate in the live call, you must register using the “Live Call Participant Link” above. Once registered, you will receive dial-in numbers and a unique PIN number. When you dial in, you will input your PIN and be routed into the call. If you register and forget your PIN, or lose the registration confirmation email, simply re-register to receive a new PIN.

About Rigetti
Rigetti is a pioneer in full-stack quantum computing. The Company has operated quantum computers over the cloud since 2017 and serves global enterprise, government, and research clients through its Rigetti Quantum Cloud Services platform. In 2021, Rigetti began selling on-premises quantum computing systems with qubit counts between 24 and 84 qubits, supporting national laboratories and quantum computing centers. Rigetti’s 9-qubit Novera™ QPU was introduced in 2023 supporting a broader R&D community with a high-performance, on-premises QPU designed to plug into a customer’s existing cryogenic and control systems. The Company’s proprietary quantum-classical infrastructure provides high-performance integration with public and private clouds for practical quantum computing. Rigetti has developed the industry’s first multi-chip quantum processor for scalable quantum computing systems. The Company designs and manufactures its chips in-house at Fab-1, the industry’s first dedicated and integrated quantum device manufacturing facility. Learn more at www.rigetti.com.

Rigetti Computing Media Contact:
press@rigetti.com
Rigetti Computing Investor Relations Contact:
IR@Rigetti.com

MIL-OSI: Hanmi Reports 2025 Second Quarter Results

Source: GlobeNewswire (MIL-OSI)

LOS ANGELES, July 22, 2025 (GLOBE NEWSWIRE) — Hanmi Financial Corporation (NASDAQ: HAFC, or “Hanmi”), the parent company of Hanmi Bank (the “Bank”), today reported financial results for the second quarter of 2025.

Net income for the second quarter of 2025 was $15.1 million, or $0.50 per diluted share, compared with $17.7 million, or $0.58 per diluted share for the first quarter of 2025. The return on average assets for the second quarter of 2025 was 0.79% and the return on average equity was 7.48%, compared with a return on average assets of 0.94% and a return on average equity of 8.92% for the first quarter of 2025.

CEO Commentary

“Hanmi delivered solid performance in the second quarter, highlighted by strong operational metrics,” said Bonnie Lee, President and Chief Executive Officer. “We further expanded our net interest margin to 3.07%, and grew preprovision net revenue by 3.7%, primarily driven by lower funding costs.”

“Loans grew 1.6% on an annualized basis with healthy C&I and residential mortgage loan production. Our relationship-based model continued to drive deposit growth, up 1.7% for the quarter. Noninterest-bearing demand deposit balances remained strong, accounting for over 30% of total deposits.”

“Our second quarter net income was impacted by credit loss expense; however, importantly, asset quality remained excellent with significant improvement from the prior quarter. Criticized loans, nonaccrual loans and delinquent loans all declined notably. Looking to the second half of the year, we are encouraged by the strength of our loan pipeline and remain focused on deepening client relationships, expanding our market presence and leveraging our balance sheet to deliver sustainable long-term growth.”

Second Quarter 2025 Highlights:

Second quarter net income was $15.1 million, or $0.50 per diluted share, compared with $17.7 million, or $0.58 per diluted share in the first quarter; the decline was driven by credit loss expense of $7.6 million.

Preprovision net revenue¹ grew 3.7%, or $1.0 million, reflecting a 3.7% increase in net interest income, a five basis point increase in the net interest margin, a 4.5% increase in noninterest income and well-managed noninterest expenses with the efficiency ratio remaining unchanged at 55.7%.

Asset quality improved significantly from the first quarter – criticized loans dropped 71.8% to 0.74% of total loans reflecting $85.3 million in loan upgrades of two CRE loans, a $20.0 million loan payment, and an $8.6 million loan charge-off; nonaccrual loans fell 26.8% to 0.41% of total loans reflecting the loan charge-off; and loan delinquencies declined to 0.17% of total loans.

Loans receivables were $6.31 billion at June 30, 2025, up 0.4% from the end of the first quarter of 2025; loan production for the second quarter was $329.6 million, with a weighted average interest rate of 7.10%.

Deposits were $6.73 billion at June 30, 2025, up 1.7% from the end of the first quarter of 2025; noninterest-bearing demand deposits at June 30, 2025 were 31.3% of total deposits.

Hanmi’s capital position remains strong with the ratio of tangible common equity to tangible assets² at 9.58% and the common equity tier 1 capital ratio at 12.12%; both essentially unchanged from the first quarter; tangible book value per share³ was $24.91.

____________________________________
_{¹ See non-GAAP reconciliation provided at the end of this news release.}

For more information about Hanmi, please see the Q2 2025 Investor Update (and Supplemental Financial Information), which is available on the Bank’s website at www.hanmi.com and via a current report on Form 8-K on the website of the Securities and Exchange Commission at www.sec.gov. Also, please refer to “Non-GAAP Financial Measures” herein for further details of the presentation of certain non-GAAP financial measures.

Quarterly Highlights
(Dollars in thousands, except per share data)

	As of or for the Three Months Ended															Amount Change
	June 30,			March 31,			December 31,			September 30,			June 30,			Q2-25			Q2-25
	2025			2025			2024			2024			2024			vs. Q1-25			vs. Q2-24

Net income	$	15,117		$	17,672		$	17,695		$	14,892		$	14,451		$	(2,555	)	$	666
Net income per diluted common share	$	0.50		$	0.58		$	0.58		$	0.49		$	0.48		$	(0.08	)	$	0.02

Assets	$	7,862,363		$	7,729,035		$	7,677,925		$	7,712,299		$	7,586,347		$	133,328		$	276,016
Loans receivable	$	6,305,957		$	6,282,189		$	6,251,377		$	6,257,744		$	6,176,359		$	23,768		$	129,598
Deposits	$	6,729,122		$	6,619,475		$	6,435,776		$	6,403,221		$	6,329,340		$	109,647		$	399,782

Return on average assets		0.79	%		0.94	%		0.93	%		0.79	%		0.77	%		-0.15			0.02
Return on average stockholders’ equity		7.48	%		8.92	%		8.89	%		7.55	%		7.50	%		-1.44			-0.02

Net interest margin		3.07	%		3.02	%		2.91	%		2.74	%		2.69	%		0.05			0.38
Efficiency ratio ⁽¹⁾		55.74	%		55.69	%		56.79	%		59.98	%		62.24	%		0.05			-6.50

Tangible common equity to tangible assets ⁽²⁾		9.58	%		9.59	%		9.41	%		9.42	%		9.19	%		-0.01			0.39
Tangible common equity per common share ⁽²⁾	$	24.91		$	24.49		$	23.88		$	24.03		$	22.99			0.42			1.92

_{⁽¹⁾Noninterest expense divided by net interest income plus noninterest income.}
_{⁽²⁾Refer to “Non-GAAP Financial Measures” for further details.}

Results of Operations
Net interest income for the second quarter was $57.1 million, up 3.7% from $55.1 million for the first quarter of 2025. The increase reflected the benefit of lower rates on interest-bearing liabilities, a higher volume of interest-earning assets and one additional day in the quarter. Average interest-earning assets increased 1.2% while the average yield decreased by one basis point. Average loans receivable increased 1.1% while the average yield decreased by two basis points to 5.93%. Average interest-bearing liabilities increased 0.9% while the average rate paid declined seven basis points. Average interest-bearing deposits, however, increased 3.7% while the average rate paid declined by five basis points to 3.64%, primarily due to lower rates paid on time deposits. Average borrowings fell 66.5% while the average rate paid increased one basis point.

Net interest margin (taxable equivalent) for the second quarter was 3.07%, up five basis points from 3.02% for the first quarter of 2025. The increase in the net interest margin reflected principally the benefit from lower average borrowings and a higher average balance of interest-bearing deposits in other banks.

____________________________________
_{² See non-GAAP reconciliation provided at the end of this news release.}
_{³ See non-GAAP reconciliation provided at the end of this news release.}

	For the Three Months Ended (in thousands)										Percentage Change
	Jun 30,		Mar 31,		Dec 31,		Sep 30,		Jun 30,		Q2-25			Q2-25
Net Interest Income	2025		2025		2024		2024		2024		vs. Q1-25			vs. Q2-24

Interest and fees on loans receivable ⁽¹⁾	$	92,589	$	90,887	$	91,545	$	92,182	$	90,752		1.9	%		2.0	%
Interest on securities		6,261		6,169		5,866		5,523		5,238		1.5	%		19.5	%
Dividends on FHLB stock		354		360		360		356		357		-1.7	%		-0.8	%
Interest on deposits in other banks		2,129		1,841		2,342		2,356		2,313		15.6	%		-8.0	%
Total interest and dividend income	$	101,333	$	99,257	$	100,113	$	100,417	$	98,660		2.1	%		2.7	%

Interest on deposits		41,924		40,559		43,406		47,153		46,495		3.4	%		-9.8	%
Interest on borrowings		684		2,024		1,634		1,561		1,896		-66.2	%		-63.9	%
Interest on subordinated debentures		1,586		1,582		1,624		1,652		1,649		0.3	%		-3.8	%
Total interest expense		44,194		44,165		46,664		50,366		50,040		0.1	%		-11.7	%
Net interest income	$	57,139	$	55,092	$	53,449	$	50,051	$	48,620		3.7	%		17.5	%

_{⁽¹⁾Includes loans held for sale.}

	For the Three Months Ended (in thousands)										Percentage Change
	Jun 30,		Mar 31,		Dec 31,		Sep 30,		Jun 30,		Q2-25			Q2-25
Average Earning Assets and Interest-bearing Liabilities	2025		2025		2024		2024		2024		vs. Q1-25			vs. Q2-24
Loans receivable ⁽¹⁾	$	6,257,741	$	6,189,531	$	6,103,264	$	6,112,324	$	6,089,440		1.1	%		2.8	%
Securities		993,975		1,001,499		998,313		986,041		979,671		-0.8	%		1.5	%
FHLB stock		16,385		16,385		16,385		16,385		16,385		0.0	%		0.0	%
Interest-bearing deposits in other banks		200,266		176,028		204,408		183,027		180,177		13.8	%		11.1	%
Average interest-earning assets	$	7,468,367	$	7,383,443	$	7,322,370	$	7,297,777	$	7,265,673		1.2	%		2.8	%

Demand: interest-bearing	$	81,308	$	79,369	$	79,784	$	83,647	$	85,443		2.4	%		-4.8	%
Money market and savings		2,109,221		2,037,224		1,934,540		1,885,799		1,845,870		3.5	%		14.3	%
Time deposits		2,434,659		2,345,346		2,346,363		2,427,737		2,453,154		3.8	%		-0.8	%
Average interest-bearing deposits		4,625,188		4,461,939		4,360,687		4,397,183		4,384,467		3.7	%		5.5	%
Borrowings		60,134		179,444		141,604		143,479		169,525		-66.5	%		-64.5	%
Subordinated debentures		130,880		130,718		130,567		130,403		130,239		0.1	%		0.5	%
Average interest-bearing liabilities	$	4,816,202	$	4,772,101	$	4,632,858	$	4,671,065	$	4,684,231		0.9	%		2.8	%

Average Noninterest Bearing Deposits
Demand deposits – noninterest bearing	$	1,934,985	$	1,895,953	$	1,967,789	$	1,908,833	$	1,883,765		2.1	%		2.7	%

_{⁽¹⁾Includes loans held for sale.}

	For the Three Months Ended															Yield/Rate Change
	Jun 30,			Mar 31,			Dec 31,			Sep 30,			Jun 30,			Q2-25		Q2-25
Average Yields and Rates	2025			2025			2024			2024			2024			vs. Q1-25		vs. Q2-24
Loans receivable ⁽¹⁾		5.93	%		5.95	%		5.97	%		6.00	%		5.99	%		-0.02		-0.06
Securities ⁽²⁾		2.55	%		2.49	%		2.38	%		2.27	%		2.17	%		0.06		0.38
FHLB stock		8.65	%		8.92	%		8.75	%		8.65	%		8.77	%		-0.27		-0.12
Interest-bearing deposits in other banks		4.26	%		4.24	%		4.56	%		5.12	%		5.16	%		0.02		-0.90
Interest-earning assets		5.44	%		5.45	%		5.45	%		5.48	%		5.46	%		-0.01		-0.02

Interest-bearing deposits		3.64	%		3.69	%		3.96	%		4.27	%		4.27	%		-0.05		-0.63
Borrowings		4.58	%		4.57	%		4.59	%		4.33	%		4.50	%		0.01		0.08
Subordinated debentures		4.84	%		4.84	%		4.97	%		5.07	%		5.07	%		0.00		-0.23
Interest-bearing liabilities		3.68	%		3.75	%		4.01	%		4.29	%		4.30	%		-0.07		-0.62

Net interest margin (taxable equivalent basis)		3.07	%		3.02	%		2.91	%		2.74	%		2.69	%		0.05		0.38

Cost of deposits		2.56	%		2.59	%		2.73	%		2.97	%		2.98	%		-0.03		-0.42

_{⁽¹⁾Includes loans held for sale.}
_{⁽²⁾Amounts calculated on a fully taxable equivalent basis using the federal tax rate in effect for the periods presented.}

Credit loss expense for the second quarter was $7.6 million, compared with $2.7 million for the first quarter of 2025. The increase in credit loss expense reflected the increase in net charge-offs as well as an increase in quantitative and qualitative estimated loss rates. Net charge-offs included an $8.6 million loan charge-off on the syndicated commercial real estate office loan designated as nonaccrual, with an associated specific allowance of $6.2 million, in the first quarter of 2025. Second quarter credit loss expense included a $7.5 million credit loss expense for loan losses and a $0.1 million credit loss expense for off-balance sheet items. First quarter credit loss expense included a $2.4 million credit loss expense for loan losses and a $0.3 million credit loss expense for off-balance sheet items.

Noninterest income for the second quarter increased $0.4 million, or 4.5%, to $8.1 million from $7.7 million for the first quarter of 2025. The increase was primarily due to a $0.2 million increase on gains from the sale of SBA loans and an increase in bank-owned life insurance income of $0.4 million from a death benefit claim, partially offset by the absence of gain on sale of mortgage loans. Gain on sales of SBA loans were $2.2 million for the second quarter of 2025, compared with $2.0 million for the first quarter of 2025. The volume of SBA loans sold for the second quarter increased to $35.4 million from $32.2 million for the first quarter of 2025, while trade premiums were 7.61% for the second quarter of 2025 compared with 7.82% for the first quarter. There were no mortgage loans sales during the second quarter, compared with $10.0 million of mortgage loans sold at a 2.50% premium for the first quarter. Gains on mortgage loans sold were $0.2 million for the first quarter. Subsequent to the end of the second quarter, $41.9 million of mortgage loans were sold at a 2.38% premium resulting in a gain of $0.7 million.

	For the Three Months Ended (in thousands)										Percentage Change
	Jun 30,		Mar 31,		Dec 31,		Sep 30,		Jun 30,		Q2-25			Q2-25
Noninterest Income	2025		2025		2024		2024		2024		vs. Q1-25			vs. Q2-24
Service charges on deposit accounts	$	2,169	$	2,217	$	2,192	$	2,311	$	2,429		-2.2	%		-10.7	%
Trade finance and other service charges and fees		1,461		1,396		1,364		1,254		1,277		4.7	%		14.4	%
Servicing income		754		732		668		817		796		3.0	%		-5.3	%
Bank-owned life insurance income		708		309		316		320		638		129.1	%		11.0	%
All other operating income		819		897		1,037		1,008		908		-8.7	%		-9.8	%
Service charges, fees & other		5,911		5,551		5,577		5,710		6,048		6.5	%		-2.3	%

Gain on sale of SBA loans		2,160		2,000		1,443		1,544		1,644		8.0	%		31.4	%
Gain on sale of mortgage loans		–		175		337		324		365		-100.0	%		-100.0	%
Gain on sale of bank premises		–		–		–		860		–		0.0	%		0.0	%
Total noninterest income	$	8,071	$	7,726	$	7,357	$	8,438	$	8,057		4.5	%		0.2	%

Noninterest expense for the second quarter increased $1.3 million to $36.3 million from $35.0 million for the first quarter of 2025. Second quarter noninterest expense was up 3.9% sequentially due to increases in salaries and benefits, professional fees, advertising and promotion and all other operating expenses, partially offset by a $0.6 million gain on sale of other real estate owned. Salaries and benefits increased $1.1 million due to annual merit adjustments and lower capitalized salaries related to loan production. Professional fees increased $0.3 million due to new project activities and fees for services. Advertising and promotion increased $0.2 million primarily due to a new branch opening. All other operating expenses increased $0.4 million due to loan and deposit operating expenses. The efficiency ratio for the second quarter was 55.7%, unchanged from the first quarter of 2025.

	For the Three Months Ended (in thousands)													Percentage Change
	Jun 30,			Mar 31,			Dec 31,			Sep 30,		Jun 30,		Q2-25			Q2-25
	2025			2025			2024			2024		2024		vs. Q1-25			vs. Q2-24
Noninterest Expense
Salaries and employee benefits	$	22,069		$	20,972		$	20,498		$	20,851	$	20,434		5.2	%		8.0	%
Occupancy and equipment		4,344			4,450			4,503			4,499		4,348		-2.4	%		-0.1	%
Data processing		3,727			3,787			3,800			3,839		3,686		-1.6	%		1.1	%
Professional fees		1,725			1,468			1,821			1,492		1,749		17.5	%		-1.4	%
Supplies and communication		515			517			551			538		570		-0.4	%		-9.6	%
Advertising and promotion		798			585			821			631		669		36.4	%		19.3	%
All other operating expenses		3,567			3,175			3,847			2,875		3,251		12.3	%		9.7	%
Subtotal		36,745			34,954			35,841			34,725		34,707		5.1	%		5.9	%

Branch consolidation expense		–			–			–			–		301		0.0	%		-100.0	%
Other real estate owned expense (income)		(461	)		41			(1,588	)		77		6	N/M			N/M
Repossessed personal property expense (income)		63			(11	)		281			278		262		-672.7	%		-76.0	%
Total noninterest expense	$	36,347		$	34,984		$	34,534		$	35,080	$	35,276		3.9	%		3.0	%

Hanmi recorded a provision for income taxes of $6.1 million for the second quarter of 2025, compared with $7.4 million for the first quarter of 2025, representing an effective tax rate of 28.8% and 29.6%, respectively.

Financial Position
Total assets at June 30, 2025 increased 1.7%, or $133.3 million, to $7.86 billion from $7.73 billion at March 31, 2025. The increase reflected a $51.0 million increase in cash, a $37.8 million increase in loans held for sale, a $27.6 million increase in loans, a $11.1 million increase in securities available for sale, and a $6.7 million increase in prepaid expenses and other assets.

Loans receivable, before allowance for credit losses, were $6.31 billion at June 30, 2025, up from $6.28 billion at March 31, 2025.

Loans held-for-sale were $49.6 million at June 30, 2025, up from $11.8 million at March 31, 2025. At the end of the second quarter, loans held-for-sale consisted of $41.9 million of residential mortgage loans and $7.7 million of the guaranteed portion of SBA 7(a) loans.

	As of (in thousands)										Percentage Change
	Jun 30,		Mar 31,		Dec 31,		Sep 30,		Jun 30,		Q2-25			Q2-25
	2025		2025		2024		2024		2024		vs. Q1-25			vs. Q2-24
Loan Portfolio
Commercial real estate loans	$	3,948,922	$	3,975,651	$	3,949,622	$	3,932,088	$	3,888,505		-0.7	%		1.6	%
Residential/consumer loans		993,869		979,536		951,302		939,285		954,209		1.5	%		4.2	%
Commercial and industrial loans		917,995		854,406		863,431		879,092		802,372		7.4	%		14.4	%
Equipment finance		445,171		472,596		487,022		507,279		531,273		-5.8	%		-16.2	%
Loans receivable		6,305,957		6,282,189		6,251,377		6,257,744		6,176,359		0.4	%		2.1	%
Loans held for sale		49,611		11,831		8,579		54,336		10,467		319.3	%		374.0	%
Total	$	6,355,568	$	6,294,020	$	6,259,956	$	6,312,080	$	6,186,826		1.0	%		2.7	%

	As of
	Jun 30,			Mar 31,			Dec 31,			Sep 30,			Jun 30,
	2025			2025			2024			2024			2024
Composition of Loan Portfolio
Commercial real estate loans		62.2	%		63.1	%		63.1	%		62.3	%		62.9	%
Residential/consumer loans		15.6	%		15.6	%		15.2	%		14.9	%		15.4	%
Commercial and industrial loans		14.4	%		13.6	%		13.8	%		13.9	%		13.0	%
Equipment finance		7.0	%		7.5	%		7.8	%		8.0	%		8.5	%
Loans receivable		99.2	%		99.8	%		99.9	%		99.1	%		99.8	%
Loans held for sale		0.8	%		0.2	%		0.1	%		0.9	%		0.2	%
Total		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

New loan production was $329.6 million for the second quarter of 2025 with an average rate of 7.10%, while payoffs were $119.1 million during the quarter at an average rate of 6.47%.

Commercial real estate loan production for the second quarter of 2025 was $112.0 million. Residential mortgage loan production was $83.8 million. Commercial and industrial loan production was $53.4 million, SBA loan production was $46.8 million, and equipment finance production was $33.6 million.

	For the Three Months Ended (in thousands)
	Jun 30,			Mar 31,			Dec 31,			Sep 30,			Jun 30,
	2025			2025			2024			2024			2024
New Loan Production
Commercial real estate loans	$	111,993		$	146,606		$	146,716		$	110,246		$	87,632
Residential/consumer loans		83,761			55,000			40,225			40,758			30,194
Commercial and industrial loans		53,444			42,344			60,159			105,086			59,007
SBA loans		46,829			55,242			49,740			51,616			54,486
Equipment finance		33,567			46,749			42,168			40,066			42,594
Subtotal		329,594			345,941			339,008			347,772			273,913


Payoffs		(119,139	)		(125,102	)		(137,933	)		(77,603	)		(148,400	)
Amortization		(151,357	)		(90,743	)		(60,583	)		(151,674	)		(83,640	)
Loan sales		(35,388	)		(42,193	)		(67,852	)		(43,868	)		(42,945	)
Net line utilization		12,435			(53,901	)		(75,651	)		9,426			1,929
Charge-offs & OREO		(12,377	)		(3,190	)		(3,356	)		(2,668	)		(2,338	)

Loans receivable-beginning balance		6,282,189			6,251,377			6,257,744			6,176,359			6,177,840
Loans receivable-ending balance	$	6,305,957		$	6,282,189		$	6,251,377		$	6,257,744		$	6,176,359

Deposits were $6.73 billion at the end of the second quarter of 2025, up $109.6 million, or 1.7%, from $6.62 billion at the end of the prior quarter. Driving the change was a $42.7 million increase in time deposits, a $38.7 million increase in noninterest-bearing demand deposits and a $18.9 million increase in money market and savings deposits. Noninterest-bearing demand deposits represented 31.3% of total deposits at June 30, 2025 and the loan-to-deposit ratio was 93.7%.

	As of (in thousands)										Percentage Change
	Jun 30,		Mar 31,		Dec 31,		Sep 30,		Jun 30,		Q2-25			Q2-25
	2025		2025		2024		2024		2024		vs. Q1-25			vs. Q2-24
Deposit Portfolio
Demand: noninterest-bearing	$	2,105,369	$	2,066,659	$	2,096,634	$	2,051,790	$	1,959,963		1.9	%		7.4	%
Demand: interest-bearing		90,172		80,790		80,323		79,287		82,981		11.6	%		8.7	%
Money market and savings		2,092,847		2,073,943		1,933,535		1,898,834		1,834,797		0.9	%		14.1	%
Time deposits		2,440,734		2,398,083		2,325,284		2,373,310		2,451,599		1.8	%		-0.4	%
Total deposits	$	6,729,122	$	6,619,475	$	6,435,776	$	6,403,221	$	6,329,340		1.7	%		6.3	%

	As of
	Jun 30,			Mar 31,			Dec 31,			Sep 30,			Jun 30,
	2025			2025			2024			2024			2024
Composition of Deposit Portfolio
Demand: noninterest-bearing		31.3	%		31.2	%		32.6	%		32.0	%		31.0	%
Demand: interest-bearing		1.3	%		1.2	%		1.2	%		1.2	%		1.3	%
Money market and savings		31.1	%		31.3	%		30.0	%		29.7	%		29.0	%
Time deposits		36.3	%		36.3	%		36.2	%		37.1	%		38.7	%
Total deposits		100.0	%		100.0	%		100.1	%		100.0	%		100.0	%

Stockholders’ equity at June 30, 2025 was $762.8 million, up $11.3 million from $751.5 million at March 31, 2025. The increase included net income, net of dividends paid, of $7.0 million for the second quarter. In addition, the increase in stockholders’ equity included a $5.5 million decrease in unrealized after-tax losses on securities available for sale, due to changes in interest rates during the second quarter of 2025. Hanmi also repurchased 70,000 shares of common stock at a cost of $1.6 million, for an average share price of $23.26, during the quarter. At June 30, 2025, 1,110,500 shares remain under Hanmi’s share repurchase program. Tangible common stockholders’ equity was $751.8 million, or 9.58% of tangible assets at June 30, 2025 compared with $740.5 million, or 9.59% of tangible assets at the end of the prior quarter. Please refer to the Non-GAAP Financial Measures section below for more information.

Hanmi and the Bank exceeded minimum regulatory capital requirements, and the Bank continues to exceed the minimum for the “well capitalized” category. At June 30, 2025, Hanmi’s preliminary common equity tier 1 capital ratio was 12.12% and its total risk-based capital ratio was 15.20%, compared with 12.12% and 15.28%, respectively, at the end of the prior quarter.

	As of															Ratio Change
	Jun 30,			Mar 31,			Dec 31,			Sep 30,			Jun 30,			Q2-25		Q2-25
	2025			2025			2024			2024			2024			vs. Q1-25		vs. Q2-24
Regulatory Capital ratios ⁽¹⁾
Hanmi Financial
Total risk-based capital		15.20	%		15.28	%		15.24	%		15.03	%		15.24	%		-0.08		-0.04
Tier 1 risk-based capital		12.46	%		12.46	%		12.46	%		12.29	%		12.46	%		0.00		0.00
Common equity tier 1 capital		12.12	%		12.12	%		12.11	%		11.95	%		12.11	%		0.00		0.01
Tier 1 leverage capital ratio		10.63	%		10.67	%		10.63	%		10.56	%		10.51	%		-0.04		0.12
Hanmi Bank
Total risk-based capital		14.39	%		14.47	%		14.43	%		14.27	%		14.51	%		-0.08		-0.12
Tier 1 risk-based capital		13.32	%		13.34	%		13.36	%		13.23	%		13.47	%		-0.02		-0.15
Common equity tier 1 capital		13.32	%		13.34	%		13.36	%		13.23	%		13.47	%		-0.02		-0.15
Tier 1 leverage capital ratio		11.43	%		11.49	%		11.47	%		11.43	%		11.41	%		-0.06		0.02

_{⁽¹⁾Preliminary ratios for June 30, 2025}

Asset Quality
Loans 30 to 89 days past due and still accruing were 0.17% of loans at the end of the second quarter of 2025, compared with 0.28% at the end of the prior quarter.

Criticized loans totaled $46.6 million at June 30, 2025, down from $164.9 million at the end of the prior quarter. The $118.3 million decrease resulted from a $105.7 million decrease in special mention loans, and a $12.6 million decrease in classified loans. The $105.7 million decrease in special mention loans included loan upgrades of $85.3 million of two commercial real estate loans, paydowns of $20.0 million and amortization of $0.7 million, offset by downgrades of $0.3 million. The $12.6 million decrease in classified loans resulted from $8.7 million of loan charge-offs (primarily due to the previously mentioned $8.6 million commercial real estate loan charge-off), $2.9 million of equipment financing charge-offs, $1.6 million of amortization/paydowns, $4.0 million of loan upgrades and, $0.2 million of payoffs, offset by $4.8 million in additions. Additions included newly classified equipment financing agreements of $2.4 million and loan downgrades of $2.4 million.

Nonperforming loans were $26.0 million at June 30, 2025, down from $35.6 million at the end of the prior quarter. The $9.6 million decrease primarily reflected charge-offs of $11.6 million, $1.3 million in paydowns, loan upgrades of $1.0 million, and pay-offs of $0.2 million. Additions included $2.1 million of loans and $2.5 million of equipment financing agreements.

Nonperforming assets were $26.0 million at June 30, 2025, down from $35.7 million at the end of the prior quarter. As a percentage of total assets, nonperforming assets were 0.33% at June 30, 2025, and 0.46% at the end of the prior quarter.

Gross charge-offs for the second quarter of 2025 were $12.4 million, compared with $3.2 million for the preceding quarter. The increase in gross charge-offs was primarily due to a $8.6 million charge-off on a commercial real estate loan designated as nonaccrual during the first quarter of 2025. Charge-offs during the second quarter also included $2.9 million on equipment financing agreements. Recoveries of previously charged-off loans were $1.0 million in the second quarter of 2025, which included $0.6 million of recoveries on equipment financing agreements. As a result, there were $11.4 million of net charge-offs for the second quarter of 2025, compared to $1.9 million for the prior quarter.

The allowance for credit losses was $66.8 million at June 30, 2025, compared with $70.6 million at March 31, 2025. Collectively evaluated allowances increased $3.8 million and specific allowances for loans decreased $7.6 million. The decrease in specific allowances was a result of the previously mentioned $8.6 million charge-off. The ratio of the allowance for credit losses to loans was 1.06% at June 30, 2025 and 1.12% at the end of the prior quarter.

	As of or for the Three Months Ended (in thousands)															Amount Change
	Jun 30,			Mar 31,			Dec 31,			Sep 30,			Jun 30,			Q2-25			Q2-25
	2025			2025			2024			2024			2024			vs. Q1-25			vs. Q2-24
Asset Quality Data and Ratios

Delinquent loans:
Loans, 30 to 89 days past due and still accruing	$	10,953		$	17,312		$	18,454		$	15,027		$	13,844		$	(6,359	)	$	(2,891	)
Delinquent loans to total loans		0.17	%		0.28	%		0.30	%		0.24	%		0.22	%		(0.11	)		(0.05	)

Criticized loans:
Special mention	$	12,701		$	118,380		$	139,612		$	131,575		$	36,921		$	(105,679	)	$	(24,220	)
Classified		33,857			46,519			25,683			28,377			33,945			(12,662	)		(88	)
Total criticized loans ⁽¹⁾	$	46,558		$	164,899		$	165,295		$	159,952		$	70,866		$	(118,341	)	$	(24,308	)

Criticized loans to total loans		0.74	%		2.62	%		2.64	%		2.56	%		1.15	%		(1.88	)		(0.41	)

Nonperforming assets:
Nonaccrual loans	$	25,968		$	35,459		$	14,272		$	15,248		$	19,245		$	(9,491	)	$	6,723
Loans 90 days or more past due and still accruing		–			112			–			242			–			(112	)		–
Nonperforming loans ⁽²⁾		25,968			35,571			14,272			15,490			19,245			(9,603	)		6,723
Other real estate owned, net		–			117			117			772			772			(117	)		(772	)
Nonperforming assets ⁽³⁾	$	25,968		$	35,688		$	14,389		$	16,262		$	20,017		$	(9,720	)	$	5,951

Nonperforming assets to assets ⁽²⁾		0.33	%		0.46	%		0.19	%		0.21	%		0.26	%		-0.13			0.07
Nonperforming loans to total loans		0.41	%		0.57	%		0.23	%		0.25	%		0.31	%		-0.16			0.10

_{⁽¹⁾Includes nonaccrual loans of $24.1 million, $34.4 million, $13.4 million, $13.6 million, and $18.4 million as of Q2-25, Q1-25, Q4-24, Q3-24, and Q2-24, respectively.}
_{⁽²⁾Excludes a $27.2 million nonperforming loan held-for-sale as of September 30, 2024.}
_{⁽³⁾Excludes repossessed personal property of $0.6 million, $0.7 million, $0.6 million, $1.2 million, and $1.2 million as of Q2-25, Q1-25, Q4-24, Q3-24, and Q2-24, respectively.}

	As of or for the Three Months Ended (in thousands)
	Jun 30,			Mar 31,			Dec 31,			Sep 30,			Jun 30,
	2025			2025			2024			2024			2024
Allowance for credit losses related to loans:
Balance at beginning of period	$	70,597		$	70,147		$	69,163		$	67,729		$	68,270
Credit loss expense (recovery) on loans		7,524			2,396			855			2,312			1,248
Net loan (charge-offs) recoveries		(11,365	)		(1,946	)		129			(878	)		(1,789	)
Balance at end of period	$	66,756		$	70,597		$	70,147		$	69,163		$	67,729

Net loan charge-offs (recoveries) to average loans ⁽¹⁾		0.73	%		0.13	%		-0.01	%		0.06	%		0.12	%
Allowance for credit losses to loans		1.06	%		1.12	%		1.12	%		1.11	%		1.10	%

Allowance for credit losses related to off-balance sheet items:
Balance at beginning of period	$	2,399		$	2,074		$	1,984		$	2,010		$	2,297
Credit loss expense (recovery) on off-balance sheet items		107			325			90			(26	)		(287	)
Balance at end of period	$	2,506		$	2,399		$	2,074		$	1,984		$	2,010

Unused commitments to extend credit	$	915,847		$	896,282		$	782,587		$	739,975		$	795,391

_{⁽¹⁾Annualized}

Corporate Developments
On April 24, 2025, Hanmi’s Board of Directors declared a cash dividend on its common stock for the 2025 second quarter of $0.27 per share. Hanmi paid the dividend on May 21, 2025, to stockholders of record as of the close of business on May 5, 2025.

Earnings Conference Call
Hanmi Bank will host its second quarter 2025 earnings conference call today, July 22, 2025, at 2:00 p.m. PST (5:00 p.m. EST) to discuss these results. This call will also be webcast. To access the call, please dial 1-877-407-9039 before 2:00 p.m. PST, using access code Hanmi Bank. To listen to the call online, either live or archived, please visit Hanmi’s Investor Relations website at https://investors.hanmi.com/ where it will also be available for replay approximately one hour following the call.

About Hanmi Financial Corporation
Headquartered in Los Angeles, California, Hanmi Financial Corporation owns Hanmi Bank, which serves multi-ethnic communities through its network of 32 full-service branches and eight loan production offices in California, Texas, Illinois, Virginia, New Jersey, New York, Colorado, Washington and Georgia. Hanmi Bank specializes in real estate, commercial, SBA and trade finance lending to small and middle market businesses. Additional information is available at www.hanmi.com.

Forward-Looking Statements
This press release contains forward-looking statements, which are included in accordance with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward–looking statements” for purposes of federal and state securities laws, including, but not limited to, statements about our anticipated future operating and financial performance, financial position and liquidity, business strategies, regulatory and competitive outlook, investment and expenditure plans, capital and financing needs and availability, plans and objectives of management for future operations, developments regarding our capital and strategic plans, and other similar forecasts and statements of expectation and statements of assumption underlying any of the foregoing. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of such terms and other comparable terminology. Although we believe that our forward-looking statements to be reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ from those expressed or implied by the forward-looking statements. These factors include the following:

a failure to maintain adequate levels of capital and liquidity to support our operations;
general economic and business conditions internationally, nationally and in those areas in which we operate, including any potential recessionary conditions;
volatility and deterioration in the credit and equity markets;
changes in investor sentiment or consumer spending, borrowing and savings habits;
availability of capital from private and government sources;
demographic changes;
competition for loans and deposits and failure to attract or retain loans and deposits;
inflation and fluctuations in interest rates that reduce our margins and yields, the fair value of financial instruments, the level of loan originations or prepayments on loans we have made and make, the level of loan sales and the cost we pay to retain and attract deposits and secure other types of funding;
our ability to enter new markets successfully and capitalize on growth opportunities;
the current or anticipated impact of military conflict, terrorism or other geopolitical events;
the effect of potential future supervisory action against us or Hanmi Bank and our ability to address any issues raised in our regulatory exams;
risks of natural disasters;
legal proceedings and litigation brought against us;
a failure in or breach of our operational or security systems or infrastructure, including cyberattacks;
the failure to maintain current technologies;
risks associated with Small Business Administration loans;
failure to attract or retain key employees;
our ability to access cost-effective funding;
the imposition of tariffs or other domestic or international governmental policies and retaliatory responses;
changes in liquidity, including the size and composition of our deposit portfolio and the percentage of uninsured deposits in the portfolio;
fluctuations in real estate values;
changes in accounting policies and practices;
changes in governmental regulation, including, but not limited to, any increase in FDIC insurance premiums and changes in the monetary policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System;
the ability of Hanmi Bank to make distributions to Hanmi Financial Corporation, which is restricted by certain factors, including Hanmi Bank’s retained earnings, net income, prior distributions made, and certain other financial tests;
strategic transactions we may enter into;
the adequacy of and changes in the economic assumptions and methodology for computing our allowance for credit losses;
our credit quality and the effect of credit quality on our credit losses expense and allowance for credit losses;
changes in the financial performance and/or condition of our borrowers and the ability of our borrowers to perform under the terms of their loans and other terms of credit agreements;
our ability to control expenses; and
cyber security and fraud risks against our information technology and those of our third-party providers and vendors.

In addition, we set forth certain risks in our reports filed with the U.S. Securities and Exchange Commission, including, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, our Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K that we will file hereafter, which could cause actual results to differ from those projected. We undertake no obligation to update such forward-looking statements except as required by law.

Investor Contacts:
Romolo (Ron) Santarosa
Senior Executive Vice President & Chief Financial Officer
213-427-5636

Lisa Fortuna
Investor Relations
Financial Profiles, Inc.
lfortuna@finprofiles.com
310-622-8251

Hanmi Financial Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
(Dollars in thousands)

	June 30,			March 31,			Percentage			June 30,			Percentage
	2025			2025			Change			2024			Change
Assets
Cash and due from banks	$	380,050		$	329,003			15.5	%	$	313,079			21.4	%
Securities available for sale, at fair value		918,094			907,011			1.2	%		877,638			4.6	%
Loans held for sale, at the lower of cost or fair value		49,611			11,831			319.3	%		10,467			374.0	%
Loans receivable, net of allowance for credit losses		6,239,201			6,211,592			0.4	%		6,108,630			2.1	%
Accrued interest receivable		23,749			23,536			0.9	%		23,958			-0.9	%
Premises and equipment, net		20,607			20,866			-1.2	%		21,955			-6.1	%
Customers’ liability on acceptances		214			552			-61.2	%		551			-61.2	%
Servicing assets		6,420			6,422			0.0	%		6,836			-6.1	%
Goodwill and other intangible assets, net		11,031			11,031			0.0	%		11,048			-0.2	%
Federal Home Loan Bank (“FHLB”) stock, at cost		16,385			16,385			0.0	%		16,385			0.0	%
Bank-owned life insurance		56,985			57,476			-0.9	%		56,534			0.8	%
Prepaid expenses and other assets		140,016			133,330			5.0	%		139,266			0.5	%
Total assets	$	7,862,363		$	7,729,035			1.7	%	$	7,586,347			3.6	%

Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Noninterest-bearing	$	2,105,369		$	2,066,659			1.9	%	$	1,959,963			7.4	%
Interest-bearing		4,623,753			4,552,816			1.6	%		4,369,377			5.8	%
Total deposits		6,729,122			6,619,475			1.7	%		6,329,340			6.3	%
Accrued interest payable		30,567			29,646			3.1	%		47,699			-35.9	%
Bank’s liability on acceptances		214			552			-61.2	%		551			-61.2	%
Borrowings		127,500			117,500			8.5	%		292,500			-56.4	%
Subordinated debentures		130,960			130,799			0.1	%		130,318			0.5	%
Accrued expenses and other liabilities		81,166			79,578			2.0	%		78,880			2.9	%
Total liabilities		7,099,529			6,977,550			1.7	%		6,879,288			3.2	%

Stockholders’ equity:
Common stock		34			34			0.0	%		34			0.0	%
Additional paid-in capital		592,825			591,942			0.1	%		588,647			0.7	%
Accumulated other comprehensive (loss)		(54,511	)		(60,002	)		9.2	%		(78,000	)		30.1	%
Retained earnings		367,251			360,289			1.9	%		333,392			10.2	%
Less treasury stock		(142,765	)		(140,778	)		-1.4	%		(137,014	)		-4.2	%
Total stockholders’ equity		762,834			751,485			1.5	%		707,059			7.9	%
Total liabilities and stockholders’ equity	$	7,862,363		$	7,729,035			1.7	%	$	7,586,347			3.6	%

Hanmi Financial Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
(Dollars in thousands, except share and per share data)

	Three Months Ended
	June 30,		March 31,		Percentage			June 30,		Percentage
	2025		2025		Change			2024		Change
Interest and dividend income:
Interest and fees on loans receivable	$	92,589	$	90,887		1.9	%	$	90,752		2.0	%
Interest on securities		6,261		6,169		1.5	%		5,238		19.5	%
Dividends on FHLB stock		354		360		-1.7	%		357		-0.8	%
Interest on deposits in other banks		2,129		1,841		15.6	%		2,313		-8.0	%
Total interest and dividend income		101,333		99,257		2.1	%		98,660		2.7	%
Interest expense:
Interest on deposits		41,924		40,559		3.4	%		46,495		-9.8	%
Interest on borrowings		684		2,024		-66.2	%		1,896		-63.9	%
Interest on subordinated debentures		1,586		1,582		0.3	%		1,649		-3.8	%
Total interest expense		44,194		44,165		0.1	%		50,040		-11.7	%
Net interest income before credit loss expense		57,139		55,092		3.7	%		48,620		17.5	%
Credit loss expense		7,631		2,721		180.4	%		961		694.1	%
Net interest income after credit loss expense		49,508		52,371		-5.5	%		47,659		3.9	%
Noninterest income:
Service charges on deposit accounts		2,169		2,217		-2.2	%		2,429		-10.7	%
Trade finance and other service charges and fees		1,461		1,396		4.7	%		1,277		14.4	%
Gain on sale of Small Business Administration (“SBA”) loans		2,160		2,000		8.0	%		1,644		31.4	%
Other operating income		2,281		2,113		8.0	%		2,707		-15.7	%
Total noninterest income		8,071		7,726		4.5	%		8,057		0.2	%
Noninterest expense:
Salaries and employee benefits		22,069		20,972		5.2	%		20,434		8.0	%
Occupancy and equipment		4,344		4,450		-2.4	%		4,607		-5.7	%
Data processing		3,727		3,787		-1.6	%		3,686		1.1	%
Professional fees		1,725		1,468		17.5	%		1,749		-1.4	%
Supplies and communications		515		517		-0.4	%		570		-9.6	%
Advertising and promotion		798		585		36.4	%		669		19.3	%
Other operating expenses		3,169		3,205		-1.1	%		3,561		-11.0	%
Total noninterest expense		36,347		34,984		3.9	%		35,276		3.0	%
Income before tax		21,232		25,113		-15.5	%		20,440		3.9	%
Income tax expense		6,115		7,441		-17.8	%		5,989		2.1	%
Net income	$	15,117	$	17,672		-14.5	%	$	14,451		4.6	%

Basic earnings per share:	$	0.50	$	0.59				$	0.48
Diluted earnings per share:	$	0.50	$	0.58				$	0.48

Weighted-average shares outstanding:
Basic		29,948,836		29,937,660					30,055,913
Diluted		30,054,456		30,058,248					30,133,646
Common shares outstanding		30,176,568		30,233,514					30,272,110

Hanmi Financial Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
(Dollars in thousands, except share and per share data)

	Six Months Ended
	June 30,		June 30,		Percentage
	2025		2024		Change
Interest and dividend income:
Interest and fees on loans receivable	$	183,476	$	182,427		0.6	%
Interest on securities		12,430		10,193		21.9	%
Dividends on FHLB stock		714		719		-0.7	%
Interest on deposits in other banks		3,969		4,914		-19.2	%
Total interest and dividend income		200,589		198,253		1.2	%
Interest expense:
Interest on deposits		82,483		92,133		-10.5	%
Interest on borrowings		2,708		3,551		-23.7	%
Interest on subordinated debentures		3,167		3,295		-3.9	%
Total interest expense		88,358		98,979		-10.7	%
Net interest income before credit loss expense		112,231		99,274		13.1	%
Credit loss expense		10,352		1,188		771.4	%
Net interest income after credit loss expense		101,879		98,086		3.9	%
Noninterest income:
Service charges on deposit accounts		4,387		4,878		-10.1	%
Trade finance and other service charges and fees		2,858		2,691		6.2	%
Gain on sale of Small Business Administration (“SBA”) loans		4,161		3,126		33.1	%
Other operating income		4,390		5,095		-13.8	%
Total noninterest income		15,796		15,790		0.0	%
Noninterest expense:
Salaries and employee benefits		43,041		42,019		2.4	%
Occupancy and equipment		8,794		9,144		-3.8	%
Data processing		7,514		7,237		3.8	%
Professional fees		3,194		3,642		-12.3	%
Supplies and communications		1,031		1,172		-12.0	%
Advertising and promotion		1,382		1,576		-12.3	%
Other operating expenses		6,374		6,930		-8.0	%
Total noninterest expense		71,330		71,720		-0.5	%
Income before tax		46,345		42,156		9.9	%
Income tax expense		13,556		12,541		8.1	%
Net income	$	32,789	$	29,615		10.7	%

Basic earnings per share:	$	1.09	$	0.98
Diluted earnings per share:	$	1.08	$	0.97

Weighted-average shares outstanding:
Basic		29,943,279		30,089,341
Diluted		30,048,704		30,166,181
Common shares outstanding		30,176,568		30,272,110

Hanmi Financial Corporation and Subsidiaries
Average Balance, Average Yield Earned, and Average Rate Paid (Unaudited)
(Dollars in thousands)

	Three Months Ended
	June 30, 2025								March 31, 2025								June 30, 2024
				Interest		Average						Interest		Average						Interest		Average
	Average			Income /		Yield /			Average			Income /		Yield /			Average			Income /		Yield /
	Balance			Expense		Rate			Balance			Expense		Rate			Balance			Expense		Rate
Assets
Interest-earning assets:
Loans receivable ⁽¹⁾	$	6,257,741		$	92,589		5.93	%	$	6,189,531		$	90,887		5.95	%	$	6,089,440		$	90,752		5.99	%
Securities ⁽²⁾		993,975			6,261		2.55	%		1,001,499			6,169		2.49	%		979,671			5,238		2.17	%
FHLB stock		16,385			354		8.65	%		16,385			360		8.92	%		16,385			357		8.77	%
Interest-bearing deposits in other banks		200,266			2,129		4.26	%		176,028			1,841		4.24	%		180,177			2,313		5.16	%
Total interest-earning assets		7,468,367			101,333		5.44	%		7,383,443			99,257		5.45	%		7,265,673			98,660		5.46	%

Noninterest-earning assets:
Cash and due from banks		53,977								53,670								55,442
Allowance for credit losses		(70,222	)							(69,648	)							(67,908	)
Other assets		250,241								249,148								252,410

Total assets	$	7,702,363							$	7,616,613							$	7,505,617

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Deposits:
Demand: interest-bearing	$	81,308		$	29		0.15	%	$	79,369		$	27		0.14	%	$	85,443		$	32		0.15	%
Money market and savings		2,109,221			17,342		3.30	%		2,037,224			16,437		3.27	%		1,845,870			17,324		3.77	%
Time deposits		2,434,659			24,553		4.05	%		2,345,346			24,095		4.17	%		2,453,154			29,139		4.78	%
Total interest-bearing deposits		4,625,188			41,924		3.64	%		4,461,939			40,559		3.69	%		4,384,467			46,495		4.27	%
Borrowings		60,134			684		4.58	%		179,444			2,024		4.57	%		169,525			1,896		4.50	%
Subordinated debentures		130,880			1,586		4.84	%		130,718			1,582		4.84	%		130,239			1,649		5.07	%
Total interest-bearing liabilities		4,816,202			44,194		3.68	%		4,772,101			44,165		3.75	%		4,684,231			50,040		4.30	%

Noninterest-bearing liabilities and equity:
Demand deposits: noninterest-bearing		1,934,985								1,895,953								1,883,765
Other liabilities		140,053								144,654								162,543
Stockholders’ equity		811,123								803,905								775,078

Total liabilities and stockholders’ equity	$	7,702,363							$	7,616,613							$	7,505,617

Net interest income				$	57,139							$	55,092							$	48,620

Cost of deposits							2.56	%							2.59	%							2.98	%
Net interest spread (taxable equivalent basis)							1.76	%							1.70	%							1.16	%
Net interest margin (taxable equivalent basis)							3.07	%							3.02	%							2.69	%

_{⁽¹⁾Includes average loans held for sale}
_{⁽²⁾Income calculated on a fully taxable equivalent basis using the federal tax rate in effect for the periods presented.}

Hanmi Financial Corporation and Subsidiaries
Average Balance, Average Yield Earned, and Average Rate Paid (Unaudited)
(Dollars in thousands)

	Six Months Ended
	June 30, 2025								June 30, 2024
				Interest		Average						Interest		Average
	Average			Income /		Yield /			Average			Income /		Yield /
	Balance			Expense		Rate			Balance			Expense		Rate
Assets
Interest-earning assets:
Loans receivable ⁽¹⁾	$	6,223,825		$	183,476		5.94	%	$	6,113,664		$	182,427		6.00	%
Securities ⁽²⁾		997,716			12,430		2.52	%		974,596			10,193		2.12	%
FHLB stock		16,385			714		8.79	%		16,385			719		8.82	%
Interest-bearing deposits in other banks		188,214			3,969		4.25	%		190,950			4,914		5.18	%
Total interest-earning assets		7,426,140			200,589		5.44	%		7,295,595			198,253		5.46	%

Noninterest-earning assets:
Cash and due from banks		53,824								56,912
Allowance for credit losses		(69,936	)							(68,507	)
Other assets		249,697								248,555

Total assets	$	7,659,725							$	7,532,555

Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Deposits:
Demand: interest-bearing	$	80,344		$	56		0.14	%	$	85,922		$	61		0.14	%
Money market and savings		2,073,421			33,779		3.29	%		1,830,478			33,877		3.72	%
Time deposits		2,390,249			48,648		4.10	%		2,480,492			58,195		4.72	%
Total interest-bearing deposits		4,544,014			82,483		3.66	%		4,396,892			92,133		4.21	%
Borrowings		119,460			2,708		4.57	%		165,972			3,551		4.30	%
Subordinated debentures		130,799			3,167		4.84	%		130,163			3,295		5.06	%
Total interest-bearing liabilities		4,794,273			88,358		3.72	%		4,693,027			98,979		4.24	%

Noninterest-bearing liabilities and equity:
Demand deposits: noninterest-bearing		1,915,577								1,902,477
Other liabilities		142,341								163,533
Stockholders’ equity		807,534								773,518

Total liabilities and stockholders’ equity	$	7,659,725							$	7,532,555

Net interest income				$	112,231							$	99,274

Cost of deposits							2.58	%							2.94	%
Net interest spread (taxable equivalent basis)							1.73	%							1.22	%
Net interest margin (taxable equivalent basis)							3.05	%							2.74	%

_{⁽¹⁾Includes average loans held for sale}
_{⁽²⁾Amounts calculated on a fully taxable equivalent basis using the federal tax rate in effect for the periods presented.}

Non-GAAP Financial Measures

These disclosures should not be viewed as a substitute for results determined in accordance with GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Tangible Common Equity to Tangible Assets Ratio

Tangible common equity to tangible assets ratio is supplemental financial information determined by a method other than in accordance with U.S. generally accepted accounting principles (“GAAP”). This non-GAAP measure is used by management in the analysis of Hanmi’s capital strength. Tangible common equity is calculated by subtracting goodwill and other intangible assets from stockholders’ equity. Banking and financial institution regulators also exclude goodwill and other intangible assets from stockholders’ equity when assessing the capital adequacy of a financial institution. Management believes the presentation of this financial measure excluding the impact of these items provides useful supplemental information that is essential to a proper understanding of the capital strength of Hanmi.

The following table reconciles this non-GAAP performance measure to the GAAP performance measure for the periods indicated:

Tangible Common Equity to Tangible Assets Ratio (Unaudited)
(In thousands, except share, per share data and ratios)

	June 30,			March 31,			December 31,			September 30,			June 30,
Hanmi Financial Corporation	2025			2025			2024			2024			2024
Assets	$	7,862,363		$	7,729,035		$	7,677,925		$	7,712,299		$	7,586,347
Less goodwill and other intangible assets		(11,031	)		(11,031	)		(11,031	)		(11,031	)		(11,048	)
Tangible assets	$	7,851,332		$	7,718,004		$	7,666,894		$	7,701,268		$	7,575,299

Stockholders’ equity ⁽¹⁾	$	762,834		$	751,485		$	732,174		$	736,709		$	707,059
Less goodwill and other intangible assets		(11,031	)		(11,031	)		(11,031	)		(11,031	)		(11,048	)
Tangible stockholders’ equity ⁽¹⁾	$	751,803		$	740,454		$	721,143		$	725,678		$	696,011

Stockholders’ equity to assets		9.70	%		9.72	%		9.54	%		9.55	%		9.32	%
Tangible common equity to tangible assets ⁽¹⁾		9.58	%		9.59	%		9.41	%		9.42	%		9.19	%

Common shares outstanding		30,176,568			30,233,514			30,195,999			30,196,755			30,272,110
Tangible common equity per common share	$	24.91		$	24.49		$	23.88		$	24.03		$	22.99

_{⁽¹⁾There were no preferred shares outstanding at the periods indicated.}

Preprovision Net Revenue

Preprovision net revenue is supplemental financial information determined by a method other than in accordance with U.S. GAAP. This non-GAAP measure is used by management to measure Hanmi’s core operational performance, excluding the impact of provisions for loan losses. By isolating preprovision net revenue, management can better understand the Company’s profitability and make more informed strategic decisions. Preprovision net revenue is calculated adding income tax expense and credit loss expense to net income. Management believes this financial measure highlights the Company’s net revenue activities and operational efficiency, excluding unpredictable credit loss expense.

The following table details the Company’s preprovision net revenue, which are non-GAAP measures, for the periods indicated:

Preprovision Net Revenue (Unaudited)
(In thousands, except percentages)

											Percentage Change
	June 30,		March 31,		December 31,		September 30,		June 30,		Q2-25			Q2-25
Hanmi Financial Corporation	2025		2025		2024		2024		2024		vs. Q1-25			vs. Q2-24
Net income	$	15,117	$	17,672	$	17,695	$	14,892	$	14,451
Add back:
Credit loss expense		7,631		2,721		945		2,286		961
Income tax expense		6,115		7,441		7,632		6,231		5,989
Preprovision net revenue	$	28,863	$	27,834	$	26,272	$	23,409	$	21,401		3.7	%		34.9	%

MIL-OSI: Middlefield Banc Corp. Reports 2025 Six-Month Financial Results

Source: GlobeNewswire (MIL-OSI)

MIDDLEFIELD, Ohio, July 22, 2025 (GLOBE NEWSWIRE) — Middlefield Banc Corp. (NASDAQ: MBCN) today reported financial results for the six months ended June 30, 2025.

2025 Second-Quarter Financial Highlights (on a year-over-year basis):

	●	Earnings per share increased 46.2% year-over-year to $0.76 per diluted share
	●	Asset quality improved from the 2024 fourth quarter with nonperforming assets to total assets decreasing by 32 basis points to 1.30%
	●	Net interest margin expanded 37 basis points to 3.88% and increased 19 basis points from the 2025 first quarter
	●	Total loans increased $84.2 million, or 5.6% to a record $1.58 billion
	●	Total assets increased $96.2 million, or 5.3% to a record $1.92 billion
	●	Book value increased 4.3% to $26.74 from $25.63 per share, while tangible book value⁽¹⁾ increased 6.1% to $21.60 from $20.37 per share

⁽¹⁾ See non-GAAP reconciliation under the section “GAAP to Non-GAAP Reconciliations”

“The second quarter of 2025 was another strong quarter of growth, profitability and value creation for Middlefield,” stated Ronald L. Zimmerly, Jr., President and Chief Executive Officer. “Total loans have increased at an 8.2% annualized rate since the beginning of the year to a record $1.58 billion, asset quality continued to improve sequentially, and our net interest margin for the second quarter of 2025 expanded 37 basis points year-over-year to 3.88%. These results led to strong growth in profitability during the quarter. Net income also benefited from a $1.2 million net gain on the exchange of real estate associated with the relocation of our Westerville, Ohio branch. Relocating our Westerville office is a great opportunity, supported by favorable demographics and underscores our multi-year strategy to expand our presence in the Central Ohio region. We expect our new Westerville branch to open in the second half of 2025.”

“I am pleased by the strong start to 2025 and the direction we are headed. We remain focused on investing in our platform, which includes upgrades to our technology infrastructure, adding new, experienced commercial bankers, and pursuing opportunities to expand Middlefield across our compelling Ohio markets. As a result of these efforts and the contributions of our high-performing team, we expect additional loan and core deposit growth to benefit profitability throughout the remainder of 2025,” concluded Mr. Zimmerly.

Income Statement
Net interest income for the 2025 second quarter increased 15.6% to $17.4 million, compared to $15.1 million for the 2024 second quarter. The net interest margin for the 2025 second quarter was 3.88%, compared to 3.51% for the same period of 2024. Net interest income for the six months ended June 30, 2025, increased 11.6% to $33.5 million, compared to $30.1 million for the same period last year. The increase was primarily due to strong loan growth, a decrease in FHLB advances, and an overall decline in rates for deposits. Net interest margin for the six months ended June 30, 2025, was 3.79%, compared to 3.53% last year.

Noninterest income for the 2025 second quarter was $3.1 million, compared to $1.8 million for the same period the previous year. For the six months ended June 30, 2025, noninterest income increased $1.5 million to $5.0 million, compared to $3.6 million for the same period in 2024. In April 2025, Middlefield completed an exchange of real estate with the City of Westerville, Ohio for a parcel of land that had a fair value of $1.5 million. In exchange, Middlefield transferred land and a building with related furnishings associated with its current branch located in Westerville, Ohio. The transferred branch had a net book value of $221,000. The exchange of real estate transaction resulted in a one-time, non-cash gain of $1.2 million.

For the 2025 second quarter, noninterest expense was $13.7 million, compared to $11.9 million for the 2024 second quarter. Noninterest expense for the six months ended June 30, 2025, was $25.8 million, compared to $23.9 million for the same period in 2024. Noninterest expense for the 2025 second quarter included a $700,000 loss associated with recording a separate property located in Westerville, Ohio as held for sale.

Net income for the 2025 second quarter was $6.2 million, or $0.76 per diluted share, compared to $4.2 million, or $0.52 per diluted share, for the same period last year. Net income for the six months ended June 30, 2025, was $11.0 million, or $1.36 per diluted share, compared to $8.3 million, or $1.03 per diluted share, for the same period last year.

For the 2025 second quarter, pre-tax, pre-provision net income was $6.9 million, compared to $4.9 million for the same period of 2024. For the six months ended June 30, 2025, pre-tax, pre-provision net income was $12.7 million, compared to $9.7 million for the same period last year. (See non-GAAP reconciliation under the section “GAAP to Non-GAAP Reconciliations”.)

Balance Sheet
Total assets at June 30, 2025, increased 5.3% to a record $1.92 billion, compared to $1.83 billion at June 30, 2024. Total loans at June 30, 2025, were a record $1.58 billion, compared to $1.50 billion at June 30, 2024. The 5.6% year-over-year increase in total loans was primarily due to higher home equity lines of credit, commercial and industrial loans, residential real estate loans, non-owner occupied, and owner occupied loans, partially offset by a reduction in construction and other loans and multifamily loans.

The investment securities available-for-sale portfolio was $161.1 million at June 30, 2025, compared with $166.4 million at June 30, 2024.

Total liabilities at June 30, 2025, increased 5.4% to $1.71 billion, compared to $1.62 billion at June 30, 2024. Total deposits at June 30, 2025, were $1.59 billion, compared to $1.47 billion at June 30, 2024. The 8.4% year-over-year increase in deposits was primarily due to growth in money market and interest-bearing demand deposits, partially offset by declines in savings deposit accounts. Noninterest-bearing demand deposits were 24.2% of total deposits at June 30, 2025, compared to 26.3% at June 30, 2024. At June 30, 2025, the Company had brokered deposits of $165.1 million, compared to $86.5 million at June 30, 2024.

Michael C. Ranttila, Chief Financial Officer, stated, “Middlefield’s highly profitable financial model, disciplined loan pricing, and strong liquidity levels provides us with the flexibility to support both loan and operational growth. We continue to monitor our funding mix to support our loan portfolio at a reasonable cost, and such actions contributed to a seven-basis point reduction in our cost of funds since the beginning of the year. Throughout the second half of 2025, we are focused on growing core deposits by improving the mix of commercial and industrial loans and growing treasury management relationships.”

Middlefield’s CRE portfolio included the following categories at June 30, 2025:

(Dollar amounts in thousands)	Balance		Percent of CRE Portfolio			Percent of Loan Portfolio			Weighted Average Loan-to-Value

Multi-Family	$	79,497		11.7	%		5.0	%		64.7	%
Owner Occupied
Real Estate and Rental and Leasing		56,806		8.3	%		3.6	%		55.6	%
Other Services (except Public Administration)		40,734		6.0	%		2.6	%		58.2	%
Manufacturing		17,919		2.6	%		1.1	%		44.4	%
Agriculture, Forestry, Fishing and Hunting		12,318		1.8	%		0.8	%		36.3	%
Educational Services		11,844		1.7	%		0.7	%		50.1	%
Other		57,024		8.3	%		3.6	%		54.1	%
Total Owner Occupied	$	196,645		28.7	%		12.4	%
Non-Owner Occupied
Real Estate and Rental and Leasing		333,645		49.0	%		21.1	%		54.8	%
Accommodation and Food Services		40,430		5.9	%		2.6	%		57.0	%
Health Care and Social Assistance		19,456		2.9	%		1.2	%		65.9	%
Manufacturing		7,412		1.1	%		0.5	%		46.7	%
Other		4,089		0.7	%		0.3	%		76.4	%
Total Non-Owner Occupied	$	405,032		59.6	%		25.7	%
Total CRE	$	681,174		100.0	%		43.1	%

Stockholders’ Equity and Dividends
At June 30, 2025, stockholders’ equity was $216.1 million, compared to $206.8 million at June 30, 2024. The 4.5% year-over-year increase in stockholders’ equity was primarily from higher retained earnings, partially offset by an increase in the unrealized losses on the available-for-sale investment portfolio. On a per-share basis, shareholders’ equity at June 30, 2025, was $26.74, compared to $25.63 at June 30, 2024.

At June 30, 2025, tangible stockholders’ equity⁽¹⁾ was $174.6 million, compared to $164.3 million at June 30, 2024. On a per-share basis, tangible stockholders’ equity⁽¹⁾ was $21.60 at June 30, 2025, compared to $20.37 at June 30, 2024. ⁽¹⁾See non-GAAP reconciliation under the section “GAAP to Non-GAAP Reconciliations”.

For the six months ended June 30, 2025, the Company declared cash dividends of $0.42 per share, totaling $3.4 million. Beginning in the first quarter of 2025, the Company increased the quarterly cash dividend by $0.01, or 5% from the previous year’s $0.20 per share quarterly cash dividend.

For the six months ended June 30, 2025, the Company did not repurchase any shares of its common stock.

At June 30, 2025, the Company’s equity-to-assets ratio was 11.23%, compared to 11.31% at June 30, 2024.

Asset Quality
For the six months ended June 30, 2025, the Company recorded a recovery of credit losses of $411,000, compared to a recovery of credit losses of $49,000 for the same period of 2024.

Net recoveries were $227,000, or (0.03%) of average loans, annualized, for the six months ended June 30, 2025, compared to net recoveries of $97,000, or (0.01%) of average loans, annualized, for the same period of 2024.

Nonperforming loans at June 30, 2025, were $25.1 million, compared to $16.0 million at June 30, 2024. The year-over-year increase in nonperforming assets was primarily due to a $12.0 million loan moved to nonaccrual in the 2024 third quarter. The allowance for credit losses at June 30, 2025, stood at $22.3 million, or 1.41% of total loans, compared to $21.8 million, or 1.46% of total loans at June 30, 2024. The increase in the allowance for credit losses was mainly from changes in projected loss drivers, prepayment assumptions, curtailment expectations over the reasonable and supportable forecast period, and geographic footprint of unemployment data, as well as an overall increase in total loans.

Mr. Ranttila continued, “Asset quality demonstrates the success of our disciplined approach to credit quality and risk management, as nonperforming assets to total assets have improved to 1.30% at June 30, 2025, compared to 1.56% at March 31, 2025, and 1.62% at December 31, 2024. Over the past six months, non-performing assets declined by $4.9 million from $30.0 million at December 31, 2024, primarily as a result of the successful payoff of one previously disclosed non-accruing loan. In addition, reductions in the reserve against individually analyzed loans as well as the reserve for unfunded commitments drove a $506,000 recovery for credit losses in the second quarter. We continue to expect stable economic activity across our Central, Western and Northeast Ohio markets that will support loan demand and asset quality throughout 2025.”

About Middlefield Banc Corp.
Middlefield Banc Corp., headquartered in Middlefield, Ohio, is the Bank holding Company of The Middlefield Banking Company, with total assets of $1.92 billion at June 30, 2025. The Bank operates 21 full-service banking centers and an LPL Financial® brokerage office serving Ada, Beachwood, Bellefontaine, Chardon, Cortland, Dublin, Garrettsville, Kenton, Mantua, Marysville, Middlefield, Newbury, Orwell, Plain City, Powell, Solon, Sunbury, Twinsburg, and Westerville. The Bank also operates a Loan Production Office in Mentor, Ohio.

Additional information is available at www.middlefieldbank.bank

NON-GAAP FINANCIAL MEASURES
This press release includes disclosure of Middlefield Banc Corp.’s tangible book value per share, return on average tangible equity, and pre-tax, pre-provision for loan losses income, which are financial measures not prepared in accordance with generally accepted accounting principles in the United States (GAAP). A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts required to be disclosed by GAAP. Middlefield Banc Corp. believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and Middlefield Banc Corp.’s marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP. The reconciliations of non-GAAP financial measures are included in the following Consolidated Financial Highlights tables below.

FORWARD-LOOKING STATEMENTS
This press release of Middlefield Banc Corp. and the reports Middlefield Banc Corp. files with the Securities and Exchange Commission often contain “forward-looking statements” relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of Middlefield Banc Corp. These forward-looking statements involve certain risks and uncertainties. There are several important factors that could cause Middlefield Banc Corp.’s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, charge-offs and loan loss provisions; (4) less favorable than expected general economic conditions; (5) legislative or regulatory changes that may adversely affect businesses in which Middlefield Banc Corp. is engaged; (6) technological issues which may adversely affect Middlefield Banc Corp.’s financial operations or customers; (7) changes in the securities markets; or (8) risk factors mentioned in the reports and registration statements Middlefield Banc Corp. files with the Securities and Exchange Commission. Middlefield Banc Corp. undertakes no obligation to release revisions to these forward-looking statements or to reflect events or circumstances after the date of this press release.

MIDDLEFIELD BANC CORP.
Consolidated Selected Financial Highlights
(Dollar amounts in thousands, unaudited)

	June 30,		March 31,		December 31,		September 30,		June 30,
Balance Sheets (period end)	2025		2025		2024		2024		2024
ASSETS
Cash and due from banks	$	59,145	$	56,150	$	46,037	$	61,851	$	50,496
Federal funds sold		13,701		10,720		9,755		12,022		1,762
Cash and cash equivalents		72,846		66,870		55,792		73,873		52,258
Investment securities available for sale, at fair value		161,116		165,014		165,802		169,895		166,424
Other investments		1,014		1,021		855		895		881
Loans held for sale		152		–		–		249		–
Loans:
Commercial real estate:
Owner occupied		196,645		185,412		181,447		187,313		182,809
Non-owner occupied		405,032		413,621		412,291		407,159		385,648
Multifamily		79,497		88,737		89,849		94,798		86,951
Residential real estate		357,217		351,274		353,442		345,748		337,121
Commercial and industrial		257,519		235,547		229,034		213,172		234,702
Home equity lines of credit		156,297		147,154		143,379		137,761		131,047
Construction and other		123,531		122,653		103,608		111,550		132,530
Consumer installment		6,187		5,951		6,564		7,030		6,896
Total loans		1,581,925		1,550,349		1,519,614		1,504,531		1,497,704
Less allowance for credit losses		22,335		22,401		22,447		22,526		21,795
Net loans		1,559,590		1,527,948		1,497,167		1,482,005		1,475,909
Premises and equipment, net		20,304		20,494		20,565		20,528		20,744
Premises and equipment held for sale		1,015		–		–		–		–
Goodwill		36,356		36,356		36,356		36,356		36,356
Core deposit intangibles		5,112		5,362		5,611		5,869		6,126
Bank-owned life insurance		35,102		34,866		35,259		35,049		34,802
Accrued interest receivable and other assets		31,762		30,425		35,952		32,916		34,686
TOTAL ASSETS	$	1,924,369	$	1,888,356	$	1,853,359	$	1,857,635	$	1,828,186

	June 30,			March 31,			December 31,			September 30,			June 30,
	2025			2025			2024			2024			2024
LIABILITIES
Deposits:
Noninterest-bearing demand	$	386,248		$	369,492		$	377,875		$	390,933		$	387,024
Interest-bearing demand		221,146			222,953			208,291			218,002			206,542
Money market		466,935			481,664			414,074			376,619			355,630
Savings		184,534			189,943			197,749			199,984			192,472
Time		334,755			275,673			247,704			327,231			327,876
Total deposits		1,593,618			1,539,725			1,445,693			1,512,769			1,469,544
Federal Home Loan Bank advances		89,000			110,000			172,400			106,000			125,000
Other borrowings		11,557			11,609			11,660			11,711			11,762
Accrued interest payable and other liabilities		14,142			13,229			13,044			16,450			15,092
TOTAL LIABILITIES		1,708,317			1,674,563			1,642,797			1,646,930			1,621,398
STOCKHOLDERS’ EQUITY
Common stock, no par value; 25,000,000 shares authorized, 9,960,503 shares issued, 8,081,193 shares outstanding as of June 30, 2025		162,195			162,195			161,999			161,916			161,823
Additional paid-in capital		811			515			246			108			–
Retained earnings		116,892			112,432			109,299			106,067			105,342
Accumulated other comprehensive loss		(22,937	)		(20,440	)		(20,073	)		(16,477	)		(19,468	)
Treasury stock, at cost; 1,879,310 shares as of June 30, 2025		(40,909	)		(40,909	)		(40,909	)		(40,909	)		(40,909	)
TOTAL STOCKHOLDERS’ EQUITY		216,052			213,793			210,562			210,705			206,788

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,924,369		$	1,888,356		$	1,853,359		$	1,857,635		$	1,828,186

MIDDLEFIELD BANC CORP.
Consolidated Selected Financial Highlights
(Dollar amounts in thousands, unaudited)

	For the Three Months Ended														For the Six Months Ended
	June 30,			March 31,			December 31,			September 30,		June 30,			June 30,			June 30,
Statements of Income	2025			2025			2024			2024		2024			2025			2024

INTEREST AND DIVIDEND INCOME
Interest and fees on loans	$	25,122		$	23,387		$	23,308		$	23,441	$	23,422		$	48,509		$	45,817
Interest-earning deposits in other institutions		325			291			320			348		386			616			823
Federal funds sold		120			155			151			143		122			275			274
Investment securities:
Taxable interest		526			530			528			528		505			1,056			972
Tax-exempt interest		960			960			961			962		966			1,920			1,938
Dividends on stock		183			150			170			191		198			333			387
Total interest and dividend income		27,236			25,473			25,438			25,613		25,599			52,709			50,211
INTEREST EXPENSE
Deposits		8,789			7,885			8,582			8,792		8,423			16,674			15,889
Short-term borrowings		870			1,347			1,128			1,575		1,920			2,217			3,913
Other borrowings		140			143			173			173		173			283			357
Total interest expense		9,799			9,375			9,883			10,540		10,516			19,174			20,159
NET INTEREST INCOME		17,437			16,098			15,555			15,073		15,083			33,535			30,052
Provision for (recovery of) credit losses		(506	)		95			(177	)		2,234		87			(411	)		(49	)
NET INTEREST INCOME AFTER PROVISION
FOR (RECOVERY OF) CREDIT LOSSES		17,943			16,003			15,732			12,839		14,996			33,946			30,101
NONINTEREST INCOME
Service charges on deposit accounts		1,061			989			1,068			959		971			2,050			1,880
Gain (Loss) on equity securities		(7	)		(34	)		56			14		(27	)		(41	)		(79	)
Earnings on bank-owned life insurance		230			493			230			246		227			723			454
Gain on sale of loans		39			24			64			56		69			63			79
Revenue from investment services		310			268			237			206		269			578			473
Gain on exchange of real estate		1,229			–			–			–		–			1,229			–
Gross rental income		–			–			–			–		–			–			67
Other income		216			204			259			262		251			420			682
Total noninterest income		3,078			1,944			1,914			1,743		1,760			5,022			3,556

NONINTEREST EXPENSE
Salaries and employee benefits		6,734			6,557			5,996			6,201		6,111			13,291			12,444
Occupancy expense		667			687			596			627		601			1,354			1,153
Equipment expense		248			225			221			203		261			473			501
Data processing costs		1,273			1,271			1,174			1,214		1,135			2,544			2,417
Ohio state franchise tax		399			399			390			399		397			798			794
Federal deposit insurance expense		267			267			293			255		256			534			507
Professional fees		521			598			611			539		557			1,119			1,115
Advertising expense		451			364			371			283		508			815			927
Software amortization expense		95			90			83			74		21			185			43
Core deposit intangible amortization		250			249			258			257		258			499			516
Loss on premises and equipment held for sale		693			–			–			–		–			693			–
Gross other real estate owned expenses		–			–			–			–		–			–			99
Other expense		2,053			1,486			1,810			1,819		1,797			3,539			3,351
Total noninterest expense		13,651			12,193			11,803			11,871		11,902			25,844			23,867

Income before income taxes		7,370			5,754			5,843			2,711		4,854			13,124			9,790
Income taxes		1,213			924			995			371		690			2,137			1,459

NET INCOME	$	6,157		$	4,830		$	4,848		$	2,340	$	4,164		$	10,987		$	8,331

PTPP ⁽¹⁾	$	6,864		$	5,849		$	5,666		$	4,945	$	4,941		$	12,713		$	9,741

⁽¹⁾ See section “GAAP to Non-GAAP Reconciliations” for the reconciliation of GAAP performance measures to non-GAAP measures.

MIDDLEFIELD BANC CORP.
Consolidated Selected Financial Highlights
(Dollar amounts in thousands, except per share and share amounts, unaudited)

	For the Three Months Ended															For the Six Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,			June 30,			June 30,
	2025			2025			2024			2024			2024			2025			2024
Per common share data
Net income per common share – basic	$	0.76		$	0.60		$	0.60		$	0.29		$	0.52		$	1.36		$	1.04
Net income per common share – diluted	$	0.76		$	0.60		$	0.60		$	0.29		$	0.52		$	1.36		$	1.03
Dividends declared per share	$	0.21		$	0.21		$	0.20		$	0.20		$	0.20		$	0.42		$	0.40
Book value per share (period end)	$	26.74		$	26.46		$	26.08		$	26.11		$	25.63		$	26.74		$	25.63
Tangible book value per share (period end) (1) (2)	$	21.60		$	21.29		$	20.88		$	20.87		$	20.37		$	21.60		$	20.37
Dividends declared	$	1,697		$	1,697		$	1,616		$	1,615		$	1,613		$	3,394		$	3,226
Dividend yield		2.80	%		3.05	%		2.84	%		2.76	%		3.34	%		2.81	%		3.34	%
Dividend payout ratio		27.56	%		35.13	%		33.33	%		69.02	%		38.74	%		30.89	%		38.72	%
Average shares outstanding – basic		8,081,193			8,078,805			8,071,905			8,071,032			8,067,144			8,080,006			8,079,174
Average shares outstanding – diluted		8,113,572			8,097,545			8,092,357			8,086,872			8,072,499			8,107,066			8,084,529
Period ending shares outstanding		8,081,193			8,081,193			8,073,708			8,071,032			8,067,144			8,081,193			8,067,144

Selected ratios
Return on average assets (Annualized)		1.29	%		1.04	%		1.04	%		0.50	%		0.91	%		1.17	%		0.91	%
Return on average equity (Annualized)		11.53	%		9.22	%		9.19	%		4.45	%		8.15	%		10.39	%		8.16	%
Return on average tangible common equity ^{(1) (3)}		14.31	%		11.48	%		11.50	%		5.58	%		10.29	%		12.92	%		10.30	%
Efficiency (4)		64.49	%		65.22	%		65.05	%		67.93	%		67.97	%		64.83	%		68.32	%
Equity to assets at period end		11.23	%		11.32	%		11.36	%		11.34	%		11.31	%		11.23	%		11.31	%
Noninterest expense to average assets		0.72	%		0.65	%		0.63	%		0.66	%		0.64	%		1.36	%		1.30	%

⁽¹⁾ See section “GAAP to Non-GAAP Reconciliations” for the reconciliation of GAAP performance measures to non-GAAP measures.

⁽²⁾ Calculated by dividing tangible common equity by shares outstanding.

⁽³⁾ Calculated by dividing annualized net income for each period by average tangible common equity.

⁽⁴⁾ The efficiency ratio is calculated by dividing noninterest expense less amortization of intangibles by the sum of net interest income on a fully taxable equivalent basis plus noninterest income.

	For the Three Months Ended															For the Six Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,			June 30,			June 30,
Yields	2025			2025			2024			2024			2024			2025			2024
Interest-earning assets:
Loans receivable ⁽¹⁾		6.40	%		6.17	%		6.12	%		6.19	%		6.27	%		6.29	%		6.19	%
Investment securities ^{(1) (2)}		3.64	%		3.69	%		3.63	%		3.62	%		3.59	%		3.67	%		3.56	%
Interest-earning deposits with other banks		4.13	%		3.57	%		4.23	%		4.27	%		4.59	%		3.84	%		4.74	%
Total interest-earning assets		6.03	%		5.81	%		5.78	%		5.84	%		5.92	%		5.92	%		5.85	%
Deposits:
Interest-bearing demand deposits		2.49	%		2.13	%		2.07	%		2.16	%		1.93	%		2.31	%		1.90	%
Money market deposits		3.53	%		3.38	%		3.81	%		3.93	%		3.95	%		3.46	%		3.88	%
Savings deposits		0.86	%		0.82	%		0.75	%		0.71	%		0.64	%		0.84	%		0.61	%
Certificates of deposit		3.66	%		3.93	%		4.21	%		4.49	%		4.57	%		3.79	%		4.32	%
Total interest-bearing deposits		2.95	%		2.82	%		3.05	%		3.17	%		3.15	%		2.89	%		3.02	%
Non-Deposit Funding:
Borrowings		4.54	%		4.58	%		4.93	%		5.54	%		5.60	%		4.56	%		5.60	%
Total interest-bearing liabilities		3.06	%		3.01	%		3.21	%		3.41	%		3.45	%		3.04	%		3.34	%
Cost of deposits		2.21	%		2.10	%		2.24	%		2.33	%		2.30	%		2.16	%		2.19	%
Cost of funds		2.34	%		2.30	%		2.41	%		2.58	%		2.61	%		2.32	%		2.52	%
Net interest margin ⁽³⁾		3.88	%		3.69	%		3.56	%		3.46	%		3.51	%		3.79	%		3.53	%

⁽¹⁾ Tax-equivalent adjustments to calculate the yield on tax-exempt securities and loans were determined using an effective tax rate of 21%.

⁽²⁾ Yield is calculated on the basis of amortized cost.

⁽³⁾ Net interest margin represents net interest income as a percentage of average interest-earning assets.

MIDDLEFIELD BANC CORP.
Consolidated Selected Financial Highlights
(unaudited)

	For the Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
Asset quality data	2025			2025			2024			2024			2024
(Dollar amounts in thousands, unaudited)
Nonperforming assets ⁽¹⁾	$	25,052		$	29,550		$	29,984		$	30,078		$	15,961

Allowance for credit losses	$	22,335		$	22,401		$	22,447		$	22,526		$	21,795
Allowance for credit losses/total loans		1.41	%		1.44	%		1.48	%		1.50	%		1.46	%
Net charge-offs (recoveries):
Quarter-to-date	$	(18	)	$	(209	)	$	151		$	1,382		$	(29	)
Year-to-date		(227	)		(209	)		1,436			1,285			(97	)
Net charge-offs (recoveries) to average loans, annualized:
Quarter-to-date		(0.00	%)		(0.06	%)		0.04	%		0.36	%		(0.01	%)
Year-to-date		(0.03	%)		(0.06	%)		0.10	%		0.11	%		(0.01	%)

Nonperforming loans/total loans		1.58	%		1.91	%		1.97	%		2.00	%		1.07	%
Allowance for credit losses/nonperforming loans		89.15	%		75.81	%		74.86	%		74.89	%		136.55	%
Nonperforming assets/total assets		1.30	%		1.56	%		1.62	%		1.62	%		0.87	%

(1) Nonperforming assets consist of nonperforming loans.

MIDDLEFIELD BANC CORP.
GAAP to Non-GAAP Reconciliations

Reconciliation of Common Stockholders’ Equity to Tangible Common Equity	For the Three Months Ended
(Dollar amounts in thousands, unaudited)	June 30,		March 31,		December 31,		September 30,		June 30,
	2025		2025		2024		2024		2024

Stockholders’ equity	$	216,052	$	213,793	$	210,562	$	210,705	$	206,788
Less goodwill and other intangibles		41,468		41,718		41,967		42,225		42,482
Tangible common equity	$	174,584	$	172,075	$	168,595	$	168,480	$	164,306

Shares outstanding		8,081,193		8,081,193		8,073,708		8,071,032		8,067,144
Tangible book value per share	$	21.60	$	21.29	$	20.88	$	20.87	$	20.37

Reconciliation of Average Equity to Return on Average Tangible Common Equity	For the Three Months Ended															For the Six Months Ended

	June 30,			March 31,			December 31,			September 30,			June 30,			June 30,			June 30,
	2025			2025			2024			2024			2024			2025			2024

Average stockholders’ equity	$	214,144		$	212,465		$	209,864		$	209,096		$	205,379		$	213,235		$	205,330
Less average goodwill and other intangibles		41,589			41,839			42,092			42,350			42,607			41,714			42,609
Average tangible common equity	$	172,555		$	170,626		$	167,772		$	166,746		$	162,772		$	171,521		$	162,721

Net income	$	6,157		$	4,830		$	4,848		$	2,340		$	4,164		$	10,987		$	8,331
Return on average tangible common equity (annualized)		14.31	%		11.48	%		11.50	%		5.58	%		10.29	%		12.92	%		10.30	%

Reconciliation of Pre-Tax Pre-Provision Income (PTPP)	For the Three Months Ended												For the Six Months Ended

	June 30,			March 31,		December 31,			September 30,		June 30,		June 30,			June 30,
	2025			2025		2024			2024		2024		2025			2024

Net income	$	6,157		$	4,830	$	4,848		$	2,340	$	4,164	$	10,987		$	8,331
Add income taxes		1,213			924		995			371		690		2,137			1,459
Add provision for (recovery of) credit losses		(506	)		95		(177	)		2,234		87		(411	)		(49	)
PTPP	$	6,864		$	5,849	$	5,666		$	4,945	$	4,941	$	12,713		$	9,741

MIDDLEFIELD BANC CORP.
Average Balance Sheets
(Dollar amounts in thousands, unaudited)

	For the Three Months Ended
	June 30,							June 30,
	2025							2024
	Average				Average			Average				Average
	Balance		Interest		Yield/Cost			Balance		Interest		Yield/Cost
Interest-earning assets:
Loans receivable ⁽¹⁾	$	1,576,050	$	25,122		6.40	%	$	1,503,440	$	23,422		6.27	%
Investment securities (1) (2)		191,619		1,486		3.64	%		191,752		1,471		3.62	%
Interest-earning deposits with other banks (3)		61,012		628		4.13	%		61,891		706		4.59	%
Total interest-earning assets		1,828,681		27,236		6.03	%		1,757,083		25,599		5.93	%
Noninterest-earning assets		79,414							86,431
Total assets	$	1,908,095						$	1,843,514
Interest-bearing liabilities:
Interest-bearing demand deposits	$	217,859	$	1,353		2.49	%	$	209,965	$	1,009		1.93	%
Money market deposits		489,525		4,313		3.53	%		337,937		3,320		3.95	%
Savings deposits		188,999		404		0.86	%		192,577		305		0.64	%
Certificates of deposit		297,727		2,719		3.66	%		333,542		3,789		4.57	%
Short-term borrowings		77,666		870		4.49	%		138,656		1,920		5.57	%
Other borrowings		11,588		140		4.85	%		11,791		173		5.90	%
Total interest-bearing liabilities		1,283,364		9,799		3.06	%		1,224,468		10,516		3.45	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits		397,493							396,626
Other liabilities		13,094							17,042
Stockholders’ equity		214,144							205,379
Total liabilities and stockholders’ equity	$	1,908,095						$	1,843,514
Net interest income			$	17,437						$	15,083
Interest rate spread (4)						2.97	%						2.48	%
Net interest margin (5)						3.88	%						3.52	%
Ratio of average interest-earning assets to average interest-bearing liabilities						142.49	%						143.50	%

⁽¹⁾ Tax-equivalent adjustments to calculate the yield on tax-exempt securities and loans were $266 and $289 for the three months ended June 30, 2025 and 2024, respectively.

⁽²⁾ Yield is calculated on the basis of amortized cost.

⁽³⁾ Includes dividends received on restricted stock.

⁽⁴⁾ Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

⁽⁵⁾ Net interest margin represents net interest income as a percentage of average interest-earning assets.

	For the Three Months Ended
	June 30,							March 31,
	2025							2025
	Average				Average			Average				Average
	Balance		Interest		Yield/Cost			Balance		Interest		Yield/Cost
Interest-earning assets:
Loans receivable ⁽¹⁾	$	1,576,050	$	25,122		6.40	%	$	1,537,337	$	23,387		6.17	%
Investment securities (1) (2)		191,619		1,486		3.64	%		191,996		1,490		3.69	%
Interest-earning deposits with other banks (3)		61,012		628		4.13	%		67,661		596		3.57	%
Total interest-earning assets		1,828,681		27,236		6.03	%		1,796,994		25,473		5.81	%
Noninterest-earning assets		79,414							84,542
Total assets	$	1,908,095						$	1,881,536
Interest-bearing liabilities:
Interest-bearing demand deposits	$	217,859	$	1,353		2.49	%	$	220,192	$	1,154		2.13	%
Money market deposits		489,525		4,313		3.53	%		458,446		3,816		3.38	%
Savings deposits		188,999		404		0.86	%		192,931		388		0.82	%
Certificates of deposit		297,727		2,719		3.66	%		261,006		2,527		3.93	%
Short-term borrowings		77,666		870		4.49	%		120,238		1,347		4.54	%
Other borrowings		11,588		140		4.85	%		11,639		143		4.98	%
Total interest-bearing liabilities		1,283,364		9,799		3.06	%		1,264,452		9,375		3.01	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits		397,493							390,354
Other liabilities		13,094							14,265
Stockholders’ equity		214,144							212,465
Total liabilities and stockholders’ equity	$	1,908,095						$	1,881,536
Net interest income			$	17,437						$	16,098
Interest rate spread (4)						2.97	%						2.80	%
Net interest margin (5)						3.88	%						3.69	%
Ratio of average interest-earning assets to average interest-bearing liabilities						142.49	%						142.12	%

⁽¹⁾ Tax-equivalent adjustments to calculate the yield on tax-exempt securities and loans were $266 and $272 for the three months ended June 30, 2025 and March 31, 2025, respectively.

⁽²⁾ Yield is calculated on the basis of amortized cost.

⁽³⁾ Includes dividends received on restricted stock.

⁽⁴⁾ Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

⁽⁵⁾ Net interest margin represents net interest income as a percentage of average interest-earning assets.

	For the Six Months Ended
	June 30,							June 30,
	2025							2024
	Average				Average			Average				Average
	Balance		Interest		Yield/Cost			Balance		Interest		Yield/Cost
Interest-earning assets:
Loans receivable ⁽¹⁾	$	1,556,693	$	48,509		6.29	%	$	1,489,992	$	45,817		6.19	%
Investment securities (1) (2)		191,807		2,976		3.67	%		191,801		2,910		3.59	%
Interest-earning deposits with other banks (3)		64,336		1,224		3.84	%		63,015		1,484		4.74	%
Total interest-earning assets		1,812,836		52,709		5.92	%		1,744,808		50,211		5.85	%
Noninterest-earning assets		81,979							88,291
Total assets	$	1,894,815						$	1,833,099
Interest-bearing liabilities:
Interest-bearing demand deposits	$	219,026	$	2,506		2.31	%	$	210,487	$	1,986		1.90	%
Money market deposits		473,985		8,130		3.46	%		318,208		6,147		3.88	%
Savings deposits		190,965		792		0.84	%		196,828		594		0.61	%
Certificates of deposit		279,366		5,246		3.79	%		333,706		7,162		4.32	%
Short-term borrowings		98,952		2,217		4.52	%		141,507		3,913		5.56	%
Other borrowings		11,614		283		4.91	%		11,815		357		6.08	%
Total interest-bearing liabilities		1,273,908		19,174		3.04	%		1,212,551		20,159		3.34	%
Noninterest-bearing liabilities:
Noninterest-bearing demand deposits		393,923							398,417
Other liabilities		13,749							16,801
Stockholders’ equity		213,235							205,330
Total liabilities and stockholders’ equity	$	1,894,815						$	1,833,099
Net interest income			$	33,535						$	30,052
Interest rate spread (4)						2.88	%						2.51	%
Net interest margin (5)						3.79	%						3.53	%
Ratio of average interest-earning assets to average interest-bearing liabilities						142.31	%						143.90	%

⁽¹⁾ Tax-equivalent adjustments to calculate the yield on tax-exempt securities and loans were $538 and $570 for the six months ended June 30, 2025 and June 30, 2024, respectively.

⁽²⁾ Yield is calculated on the basis of amortized cost.

⁽³⁾ Includes dividends received on restricted stock.

⁽⁴⁾ Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.

⁽⁵⁾ Net interest margin represents net interest income as a percentage of average interest-earning assets.


Company Contact:	Investor and Media Contact:
Ronald L. Zimmerly, Jr. President and Chief Executive Officer Middlefield Banc Corp. (419) 673-1217 rzimmerly@middlefieldbank.com	Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberger.com

MIL-OSI: Enphase Energy Reports Financial Results for the Second Quarter of 2025

Source: GlobeNewswire (MIL-OSI)

FREMONT, Calif., July 22, 2025 (GLOBE NEWSWIRE) — Enphase Energy, Inc. (NASDAQ: ENPH), a global energy technology company and the world’s leading supplier of microinverter-based solar and battery systems, announced today financial results for the second quarter of 2025, which included the summary below from its President and CEO, Badri Kothandaraman.

We reported quarterly revenue of $363.2 million in the second quarter of 2025, along with 48.6% for non-GAAP gross margin. We shipped approximately 1.53 million microinverters, or 675.4 megawatts DC, and 190.9 megawatt hours (MWh) of IQ^® Batteries.

Highlights for the second quarter of 2025 are listed below:

IQ^® Meter Collar approved by 29 U.S. utilities to date
U.S. manufacturing: shipped approximately 1.41 million microinverters and record 46.9 MWh of IQ Batteries
Revenue of $363.2 million
GAAP gross margin of 46.9%; non-GAAP gross margin of 48.6% with net IRA benefit
Non-GAAP gross margin of 37.2%, excluding net IRA benefit of 11.4%
GAAP operating income of $37.0 million; non-GAAP operating income of $98.6 million
GAAP net income of $37.1 million; non-GAAP net income of $89.9 million
GAAP diluted earnings per share of $0.28; non-GAAP diluted earnings per share of $0.69
Free cash flow of $18.4 million; ending cash, cash equivalents and marketable securities of $1.53 billion

Our revenue and earnings for the second quarter of 2025 are provided below, compared with the prior quarter:

(In thousands, except per share and percentage data)

	GAAP									Non-GAAP
	Q2 2025			Q1 2025			Q2 2024			Q2 2025			Q1 2025			Q2 2024
Revenue	$	363,153		$	356,084		$	303,458		$	363,153		$	356,084		$	303,458
Gross margin		46.9	%		47.2	%		45.2	%		48.6	%		48.9	%		47.1	%
Operating expenses	$	133,486		$	136,319		$	135,367		$	77,781		$	79,423		$	81,706
Operating income	$	37,007		$	31,922		$	1,799		$	98,613		$	94,637		$	61,080
Net income	$	37,052		$	29,730		$	10,833		$	89,869		$	89,243		$	58,824
Basic EPS	$	0.28		$	0.23		$	0.08		$	0.69		$	0.68		$	0.43
Diluted EPS	$	0.28		$	0.22		$	0.08		$	0.69		$	0.68		$	0.43

Total revenue for the second quarter of 2025 was $363.2 million, compared to $356.1 million in the first quarter of 2025. Our revenue in the second quarter of 2025 included $40.4 million of safe harbor revenue, compared to $54.3 million of safe harbor revenue in the first quarter. Our revenue in the United States for the second quarter of 2025 increased approximately 3%, compared to the first quarter. The increase was the result of seasonality partially offset by lower safe harbor revenue. Our revenue in Europe increased approximately 11% for the second quarter of 2025, compared to the first quarter. The increase in revenue was primarily due to higher microinverter and battery sales as we continued to ramp shipments of our IQ^® Battery 5P™ with FlexPhase during the second quarter.

Our non-GAAP gross margin was 48.6% in the second quarter of 2025, compared to 48.9% in the first quarter. Our non-GAAP gross margin, excluding net benefit from the Inflation Reduction Act (IRA), was 37.2% in the second quarter of 2025, compared to 38.3% in the first quarter. The reciprocal tariffs had a negative impact of approximately two percentage points on margins.

Our non-GAAP operating expenses were $77.8 million in the second quarter of 2025, compared to $79.4 million in the first quarter. Our non-GAAP operating income was $98.6 million in the second quarter of 2025, compared to $94.6 million in the first quarter.

We exited the second quarter of 2025 with $1.53 billion in cash, cash equivalents and marketable securities and generated $26.6 million in cash flow from operations in the second quarter. Our capital expenditures were $8.2 million in the second quarter of 2025, compared to $14.6 million in the first quarter of 2025.

In the second quarter of 2025, we repurchased 702,948 shares of our common stock at an average price of $42.67 per share for a total of approximately $30.0 million. We also spent approximately $3.0 million by withholding shares to cover taxes for employee stock vesting that reduced the diluted shares by 58,332 shares.

During the second quarter of 2025, we shipped approximately 1.41 million microinverters from manufacturing facilities in the United States that we booked for 45X production tax credits. We continued to ship our IQ8HC™ Microinverters, IQ8P-3P™ Commercial Microinverters, and IQ^® Battery 5Ps from these facilities, meeting domestic content requirements.

We shipped a record 190.9 MWh of IQ Batteries in the second quarter of 2025, compared to 170.1 MWh in the first quarter. More than 11,700 installers worldwide are certified to install our IQ Batteries, compared to more than 10,900 installers worldwide in the first quarter of 2025. In addition, we have 210 MWh of batteries in our fleet currently enrolled in virtual power plant (VPP) programs globally.

During the second quarter of 2025, we began shipping our fourth-generation Enphase Energy System, which includes the IQ^® Battery 10C, IQ^® Meter Collar, and IQ^® Combiner 6C, to customers in the United States. The IQ Battery 10C is designed to be 30% more energy-dense, occupy 62% less wall space, and lower the cost of install compared to previous models. Together, these components simplify the entire backup installation process, enhance reliability, and provide greater value to homeowners. The IQ Meter Collar has now been approved by 29 U.S. utilities.

We also ramped shipments of our IQ Battery with FlexPhase into more countries in Europe. This AC-coupled battery system supports both single-phase and three-phase homes, providing full backup capability and superior flexibility to meet diverse home energy needs.

The IQ^® EV Charger 2, our most advanced residential charger to date, is now shipping to 18 countries across Europe, Australia, and New Zealand. This smart charger is designed to work seamlessly with Enphase solar and battery systems or as a powerful standalone solution. We also started shipping our IQ^® Balcony Solar Kit, a simple and efficient solution for harnessing solar energy from panels installed on apartment balconies, in Belgium and Germany during the second quarter of 2025.

We continue to strengthen our digital platform and improve the customer experience. We are investing in several new enhancements for Solargraf, our all-in-one installer platform, including expanded third-party ownership (TPO) partner integrations, a custom tariff builder, enhanced dealership management features, and a simplified, AI-driven design experience – all aimed at making Solargraf even more powerful and intuitive.

BUSINESS HIGHLIGHTS

On July 17, 2025, Enphase Energy announced initial shipments of the IQ Battery 5P supplied from manufacturing facilities in the United States with higher domestic content than previous models.

On July 10 and July 2, 2025, Enphase Energy announced that production shipments of its IQ EV Charger 2 have expanded Europe to now include Greece, Romania, Ireland, Poland, Australia, and New Zealand.

On June 16, 2025, Enphase Energy announced the launch of the IQ Battery 5P with FlexPhase, for customers in more European countries, including Spain, Portugal, France, Sweden, Denmark, Belgium, and the Netherlands.

On June 4, 2025, Enphase Energy announced that IQ8P-3P Commercial Microinverters made with domestic content were selected for significant commercial projects on a Florida school, an affordable housing complex in Rhode Island, and a community center in California.

On May 19, 2025, Enphase Energy introduced IQ^® Energy Management that integrates with Enphase solar and battery systems to enable smart management of variable electricity rates and select third-party electric vehicle (EV) chargers, heat pumps, and resistive electric water heaters in France.

On May 12 and May 7, 2025, Enphase Energy announced the launch of the IQ Balcony Solar System in Belgium and Germany that empowers apartment dwellers and homeowners with limited roof space to generate their own clean energy from balconies, patios, and small outdoor areas.

On May 8, 2025, Enphase Energy announced the availability of new software that allows homeowners with existing legacy IQ7™ Microinverter-based systems to seamlessly expand their solar capacity using IQ8™ Microinverters.

On April 28, 2025, Enphase Energy announced production shipments of IQ8 Microinverters in Japan through a distribution agreement with ITOCHU Corporation, one of the largest trading companies in the country.

THIRD QUARTER 2025 FINANCIAL OUTLOOK

For the third quarter of 2025, Enphase Energy estimates both GAAP and non-GAAP financial results as follows:

Revenue to be within a range of $330.0 million to $370.0 million, which includes shipments of 190 to 210 MWh of IQ Batteries.
GAAP gross margin to be within a range of 41.0% to 44.0% with net IRA benefit, including approximately three to five percentage points of new tariff impact.
Non-GAAP gross margin to be within a range of 43.0% to 46.0% with net IRA benefit and 33.0% to 36.0% excluding net IRA benefit, including approximately three to five percentage points of new tariff impact. Non-GAAP gross margin excludes stock-based compensation expense and acquisition related amortization.
Net IRA benefit to be within a range of $34.0 million to $38.0 million based on estimated shipments of 1,200,000 units of U.S. manufactured microinverters.
GAAP operating expenses to be within a range of $130.0 million to $134.0 million.
Non-GAAP operating expenses to be within a range of $78.0 million to $82.0 million, excluding $52.0 million estimated for stock-based compensation expense, acquisition related amortization, restructuring and asset impairment charges.

For 2025, Enphase expects a GAAP tax rate of 19-21% and a non-GAAP tax rate of 15-17%, including IRA benefits.

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Use of non-GAAP Financial Measures

Enphase Energy has presented certain non-GAAP financial measures in this press release. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either exclude or include amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (GAAP). Reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure can be found in the accompanying tables to this press release. Non-GAAP financial measures presented by Enphase Energy include non-GAAP gross profit, gross margin, operating expenses, income from operations, net income, net income per share (basic and diluted), net IRA benefit, and free cash flow.

These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same captions and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies. In addition, these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Enphase Energy’s results of operations as determined in accordance with GAAP. As such, these non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Enphase Energy uses these non-GAAP financial measures to analyze its operating performance and future prospects, develop internal budgets and financial goals, and to facilitate period-to-period comparisons. Enphase Energy believes that these non-GAAP financial measures reflect an additional way of viewing aspects of its operations that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting its business.

As presented in the “Reconciliation of Non-GAAP Financial Measures” tables below, each of the non-GAAP financial measures excludes one or more of the following items for purposes of calculating non-GAAP financial measures to facilitate an evaluation of Enphase Energy’s current operating performance and a comparison to its past operating performance:

Stock-based compensation expense. Enphase Energy excludes stock-based compensation expense from its non-GAAP measures primarily because they are non-cash in nature. Moreover, the impact of this expense is significantly affected by Enphase Energy’s stock price at the time of an award over which management has limited to no control.

Acquisition related amortization. This item represents amortization of acquired intangible assets, which is a non-cash expense. Acquisition related amortization of acquired intangible assets are not reflective of Enphase Energy’s ongoing financial performance.

Restructuring and asset impairment charges. Enphase Energy excludes restructuring and asset impairment charges due to the nature of the expenses being unusual and arising outside the ordinary course of continuing operations. These costs primarily consist of fees paid for cash-based severance costs, accelerated stock-based compensation expense and asset write-downs of property and equipment and acquired intangible assets, and other contract termination costs resulting from restructuring initiatives.

Non-cash interest expense. This item consists primarily of amortization of debt issuance costs and accretion of debt discount because these expenses do not represent a cash outflow for Enphase Energy except in the period the financing was secured and such amortization expense is not reflective of Enphase Energy’s ongoing financial performance.

Non-GAAP income tax adjustment. This item represents the amount adjusted to Enphase Energy’s GAAP tax provision or benefit to exclude the income tax effects of GAAP adjustments such as stock-based compensation, amortization of purchased intangibles, and other non-recurring items that are not reflective of Enphase Energy ongoing financial performance.

Non-GAAP net income per share, diluted. Enphase Energy excludes the dilutive effect of in-the-money portion of convertible senior notes as they are covered by convertible note hedge transactions that reduce potential dilution to our common stock upon conversion of the Notes due 2025, Notes due 2026, and Notes due 2028, and includes the dilutive effect of employee’s stock-based awards and the dilutive effect of warrants. Enphase Energy believes these adjustments provide useful supplemental information to the ongoing financial performance.

Net IRA benefit. This item represents the advanced manufacturing production tax credit (AMPTC) from the IRA for manufacturing microinverters in the United States, partially offset by the incremental manufacturing cost incurred in the United States relative to manufacturing in India. The AMPTC is accounted for by Enphase Energy as an income-based government grants that reduces cost of revenues in the condensed consolidated statements of operations.

Free cash flow. This item represents net cash flows from operating activities less purchases of property and equipment.

Conference Call Information

Enphase Energy will host a conference call for analysts and investors to discuss its second quarter 2025 results and third quarter 2025 business outlook today at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time). The call is open to the public by dialing (833) 634-5018. A live webcast of the conference call will also be accessible from the “Investor Relations” section of Enphase Energy’s website at https://investor.enphase.com.

Following the webcast, an archived version will be available on the website for approximately one year. In addition, an audio replay of the conference call will be available by calling (877) 344-7529; replay access code 6021998, beginning approximately one hour after the call.

Forward-Looking Statements

This press release contains forward-looking statements, including statements related to Enphase Energy’s expectations as to its third quarter of 2025 financial outlook, including revenue, shipments of IQ Batteries by MWh, gross margin with net IRA benefit and excluding net IRA benefit, estimated shipments of U.S. manufactured microinverters, operating expenses, and annualized effective tax rate with IRA benefit; its expectations regarding the expected net IRA benefit; future enhancements for Solargraf; and the capabilities, advantages, features, and performance of its technology and products. These forward-looking statements are based on Enphase Energy’s current expectations and inherently involve significant risks and uncertainties. Enphase Energy’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of certain risks and uncertainties including those risks described in more detail in its most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and other documents on file with the SEC from time to time and available on the SEC’s website at www.sec.gov. Enphase Energy undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations, except as required by law.

A copy of this press release can be found on the investor relations page of Enphase Energy’s website at https://investor.enphase.com.

About Enphase Energy, Inc.

Enphase Energy, a global energy technology company based in Fremont, CA, is the world’s leading supplier of microinverter-based solar and battery systems that enable people to harness the sun to make, use, save, and sell their own power – and control it all with a smart mobile app. The company revolutionized the solar industry with its microinverter-based technology and builds all-in-one solar, battery, and software solutions. Enphase has shipped approximately 83.1 million microinverters, and more than 4.9 million Enphase-based systems have been deployed in over 160 countries. For more information, visit https://enphase.com/.

© 2025 Enphase Energy, Inc. All rights reserved. Enphase Energy, Enphase, the “e” logo, IQ, IQ8, and certain other marks listed at https://enphase.com/trademark-usage-guidelines are trademarks or service marks of Enphase Energy, Inc. Other names are for informational purposes and may be trademarks of their respective owners.

Contact:

Zach Freedman
Enphase Energy, Inc.
Investor Relations
ir@enphaseenergy.com

ENPHASE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
	Three Months Ended									Six Months Ended
	June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Net revenues	$	363,153		$	356,084		$	303,458		$	719,237		$	566,797
Cost of revenues		192,660			187,843			166,292			380,503			314,123
Gross profit		170,493			168,241			137,166			338,734			252,674
Operating expenses:
Research and development		45,421			50,174			48,871			95,595			103,082
Sales and marketing		50,708			48,948			51,775			99,656			105,082
General and administrative		34,035			34,035			33,550			68,070			68,732
Restructuring and asset impairment charges		3,322			3,162			1,171			6,484			3,078
Total operating expenses		133,486			136,319			135,367			269,805			279,974
Income (loss) from operations		37,007			31,922			1,799			68,929			(27,300	)
Other income, net
Interest income		14,911			17,032			19,203			31,943			38,912
Interest expense		(815	)		(2,047	)		(2,220	)		(2,862	)		(4,416	)
Other expense, net		(8,898	)		(14	)		(7,566	)		(8,912	)		(7,479	)
Total other income, net		5,198			14,971			9,417			20,169			27,017
Income (loss) before income taxes		42,205			46,893			11,216			89,098			(283	)
Income tax provision		(5,153	)		(17,163	)		(383	)		(22,316	)		(4,981	)
Net income (loss)	$	37,052		$	29,730		$	10,833		$	66,782		$	(5,264	)
Net income (loss) per share:
Basic	$	0.28		$	0.23		$	0.08		$	0.51		$	(0.04	)
Diluted	$	0.28		$	0.22		$	0.08		$	0.50		$	(0.04	)
Shares used in per share calculation:
Basic		131,031			131,869			135,646			131,447			135,768
Diluted		135,219			136,208			136,123			135,719			135,768

ENPHASE ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	370,536	$	369,110
Restricted cash		—		95,006
Marketable securities		1,159,648		1,253,480
Accounts receivable, net		223,218		223,749
Inventory		173,016		165,004
Prepaid expenses and other assets		362,523		220,735
Total current assets		2,288,941		2,327,084
Property and equipment, net		136,902		147,514
Intangible assets, net		32,380		42,398
Goodwill		214,890		211,571
Other assets		193,426		205,542
Deferred tax assets, net		312,250		315,567
Total assets	$	3,178,789	$	3,249,676
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	162,697	$	90,032
Accrued liabilities		206,537		196,887
Deferred revenues, current		129,040		237,225
Warranty obligations, current		33,136		34,656
Debt, current		631,179		101,291
Total current liabilities		1,162,589		660,091
Long-term liabilities:
Deferred revenues, non-current		331,531		341,982
Warranty obligations, non-current		172,950		158,233
Other liabilities		59,542		55,265
Debt, non-current		571,540		1,201,089
Total liabilities		2,298,152		2,416,660
Total stockholders’ equity		880,637		833,016
Total liabilities and stockholders’ equity	$	3,178,789	$	3,249,676

ENPHASE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
		Three Months Ended									Six Months Ended
		June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Cash flows from operating activities:
Net income (loss)		$	37,052		$	29,730		$	10,833		$	66,782		$	(5,264	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			20,085			19,915			20,484			40,000			40,621
Net accretion of premium (discount) on marketable securities			(1,234	)		3,512			(1,030	)		2,278			1,795
Provision for doubtful accounts			130			62			1,897			192			1,767
Asset impairment			1,538			27			6,241			1,565			6,573
Non-cash interest expense			828			1,679			2,157			2,507			4,289
Change in fair value of debt securities			9,464			(323	)		1,931			9,141			989
Stock-based compensation			53,896			55,633			52,757			109,529			113,590
Deferred income taxes			403			8,560			(14,076	)		8,963			(22,368	)
Changes in operating assets and liabilities:
Accounts receivable			8,681			1,760			82,183			10,441			159,542
Inventory			(28,991	)		20,979			31,825			(8,012	)		37,527
Prepaid expenses and other assets			(64,261	)		(75,553	)		(42,810	)		(139,814	)		(53,707	)
Accounts payable, accrued and other liabilities			37,212			54,232			(23,944	)		91,444			(90,228	)
Warranty obligations			2,639			10,558			15			13,197			(11,908	)
Deferred revenues			(50,813	)		(82,357	)		(1,401	)		(133,170	)		(6,955	)
	Net cash provided by operating activities		26,629			48,414			127,062			75,043			176,263
Cash flows from investing activities:
Purchases of property and equipment			(8,259	)		(14,608	)		(9,636	)		(22,867	)		(17,007	)
Investment in tax equity fund			(1,440	)		(6,904	)		—			(8,344	)		—
Purchases of marketable securities			(284,306	)		(200,826	)		(300,053	)		(485,132	)		(772,321	)
Maturities and sale of marketable securities			242,820			335,398			282,063			578,218			779,436
	Net cash provided by (used in) investing activities		(51,185	)		113,060			(27,626	)		61,875			(9,892	)
Cash flows from financing activities:
Settlement of Notes due 2025			—			(102,168	)		—			(102,168	)		(2	)
Repurchase of common stock			(29,993	)		(99,964	)		(99,908	)		(129,957	)		(141,904	)
Proceeds from issuance of common stock under employee equity plans			5,302			67			6,769			5,369			7,955
Payment of withholding taxes related to net share settlement of equity awards			(2,864	)		(12,110	)		(7,473	)		(14,974	)		(67,515	)
	Net cash used in financing activities		(27,555	)		(214,175	)		(100,612	)		(241,730	)		(201,466	)
	Effect of exchange rate changes on cash, cash equivalents and restricted cash		7,557			3,675			(374	)		11,232			(1,551	)
Net decrease in cash, cash equivalents and restricted cash			(44,554	)		(49,026	)		(1,550	)		(93,580	)		(36,646	)
Cash, cash equivalents and restricted cash — Beginning of period			415,090			464,116			253,652			464,116			288,748
Cash, cash equivalents and restricted cash — End of period		$	370,536		$	415,090		$	252,102		$	370,536		$	252,102

ENPHASE ENERGY, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(In thousands, except per share data and percentages)
(Unaudited)
		Three Months Ended									Six Months Ended
		June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Gross profit (GAAP)		$	170,493		$	168,241		$	137,166		$	338,734		$	252,674
	Stock-based compensation		4,311			4,239			3,730			8,550			7,912
	Acquisition related amortization		1,590			1,580			1,890			3,170			3,781
Gross profit (Non-GAAP)		$	176,394		$	174,060		$	142,786		$	350,454		$	264,367

Gross margin (GAAP)			46.9	%		47.2	%		45.2	%		47.1	%		44.6	%
	Stock-based compensation		1.3			1.2			1.3			1.2			1.3
	Acquisition related amortization		0.4			0.5			0.6			0.4			0.7
Gross margin (Non-GAAP)			48.6	%		48.9	%		47.1	%		48.7	%		46.6	%

Operating expenses (GAAP)		$	133,486		$	136,319		$	135,367		$	269,805		$	279,974
	Stock-based compensation⁽¹⁾		(49,506	)		(50,885	)		(49,027	)		(100,391	)		(105,678	)
	Acquisition related amortization		(2,877	)		(2,849	)		(3,463	)		(5,726	)		(6,925	)
	Restructuring and asset impairment charges⁽¹⁾		(3,322	)		(3,162	)		(1,171	)		(6,484	)		(3,078	)
Operating expenses (Non-GAAP)		$	77,781		$	79,423		$	81,706		$	157,204		$	164,293

⁽¹⁾Includes stock-based compensation as follows:
	Research and development	$	20,481		$	21,647		$	20,210		$	42,128		$	44,760
	Sales and marketing		16,657			16,396			16,784			33,053			34,962
	General and administrative		12,368			12,842			12,033			25,210			25,956
	Restructuring and asset impairment charges		79			509			—			588			—
	Total	$	49,585		$	51,394		$	49,027		$	100,979		$	105,678

Income (loss) from operations (GAAP)		$	37,007		$	31,922		$	1,799		$	68,929		$	(27,300	)
	Stock-based compensation		53,817			55,124			52,757			108,941			113,590
	Acquisition related amortization		4,467			4,429			5,353			8,896			10,706
	Restructuring and asset impairment charges		3,322			3,162			1,171			6,484			3,078
Income from operations (Non-GAAP)		$	98,613		$	94,637		$	61,080		$	193,250		$	100,074

Net income (loss) (GAAP)		$	37,052		$	29,730		$	10,833		$	66,782		$	(5,264	)
	Stock-based compensation		53,817			55,124			52,757			108,941			113,590
	Acquisition related amortization		4,467			4,429			5,353			8,896			10,706
	Restructuring and asset impairment charges		3,322			3,162			1,171			6,484			3,078
	Non-cash interest expense		829			1,678			2,157			2,507			4,289
	Non-GAAP income tax adjustment		(9,618	)		(4,880	)		(13,447	)		(14,498	)		(19,619	)
Net income (Non-GAAP)		$	89,869		$	89,243		$	58,824		$	179,112		$	106,780

Net income (loss) per share, basic (GAAP)		$	0.28		$	0.23		$	0.08		$	0.51		$	(0.04	)
	Stock-based compensation		0.41			0.42			0.39			0.80			0.84
	Acquisition related amortization		0.03			0.04			0.04			0.08			0.08
	Restructuring and asset impairment charges		0.03			0.02			0.01			0.06			0.02
	Non-cash interest expense		0.01			0.01			0.02			0.02			0.03
	Non-GAAP income tax adjustment		(0.07	)		(0.04	)		(0.11	)		(0.11	)		(0.14	)
Net income per share, basic (Non-GAAP)		$	0.69		$	0.68		$	0.43		$	1.36		$	0.79

	Shares used in basic per share calculation GAAP and Non-GAAP		131,031			131,869			135,646			131,447			135,768

Net income (loss) per share, diluted (GAAP)		$	0.28		$	0.22		$	0.08		$	0.50		$	(0.04	)
	Stock-based compensation		0.41			0.42			0.38			0.83			0.84
	Acquisition related amortization		0.03			0.04			0.04			0.07			0.08
	Restructuring and asset impairment charges		0.03			0.03			0.01			0.05			0.02
	Non-cash interest expense		0.01			0.01			0.02			0.02			0.03
	Non-GAAP income tax adjustment		(0.07	)		(0.04	)		(0.10	)		(0.11	)		(0.15	)
Net income per share, diluted (Non-GAAP)		$	0.69		$	0.68		$	0.43		$	1.36		$	0.78

	Shares used in diluted per share calculation GAAP		135,219			136,208			136,123			135,719			135,768
	Shares used in diluted per share calculation Non-GAAP		131,144			132,133			136,123			131,644			136,439

Income-based government grants (GAAP)		$	61,040		$	53,631		$	24,329		$	114,671		$	42,946
	Incremental cost for manufacturing in U.S.		(19,528	)		(15,773	)		(5,950	)		(35,301	)		(10,832	)
Net IRA benefit (Non-GAAP)		$	41,512		$	37,858		$	18,379		$	79,370		$	32,114

Net cash provided by operating activities (GAAP)		$	26,629		$	48,414		$	127,062		$	75,043		$	176,263
	Purchases of property and equipment		(8,259	)		(14,608	)		(9,636	)		(22,867	)		(17,007	)
Free cash flow (Non-GAAP)		$	18,370		$	33,806		$	117,426		$	52,176		$	159,256

This press release was published by a CLEAR® Verified individual.

MIL-OSI: CNB Financial Corporation Reports Second Quarter 2025 Results

Source: GlobeNewswire (MIL-OSI)

CLEARFIELD, Pa., July 22, 2025 (GLOBE NEWSWIRE) —

CNB Financial Corporation (“Corporation”) (NASDAQ: CCNE), the parent company of CNB Bank, today announced its earnings for the three and six months ended June 30, 2025.

Key Financial Trends

Earnings – Net income available to common shareholders (“earnings”) was $12.9 million, or $0.61 per diluted share, and $10.4 million, or $0.50 per diluted share, for the three months ended June 30, 2025 and March 31, 2025, respectively.
- Excluding after-tax merger costs, earnings were $13.2 million, or $0.63 per diluted share, for the three months ended June 30, 2025, reflecting an increase of $1.3 million, or 11.31%, and $0.06 per diluted share, or 10.53%, compared to earnings of $11.9 million, or $0.57 per diluted share, for the three months ended March 31, 2025.¹
Loans – At June 30, 2025, loans totaled $4.7 billion, excluding the balances of syndicated loans, representing a quarterly increase of $113.7 million, or 2.50% (10.04% annualized), compared to March 31, 2025.
Deposits – At June 30, 2025, total deposits were $5.5 billion, reflecting a quarterly increase of $7.0 million, or 0.13% (0.51% annualized), compared to March 31, 2025.
- The second quarter of 2025 included the exits/reductions of higher cost municipal deposits totaling approximately $77.7 million. Excluding the impact of these exits/reductions, total deposits increased approximately $84.7 million or 1.55% (6.22% annualized), compared to the first quarter of 2025.¹
Net Interest Margin – Net interest margin was 3.60% for the three months ended June 30, 2025, compared to 3.38% for the three months ended March 31, 2025. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.59% and 3.37%, for the three months ended June 30, 2025 and March 31, 2025, respectively.¹
Credit Quality – Total nonperforming assets were approximately $30.4 million, or 0.48% of total assets, as of June 30, 2025, compared to $56.1 million, or 0.89% of total assets, as of March 31, 2025. The $25.7 million decrease in nonperforming assets for the three months ended June 30, 2025, was primarily due to the resolution of approximately $24.1 million in non-performing assets, as discussed in more detail below.
- Net loan charge-offs were $3.3 million, or 0.28% (annualized) of average total loans and loans held for sale, for the three months ended June 30 2025, compared to $1.4 million, or 0.13% (annualized) of average total loans and loans held for sale, during the three months ended March 31, 2025.
Capital – As of June 30, 2025, the Corporation’s ratio of common shareholders’ equity to total assets was 9.17% compared to 9.00% at March 31, 2025. As of June 30, 2025 and March 31, 2025, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, was 8.53% and 8.36%, respectively.¹

Executive Summary

Net income available to common shareholders (“earnings”) was $12.9 million, or $0.61 per diluted share, and $10.4 million, or $0.50 per diluted share, for the three months ended June 30, 2025 and March 31, 2025, respectively. Excluding after-tax merger costs, earnings were $13.2 million, or $0.63 per diluted share, for the three months ended June 30, 2025, reflecting an increase of $1.3 million, or 11.31%, and $0.06 per diluted share, or 10.53%, compared to earnings of $11.9 million, or $0.57 per diluted share, for the three months ended March 31, 2025.¹ The quarterly increase was a result of an increase in net interest income and non-interest income, and a decrease in non-interest expense, partially offset by an increase in the provision for credit losses, as discussed in more detail below. Excluding after-tax merger costs in the second quarter 2025, earnings and diluted earnings per share when compared to earnings of $11.9 million, or $0.56 per diluted share, in the quarter ended June 30, 2024, increased $1.4 million, or 11.41%, and $0.07 per diluted share, or 12.50%, due to an increase in net interest income and non-interest income, partially offset by increases in non-interest expense and the provision for credit losses.¹
Earnings were $23.3 million, or $1.10 per diluted share, for the six months ended June 30, 2025. Excluding after-tax merger costs, earnings were $25.1 million, or $1.19 per diluted share, for the six months ended June 30, 2025, reflecting an increase of $1.7 million, or 7.37%, and $0.08 per diluted share, or 7.21%, compared to earnings of $23.4 million, or $1.11 per diluted share, for the six months ended June 30, 2024.¹ The year-to-date increase was a result of an increase in net interest income, partially offset by a decrease in non-interest income, and increases in non-interest expense and the provision for credit losses, as discussed in more detail below.
At June 30, 2025, loans totaled $4.7 billion, excluding the balances of syndicated loans. This total of $4.7 billion in loans represented a quarterly increase of $113.7 million, or 2.50% (10.04% annualized), compared to March 31, 2025, and a year-over-year increase of $228.7 million, or 5.17%, compared to June 30, 2024. The increase in loans for the quarter ended June 30, 2025, compared to the quarter ended March 31, 2025, and the year-over-year increase in loans as of June 30, 2025, compared to June 30, 2024, was primarily driven by growth in the ERIEBANK, Ridge View Bank, BankOnBuffalo, and the legacy CNB markets, as well as CNB Bank’s Private Banking division.
- At June 30, 2025, the syndicated loan portfolio totaled $78.9 million, or 1.67% of total loans, compared to $69.2 million, or 1.50% of total loans, at March 31, 2025 and $53.9 million, or 1.20% of total loans, at June 30, 2024. The increase in syndicated lending balances of $9.7 million compared to March 31, 2025 and $25.0 million compared to June 30, 2024 reflects the Corporation’s continued focus on evaluating the level and composition of its syndicated loan portfolio to ensure it continues to provide strong credit quality, profitable use of excess liquidity, and complement the Corporation’s loan growth from its in-market customer relationships.
At June 30, 2025, total deposits were $5.5 billion, reflecting a quarterly increase of $7.0 million, or 0.13% (0.51% annualized), compared to March 31, 2025, and a year-over-year increase of $356.2 million, or 6.97%, compared to total deposits measured as of June 30, 2024. The growth in total deposits in the second quarter of 2025 includes the exit/reductions of higher cost municipal deposits totaling approximately $77.7 million. Excluding the impact of these exit/reductions, total deposits increased approximately $84.7 million or 1.55% (6.22% annualized).¹ The increase in deposit balances for the quarter ended June 30, 2025, compared to the quarter ended March 31, 2025, and the year-over-year increase in deposit balances as of June 30, 2025, was driven primarily by higher Treasury Management sourced business and municipal deposits, coupled with growth in retail accounts, including time deposits. Additional deposit and liquidity profile details were as follows:
- At June 30, 2025, the total estimated uninsured deposits for CNB Bank were approximately $1.6 billion, or approximately 28.62% of total CNB Bank deposits. However, when excluding $103.5 million of affiliate company deposits and $509.0 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits was approximately $982.0 million, or approximately 17.63% of total CNB Bank deposits as of June 30, 2025.
  - The level of adjusted uninsured deposits at June 30, 2025 remained relatively unchanged, compared to the level at March 31, 2025, when the total estimated uninsured deposits for CNB Bank were approximately $1.6 billion, or approximately 27.94% of total CNB Bank deposits. Excluding $101.9 million of affiliate company deposits and $481.2 million of pledged-investment collateralized deposits, the adjusted amount and percentage of total estimated uninsured deposits were approximately $971.1 million, or approximately 17.46% of total CNB Bank deposits as of March 31, 2025.
- At June 30, 2025, the average deposit balance per account for CNB Bank was approximately $34 thousand, which has remained stable at this level for an extended period.
- At June 30, 2025, the Corporation had $332.2 million of cash equivalents held in CNB Bank’s interest-bearing deposit account at the Federal Reserve. These excess funds, when combined with collective contingent liquidity resources of $4.6 billion including (i) available borrowing capacity from the Federal Home Bank of Pittsburgh (“FHLB”) and the Federal Reserve, and (ii) available unused commitments from brokered deposit sources and other third-party funding channels, including previously established lines of credit from correspondent banks, resulted in the total available liquidity sources for the Corporation as of June 30, 2025 to be approximately 5.1 times the estimated amount of adjusted uninsured deposit balances discussed above.
At June 30, 2025, March 31, 2025, and June 30, 2024, the Corporation had no outstanding short-term borrowings from the FHLB or the Federal Reserve’s Discount Window.
At June 30, 2025, the Corporation’s pre-tax net unrealized losses on the combined portfolios of available-for-sale and held-to-maturity securities totaled $55.6 million, or 8.73% of total shareholders’ equity, compared to $61.7 million, or 9.88% of total shareholders’ equity, at March 31, 2025, and $84.1 million, or 14.33% of total shareholders’ equity, at June 30, 2024. The change in unrealized losses during the first second quarter 2025 was primarily due to changes in the yield curve compared to the first quarter of 2024 and second quarter of 2024, coupled with the Corporation’s scheduled bond maturities, which were all realized at par. Importantly, all regulatory capital ratios for the Corporation would still exceed regulatory “well-capitalized” levels as of June 30, 2025, March 31, 2025, and June 30, 2024 if the net unrealized losses at the respective dates were fully recognized. Additionally, the Corporation continued to maintain excess liquidity at its holding company totaling approximately $102.2 million of liquid funds at June 30, 2025, which more than covers the $55.6 million in combined available-for-sale and held-to-maturity unrealized losses on investments held primarily in its wholly-owned banking subsidiary, as an immediately available source of contingent capital to be down-streamed to CNB Bank, if necessary.
Total nonperforming assets were approximately $30.4 million, or 0.48% of total assets, as of June 30, 2025, compared to $56.1 million, or 0.89% of total assets, as of March 31, 2025, and $36.5 million, or 0.62% of total assets, as of June 30, 2024. The $25.7 million decrease in nonperforming assets for the three months ended June 30, 2025, compared to the three months ended March 31, 2025 was primarily due to paydowns to workout-related efforts on two larger nonaccrual loan relationships, and resulting charge-offs on these workouts and other smaller problem loans. The most significant charge-offs were $1.5 million for an owner-occupied commercial real estate relationship (balance of approximately $3.8 million with a specific reserve balance of $1.4 million) and a $1.1 million charge-off of a multifamily commercial real estate loan (balance of approximately $20.3 million with a specific reserve balance of $885 thousand). The $6.2 million decrease in nonperforming assets at June 30, 2025 compared to June 30, 2024 was due to charge-off of the owner-occupied commercial real estate relationship previously discussed, coupled with paydowns to nonaccrual loans. For the three months ended June 30, 2025, net loan charge-offs were $3.3 million, or 0.28% (annualized) of average total loans and loans held for sale, compared to $1.4 million, or 0.13% (annualized) of average total loans and loans held for sale, during the three months ended March 31, 2025, and $2.8 million, or 0.25% (annualized) of average total loans and loans held for sale, during the three months ended June 30, 2024.
Pre-provision net revenue (“PPNR”), a non-GAAP measure, was $21.6 million for the three months ended June 30, 2025 and $15.9 million for the three months ended March 31, 2025.¹ Excluding merger costs, PPNR was $21.9 million for the three months ended June 30, 2025, compared to $17.4 million and $18.6 million for the three months ended March 31, 2025 and June 30, 2024, respectively.¹ The second quarter 2025 PPNR, excluding merger costs, when compared to the first quarter of 2025, reflected increases in net interest income and non-interest income and a decrease in non-interest expense. The increase in PPNR for the three months ended June 30, 2025, compared to the three months ended June 30, 2024 was primarily attributable to higher net interest income, partially offset by an increase in non-interest expenses. PPNR was $37.5 million for the six months ended June 30, 2025.¹ Excluding merger costs, PPNR was $39.4 million for the six months ended June 30, 2025, compared to $35.3 million for the six months ended June 30, 2024.¹ The year-to-date 2025 PPNR, excluding merger costs, when compared to the year-to-date 2024 PPNR, reflected increases in net interest income, partially offset by a decrease in non-interest income and an increase in non-interest expense.

¹ This release contains references to certain financial measures that are not defined by U.S. Generally Accepted Accounting Principles (“GAAP”). Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. A reconciliation of these non-GAAP financial measures is provided in the “Reconciliation of Non-GAAP Financial Measures” section.

Michael Peduzzi, President and CEO of both the Corporation and CNB Bank, stated, “Favorably, our second quarter earnings and growth reflected the positive momentum of continued commercial loan growth and demand that we saw at the end of the first quarter with both existing relationships and new prospects. This momentum included realized deposit and relationship growth based in our Treasury Management activities, as evidenced by favorable growth in our noninterest-bearing deposits. These volume increases in our core net interest income components were complemented by increases in our average loan yield and continued decreases in our cost of interest-bearing funds, resulting in a favorable 22 basis point increase in our taxable-equivalent net interest margin compared to the first quarter. We continue to see both a sound loan pipeline and opportunities for further cost-of-fund interest reductions as we enter the third quarter. Importantly, as we release these second quarter earnings, we are ready to close and begin the integration of our acquisition of ESSA Bancorp, Inc. and its subsidiary, ESSA Bank and Trust (collectively, “ESSA”), with legal merger close scheduled to occur at the end of day on July 23, 2025. The addition of this wonderful franchise and related employee team will add significantly to CNB’s earning-asset base and market footprint, allowing us to deliver great banking and wealth management experiences for clients in the Northeastern Pennsylvania markets served by ESSA. In addition to the increased net interest income earning and growth capabilities we expect from our business combination, we look to continue to focus on tightly managing the Corporation’s core overhead, while realizing economies-of-scale cost efficiencies from the ESSA acquisition, as we look to realize both increased positive operating leverage and further accretion to our net interest margin and overall earnings. We are honored to welcome the clients, employees, and investors from ESSA to our CNB family.”

Other Balance Sheet Highlights

Book value per common share was $27.44 and $27.01 at June 30, 2025 and March 31, 2025, respectively. Excluding after-tax merger costs, book value per common share was $27.53, reflecting an increase of $0.45, or 6.67% (annualized), from $27.08 at March 31, 2025 and a year-over-year increase of $2.34, or 9.29%, from $25.19 at June 30, 2024.¹ Tangible book value per common share, a non-GAAP measure, was $25.35 and $24.91 as of June 30, 2025 and March 31, 2025, respectively. Excluding after-tax merger costs, tangible book value per common share, a non-GAAP measure, was $25.44, reflecting an increase of $0.46, or 7.39% (annualized) from $24.98 as of March 31, 2025 and a year-over-year increase of $2.35, or 10.18%, from $23.09 as of June 30, 2024.¹ The increases in book value per common share and tangible book value per common share, excluding after-tax merger costs, from March 31, 2025 to June 30, 2025 were primarily due to a $9.1 million increase in retained earnings, coupled with a $3.0 million decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio for the second quarter of 2025. The increases in book value per common share and tangible book value per common share, excluding after-tax merger costs, from June 30, 2024 to June 30, 2025 were primarily due to a $35.0 million increase in retained earnings over the twelve months ended June 30, 2025 coupled with a $13.9 million decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio for the past twelve months.

Loan Portfolio Profile

As part of its lending policy and risk management activities, the Corporation tracks lending exposure by industry classification and type to determine potential risks associated with industry concentrations, and to identify any concentration risk issues that could lead to additional credit loss exposure. An important and recurring part of this process involves the Corporation’s continued measurement and evaluation of its exposure to the office, hospitality, and multifamily industries within its commercial real estate portfolio. Even given the Corporation’s historically sound underwriting protocols and high credit quality standards for borrowers in the commercial real estate industry segments, the Corporation monitors numerous relevant sensitivity elements, including occupancy, loan-to-value, absorption and cap rates, debt service coverage and covenant compliance, and developer/lessor financial strength both in the project and globally. At June 30, 2025, the Corporation had the following key metrics related to its office, hospitality and multifamily portfolios:
- Commercial office loans:
  - There were 113 outstanding loans, totaling $111.1 million, or 2.35% of total Corporation loans outstanding;
  - There were no nonaccrual commercial office loans;
  - There were two past-due commercial office loans that totaled $209 thousand, or 0.19% of total commercial office loans outstanding; and
  - The average outstanding balance per commercial office loan was $983 thousand.
- Commercial hospitality loans:
  - There were 156 outstanding loans, totaling $321.2 million, or 6.79% of total Corporation loans outstanding;
  - There were no nonaccrual commercial hospitality loans;
  - There were no past-due commercial hospitality loans; and
  - The average outstanding balance per commercial hospitality loan was $2.1 million.
- Commercial multifamily loans:
  - There were 223 outstanding loans, totaling $405.4 million, or 8.57% of total Corporation loans outstanding;
  - There was one nonaccrual and past-due commercial multifamily loan that totaled $199 thousand, or 0.05% of total multifamily loans outstanding; and
  - The average outstanding balance per commercial multifamily loan was $1.8 million.

The Corporation had no commercial office, hospitality or multifamily loan relationships considered by the banking regulators to be high volatility commercial real estate (“HVCRE”) credits.

Performance Ratios

Annualized return on average equity was 8.83% and 7.52% for the three months ended June 30, 2025 and March 31, 2025, respectively. Excluding after-tax merger costs, annualized return on average equity was 9.06% for the three months ended June 30, 2025, compared to 8.49% and 8.94% for the three months ended March 31, 2025 and June 30, 2024, respectively.¹ Annualized return on average equity was 8.18% for the six months ended June 30, 2025. Excluding after-tax merger costs, annualized return on average equity was 8.78% for the six months ended June 30, 2025, compared to 8.86% for the six months ended June 30, 2024.¹
Annualized return on average tangible common equity, a non-GAAP measure, was 9.71% and 8.15% for the three months ended June 30, 2025 and March 31, 2025, respectively. Excluding after-tax merger costs, annualized return on average tangible common equity was 9.98% for the three months ended June 30, 2025, compared to 9.32% and 9.93% for the three months ended March 31, 2025 and June 30, 2024, respectively.¹ Annualized return on average tangible common equity was 8.95% for the six months ended June 30, 2025. Excluding after-tax merger costs, annualized return on average tangible common equity was 9.66% for the six months ended June 30, 2025, compared to 9.85% for the six months ended June 30, 2024.¹
The Corporation’s efficiency ratio was 64.73% and 72.07% for the three months ended June 30, 2025 and March 31, 2025, respectively, and 64.08% and 71.28%, respectively, on a fully tax-equivalent basis, a non-GAAP measure.¹ Excluding merger costs, the efficiency ratio on a fully tax-equivalent basis, a non-GAAP measure, was 63.50%, compared to 68.62% and 65.20% for the three months ended March 31, 2025 and June 30, 2024, respectively.¹ The quarter-over-quarter decrease was primarily driven by higher net interest income and non-interest income and decreased non-interest expense, as further discussed below. The year-over-year decrease was primarily driven by an increase in net interest income, partially offset by an increase in non-interest expense. The Corporation’s efficiency ratio was 68.27% for the six months ended June 30, 2025, and 67.55% on a fully tax-equivalent basis, a non-GAAP measure.¹ Excluding merger costs, the efficiency ratio on a fully tax-equivalent basis, a non-GAAP measure, was 65.97%, compared to 66.74% for the six months ended June 30, 2024.¹ The year-over-year decrease was primarily driven by higher net interest income, partially offset by higher non-interest expense.

Revenue

Total revenue (net interest income plus non-interest income) was $61.2 million for the three months ended June 30, 2025, an increase when compared to $56.9 million and $54.6 million for the three months ended March 31, 2025 and June 30, 2024, respectively.
- Net interest income was $52.2 million for the three months ended June 30, 2025, compared to $48.4 million and $45.7 million for the three months ended March 31, 2025 and June 30, 2024, respectively. When comparing the second quarter of 2025 to the first quarter of 2025, the increase in net interest income of $3.8 million, or 7.78% (31.19% annualized), was primarily due to the change in the earning asset mix from interest-bearing deposits to loans, coupled with changes in the yield curve.
- Net interest margin was 3.60%, 3.38%, and 3.36% for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.59%, 3.37% and 3.34% for the three months ended June 30, 2025, March 31, 2025, and June 30, 2024, respectively.¹
  - The yield on earning assets of 5.89% for the three months ended June 30, 2025 increased 16 basis points from March 31, 2025 and was unchanged compared to June 30, 2024. The increase in yield in the second quarter of 2025 compared to quarter ended March 31, 2025 was attributable to quarter-over-quarter increases in the yield on both the loan and securities portfolios.
  - The cost of interest-bearing liabilities was 2.88% for the three months ended June 30, 2025, representing a decrease of 5 basis points from March 31, 2025 and a 29 basis points from June 30, 2024. The decrease in the cost of interest-bearing liabilities is primarily the result of the Corporation’s targeted interest-bearing deposit rate decreases in response to the Federal Reserve rate decreases since mid-September 2024.
Total revenue was $118.1 million for the six months ended June 30, 2025 compared to $108.8 million for the six months ended June 30, 2024.
- Net interest income was $100.6 million for the six months ended June 30, 2025 compared to $90.9 million for the six months ended June 30, 2024. When comparing the six months ended June 30, 2025 to the six months ended June 30, 2024, the increase in net interest income of $9.7 million, or 10.65% (21.37% annualized), was due to investment and loan growth.
- Net interest margin was 3.49% and 3.38% for the six months ended June 30, 2025 and June 30, 2024, respectively. Net interest margin on a fully tax-equivalent basis, a non-GAAP measure, was 3.48% and 3.36% for the six months ended June 30, 2025 and June 30, 2024, respectively.¹
  - The yield on earning assets of 5.81% for the six months ended June 30, 2025 decreased 4 basis points from June 30, 2024. The decrease in yield compared to June 30, 2024 was attributable to lower loan yields on variable and floating-rate loans following the three Federal Reserve rate decreases totaling 100 basis points since mid-September 2024.
  - The cost of interest-bearing liabilities of 2.90% for the six months ended June 30, 2025 decreased 20 basis points from June 30, 2024, primarily the result of the Corporation’s targeted interest-bearing deposit rate decreases in response to the Federal Reserve rate decreases since mid-September 2024.
Total non-interest income was $9.0 million for the three months ended June 30, 2025 compared to $8.5 million and $8.9 million for the three months ended March 31, 2025 and June 30, 2024, respectively. The quarter-over-quarter increase was primarily attributable to an increase in wealth and asset management fees, bank owned life insurance revenue (death benefit), and an improvement in unrealized gains on equity securities, partially offset by lower pass-through income from small business investment companies (“SBICs”). The increase year-over-year in non-interest income was primarily due to increases in bank owned life insurance (death benefit) and an improvement in unrealized gains on equity securities, partially offset by lower other charges and fees, coupled with lower pass-through income from SBICs.
Total non-interest income was $17.5 million for the six months ended June 30, 2025 compared to $17.8 million for the six months ended June 30, 2024. This decrease was primarily due to lower other charges and fees, coupled with lower pass-through income from SBICs, partially offset by an increase in unrealized gains on equity securities, bank owned life insurance revenue (death benefit) and card processing and interchange income.

Non-Interest Expense

For the three months ended June 30, 2025 and March 31, 2025 total non-interest expense was $39.6 million and $41.0 million, respectively. Excluding merger costs, total non-interest expense for the three months ended June 30, 2025 was $39.3 million, compared to $39.5 million and $36.0 million for the three months ended March 31, 2025 and June 30, 2024, respectively.¹ Excluding merger costs, the decrease of $249 thousand, or 0.63%, from the three months ended March 31, 2025, was primarily driven by a decrease in salaries and benefits, due to a decrease in staffing levels, coupled with retirement plan contribution accruals. The Corporation tightly managed its core back-office staffing levels in anticipation of the impact of staffing additions from the planned ESSA acquisition. Excluding merger costs, the $3.3 million increase in non-interest expense compared to the three months ended June 30, 2024 was primarily driven by higher salaries and benefits, reflecting increased incentive compensation accruals and retirement plan contribution accruals. Additionally, occupancy expense increased, primarily due to higher rent expense related to three additional full-service office locations, coupled with an increase in card processing and interchange expenses and other non-interest expenses (timing of business development expenses). The increase in card processing and interchange expenses related to the changes made by the Corporation to its cardholder rewards program during the second quarter 2024.
For the six months ended June 30, 2025 total non-interest expense was $80.7 million. Excluding merger costs, total non-interest expense was $78.8 million, compared to $73.4 million for the six months ended June 30, 2024. Excluding merger costs, the increase of $5.4 million, or 7.30%, from the six months ended June 30, 2024, was primarily driven by higher salaries and benefits, reflecting increased base salaries for inflationary annual increases, higher incentive compensation accruals, and increased retirement plan contribution accruals. Additionally, occupancy expense increased, primarily due to higher rent expense related to three additional full-service office locations, coupled with an increase in card processing and interchange expenses and other non-interest expenses (timing of business development expenses).

Income Taxes

Income tax expense for the three months ended June 30, 2025 was $3.3 million, representing a 19.10% effective tax rate, compared to $2.9 million, representing a 19.96% effective tax rate, for the three months ended March 31, 2025, and $3.0 million, representing an 19.03% effective tax rate, for the three months ended June 30, 2024. The effective tax rate for the first and second quarters of 2025 was impacted by non-deductible merger costs of $1.3 million and $357 thousand, respectively. Income tax expense for the six months ended June 30, 2025 was $6.2 million, representing a 19.49% effective tax rate, compared to $5.9 million, representing a 18.70% effective tax rate, for the six months ended June 30, 2025.

Asset Quality

Total nonperforming assets were approximately $30.4 million, or 0.48% of total assets, as of June 30, 2025, compared to $56.1 million, or 0.89% of total assets, as of March 31, 2025, and $36.5 million, or 0.62% of total assets, as of June 30, 2024, as discussed in more detail above.
The allowance for credit losses measured as a percentage of total loans was 1.02% as of June 30, 2025, compared to 1.03% as of as of March 31, 2025, and 1.02% as of June 30, 2024. In addition, the allowance for credit losses as a percentage of nonaccrual loans was 169.52% as of June 30, 2025, compared to 87.57% and 130.88% as of March 31, 2025 and June 30, 2024, respectively. The change in the allowance for credit losses as a percentage of nonaccrual loans was primarily attributable to the levels of nonperforming assets, as discussed in more detail above.
The provision for credit losses was $4.3 million for the three months ended June 30, 2025, compared to $1.6 million and $2.6 million for the three months ended March 31, 2025 and June 30, 2024, respectively. The $2.8 million and $1.7 million increases in the provision expense for the second quarter of 2025 compared to the first quarter of 2025 and second quarter 2024, respectively, were primarily a result of increased net loan charge-offs, as discussed in more detail above, coupled with higher loan portfolio growth. The provision for credit losses was $5.9 million for the six months ended June 30, 2025, compared to $3.9 million for the six months ended June 30, 2024. The $2.0 million increase in the provision expense for the first six months of 2025 compared to the first six months of 2024 was primarily a result of higher loan portfolio growth for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, coupled with increased net loan charge-offs, as discussed above.
As discussed in more detail above, for the three months ended June 30, 2025, net loan charge-offs were $3.3 million, or 0.28% (annualized) of average total loans and loans held for sale, compared to $1.4 million, or 0.13% (annualized) of average total loans and loans held for sale, during the three months ended March 31, 2025, and $2.8 million, or 0.25% (annualized) of average total loans and loans held for sale, during the three months ended June 30, 2024.
For the six months ended June 30, 2025, net loan charge-offs were $4.7 million, or 0.21% (annualized) of average total loans and loans held for sale, compared to $4.1 million, or 0.19% (annualized) of average total loans and loans held for sale, during the six months ended June 30, 2024.

Capital

As of June 30, 2025, the Corporation’s total shareholders’ equity was $637.3 million, representing an increase of $12.8 million, or 2.05% (8.20% annualized), from March 31, 2025, and an increase of $50.6 million, or 8.62%, from June 30, 2024. The changes resulted from an increase in the Corporation’s retained earnings (net income, partially offset by the common and preferred stock dividends paid) and a decrease in accumulated other comprehensive loss primarily from the after-tax impact of temporary unrealized valuation changes in the Corporation’s available-for-sale investment portfolio.
Regulatory capital ratios for the Corporation continue to exceed regulatory “well-capitalized” levels as of June 30, 2025, consistent with prior periods.
As of June 30, 2025, the Corporation’s ratio of common shareholders’ equity to total assets was 9.17% compared to 9.00% at March 31, 2025 and 8.99% at June 30, 2024. As of June 30, 2025 and March 31, 2025, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, was 8.53% and 8.36%, respectively. Excluding merger costs, the Corporation’s ratio of tangible common equity to tangible assets, a non-GAAP measure, as of June 30, 2025 was 8.56% compared to 8.38% at March 31, 2025 and 8.30% at June 30, 2024.¹ The increase in the June 30, 2025 ratio of tangible common equity to tangible assets compared to March 31, 2025 and June 30, 2024 was primarily the result of a decrease in accumulated other comprehensive loss, coupled with an increase in retained earnings, as discussed above.¹

Recent Events

On January 10, 2025, the Corporation announced that the Corporation and CNB Bank entered into a definitive merger agreement (the “Merger Agreement”) with ESSA Bancorp, Inc. (“ESSA”) and ESSA Bank and Trust in an all-stock transaction. Under the terms of the Merger Agreement, each outstanding share of ESSA common stock will be converted into the right to receive 0.8547 shares of the Corporation’s common stock. On June 30, 2025, the Corporation and ESSA announced they have received the requisite bank regulatory approvals and waivers from the Federal Deposit Insurance Corporation, the Pennsylvania Department of Banking and Securities and the Federal Reserve Bank of Philadelphia necessary for CNB to complete its acquisition of ESSA and ESSA Bank & Trust. The transaction is currently expected to close July 23, 2025, subject to customary closing conditions.

About CNB Financial Corporation

CNB Financial Corporation is a financial holding company with consolidated assets of approximately $6.3 billion. CNB Financial Corporation conducts business primarily through its principal subsidiary, CNB Bank. CNB Bank is a full-service bank engaging in a full range of banking activities and services, including trust and wealth management services, for individual, business, governmental, and institutional customers. CNB Bank operations include a private banking division, one loan production office, one drive-up office, one mobile office, and 55 full-service offices in Pennsylvania, Ohio, New York, and Virginia. CNB Bank, headquartered in Clearfield, Pennsylvania, with offices in Central and North Central Pennsylvania, serves as the multi-brand parent to various divisions. These divisions include ERIEBANK, based in Erie, Pennsylvania, with offices in Northwest Pennsylvania and Northeast Ohio; FCBank, based in Worthington, Ohio, with offices in Central Ohio; BankOnBuffalo, based in Buffalo, New York, with offices in Western New York; Ridge View Bank, based in Roanoke, Virginia, with offices in the Southwest Virginia region; and Impressia Bank, a division focused on banking opportunities for women, which operates in CNB Bank’s primary market areas. Additional information about CNB Financial Corporation may be found at www.CNBBank.bank.

Forward-Looking Statements

This press release includes 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, with respect to the Corporation’s financial condition, liquidity, results of operations, future performance and business. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond the Corporation’s control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” The Corporation’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Such known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, include, but are not limited to, (i) adverse changes or conditions in capital and financial markets, including actual or potential stresses in the banking industry; (ii) changes in interest rates; (iii) the credit risks of lending activities, including our ability to estimate credit losses and the allowance for credit losses, as well as the effects of changes in the level of, and trends in, loan delinquencies and write-offs; (iv) effectiveness of our data security controls in the face of cyber attacks and any reputational risks following a cybersecurity incident; (v) changes in general business, industry or economic conditions or competition; (vi) changes in any applicable law, rule, regulation, policy, guideline or practice governing or affecting financial holding companies and their subsidiaries or with respect to tax or accounting principles or otherwise; (vii) adverse economic effects from international trade disputes, including threatened or implemented tariffs imposed by the U.S. and threatened or implemented tariffs imposed by foreign countries in retaliation, or similar events impacting economic activity; (viii) the possibility that CNB and ESSA may be unable to achieve expected synergies and operating efficiencies in the merger within the executed timeframes or at all or to successfully integrate ESSA operations and those of CNB; (ix) higher than expected costs or other difficulties related to integration of combined or merged businesses; (x) the effects of business combinations and other acquisition transactions, including the inability to realize our loan and investment portfolios; (xi) changes in the quality or composition of our loan and investment portfolios; (xii) adequacy of loan loss reserves; (xiii) increased competition; (xiv) loss of certain key officers; (xv) deposit attrition; (xvi) rapidly changing technology; (xvii) unanticipated regulatory or judicial proceedings and liabilities and other costs; (xviii) changes in the cost of funds, demand for loan products or demand for financial services; and (xix) other economic, competitive, governmental or technological factors affecting our operations, markets, products, services and prices. Such developments could have an adverse impact on the Corporation’s financial position and results of operations. For more information about factors that could cause actual results to differ from those discussed in the forward-looking statements, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of and the forward-looking statement disclaimers in the Corporation’s annual and quarterly reports filed with the Securities and Exchange Commission.

The forward-looking statements are based upon management’s beliefs and assumptions and are made as of the date of this press release. Factors or events that could cause the Corporation’s actual results to differ may emerge from time to time, and it is not possible for the Corporation to predict all of them. The Corporation undertakes no obligation to publicly update or revise any forward-looking statements included in this press release or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise, except to the extent required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur and you should not put undue reliance on any forward-looking statements.

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

	Three Months Ended									Six Months Ended
	June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Income Statement
Interest and fees on loans	$	75,408		$	72,379		$	72,142		$	147,787		$	143,655
Interest and dividends on securities and cash and cash equivalents		10,363			10,000			8,510			20,363			14,902
Interest expense		(33,574	)		(33,948	)		(34,935	)		(67,522	)		(67,618	)
Net interest income		52,197			48,431			45,717			100,628			90,939
Provision for credit losses		4,338			1,556			2,591			5,894			3,911
Net interest income after provision for credit losses		47,859			46,875			43,126			94,734			87,028
Non-interest income
Wealth and asset management fees		2,109			1,796			2,007			3,905			3,809
Service charges on deposit accounts		1,656			1,714			1,794			3,370			3,488
Other service charges and fees		427			510			712			937			1,407
Net realized gains on available-for-sale securities		—			—			—			—			—
Net realized and unrealized gains (losses) on equity securities		567			(249	)		(80	)		318			111
Mortgage banking		172			96			187			268			383
Bank owned life insurance		976			760			784			1,736			1,551
Card processing and interchange income		2,278			2,107			2,187			4,385			4,203
Other non-interest income		823			1,773			1,274			2,596			2,868
Total non-interest income		9,008			8,507			8,865			17,515			17,820
Non-interest expenses
Salaries and benefits		19,348			20,564			17,676			39,912			36,463
Net occupancy expense of premises		4,032			4,038			3,580			8,070			7,220
Technology expense		5,462			5,378			5,573			10,840			10,645
Advertising expense		556			514			553			1,070			1,238
State and local taxes		1,301			1,292			1,237			2,593			2,380
Legal, professional, and examination fees		997			849			1,119			1,846			2,291
FDIC insurance premiums		937			985			1,018			1,922			2,008
Card processing and interchange expenses		1,253			1,160			878			2,413			2,057
Merger costs		357			1,529			—			1,886			—
Other non-interest expense		5,374			4,729			4,355			10,103			9,111
Total non-interest expenses		39,617			41,038			35,989			80,655			73,413
Income before income taxes		17,250			14,344			16,002			31,594			31,435
Income tax expense		3,294			2,863			3,045			6,157			5,878
Net income		13,956			11,481			12,957			25,437			25,557
Preferred stock dividends		1,075			1,075			1,075			2,150			2,150
Net income available to common shareholders	$	12,881		$	10,406		$	11,882		$	23,287		$	23,407

Ending shares outstanding		21,119,894			20,980,245			20,998,117			21,119,894			20,980,245
Average diluted common shares outstanding		20,952,891			20,925,388			20,893,396			20,939,424			20,890,203
Diluted earnings per common share	$	0.61		$	0.50		$	0.56		$	1.10		$	1.11
Adjusted diluted earnings per common share, net of merger costs (non-GAAP)⁽¹⁾	$	0.63		$	0.57		$	0.56		$	1.19		$	1.11
Cash dividends per common share	$	0.180		$	0.180		$	0.175		$	0.360		$	0.350
Dividend payout ratio		30	%		36	%		31	%		33	%		32	%
Adjusted dividend payout ratio, net of merger costs (non-GAAP)⁽¹⁾		29	%		32	%		31	%		30	%		32	%

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

	Three Months Ended									Six Months Ended
	June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Average Balances
Total loans and loans held for sale	$	4,668,051		$	4,591,395		$	4,441,633		$	4,629,956		$	4,435,246
Investment securities		803,082			798,427			734,087			800,722			732,710
Total earning assets		5,817,121			5,803,526			5,465,645			5,810,364			5,407,954
Total assets		6,235,036			6,220,575			5,854,978			6,227,901			5,792,485
Noninterest-bearing deposits		829,328			814,441			761,270			821,927			749,124
Interest-bearing deposits		4,558,732			4,574,700			4,321,678			4,566,673			4,275,406
Shareholders’ equity		633,848			619,409			583,221			626,739			579,991
Tangible common shareholders’ equity (non-GAAP)⁽¹⁾		532,005			517,550			481,309			524,888			478,069

Average Yields (annualized)
Total loans and loans held for sale		6.50	%		6.41	%		6.55	%		6.46	%		6.53	%
Investment securities		2.83	%		2.75	%		2.14	%		2.79	%		2.08	%
Total earning assets		5.89	%		5.73	%		5.89	%		5.81	%		5.85	%
Interest-bearing deposits		2.84	%		2.89	%		3.15	%		2.87	%		3.07	%
Interest-bearing liabilities		2.88	%		2.93	%		3.17	%		2.90	%		3.10	%

Performance Ratios (annualized)
Return on average assets		0.90	%		0.75	%		0.89	%		0.82	%		0.89	%
Adjusted return on average assets, net of merger costs (non-GAAP)⁽¹⁾		0.92	%		0.85	%		0.89	%		0.88	%		0.89	%
Return on average equity		8.83	%		7.52	%		8.94	%		8.18	%		8.86	%
Adjusted return on average equity, net of merger costs (non-GAAP)⁽¹⁾		9.06	%		8.49	%		8.94	%		8.78	%		8.86	%
Return on average tangible common equity (non-GAAP)⁽¹⁾		9.71	%		8.15	%		9.93	%		8.95	%		9.85	%
Adjusted return on average tangible common equity (non-GAAP)⁽¹⁾		9.98	%		9.32	%		9.93	%		9.66	%		9.85	%
Net interest margin, fully tax equivalent basis (non-GAAP)⁽¹⁾		3.59	%		3.37	%		3.34	%		3.48	%		3.36	%
Efficiency ratio, fully tax equivalent basis (non-GAAP)⁽¹⁾		64.08	%		71.28	%		65.20	%		67.55	%		66.74	%
Adjusted efficiency ratio, fully tax equivalent basis (non-GAAP)⁽¹⁾		63.50	%		68.62	%		65.20	%		65.97	%		66.74	%

Net Loan Charge-Offs
CNB Bank net loan charge-offs	$	2,848		$	926		$	2,348		$	3,774		$	3,226
Holiday Financial net loan charge-offs		455			513			456			968			922
Total Corporation net loan charge-offs	$	3,303		$	1,439		$	2,804		$	4,742		$	4,148
Annualized net loan charge-offs / average total loans and loans held for sale		0.28	%		0.13	%		0.25	%		0.21	%		0.19	%

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

	June 30, 2025			March 31, 2025			June 30, 2024
Ending Balance Sheet
Cash and due from banks	$	88,721		$	68,745		$	56,031
Interest-bearing deposits with Federal Reserve		332,214			447,053			271,943
Interest-bearing deposits with other financial institutions		4,476			4,359			3,171
Total cash and cash equivalents		425,411			520,157			331,145
Debt securities available-for-sale, at fair value		523,198			516,412			359,900
Debt securities held-to-maturity, at amortized cost		270,032			282,159			354,569
Equity securities		10,937			10,293			9,654
Loans held for sale		833			860			642
Loans receivable
Syndicated loans		78,936			69,189			53,938
Loans		4,654,484			4,540,820			4,425,754
Total loans receivable		4,733,420			4,610,009			4,479,692
Less: allowance for credit losses		(48,329	)		(47,357	)		(45,532	)
Net loans receivable		4,685,091			4,562,652			4,434,160
Goodwill and other intangibles		43,874			43,874			43,874
Core deposit intangible		173			190			241
Other assets		358,928			358,911			352,386
Total Assets	$	6,318,477		$	6,295,508		$	5,886,571

Noninterest-bearing demand deposits	$	855,788		$	842,398		$	762,918
Interest-bearing demand deposits		698,902			719,460			693,074
Savings		3,162,515			3,160,618			3,140,505
Certificates of deposit		749,877			737,602			514,348
Total deposits		5,467,082			5,460,078			5,110,845
Subordinated debentures		20,620			20,620			20,620
Subordinated notes, net of issuance costs		84,722			84,646			84,419
Other liabilities		108,772			105,656			83,987
Total liabilities		5,681,196			5,671,000			5,299,871
Common stock		—			—			—
Preferred stock		57,785			57,785			57,785
Additional paid in capital		218,375			220,254			218,756
Retained earnings		397,004			387,925			361,987
Treasury stock		(2,420	)		(4,944	)		(4,438	)
Accumulated other comprehensive loss		(33,463	)		(36,512	)		(47,390	)
Total shareholders’ equity		637,281			624,508			586,700
Total liabilities and shareholders’ equity	$	6,318,477		$	6,295,508		$	5,886,571

Book value per common share	$	27.44		$	27.01		$	25.19
Adjusted book value per common share (non-GAAP)⁽¹⁾	$	27.53		$	27.08		$	25.19
Tangible book value per common share (non-GAAP)⁽¹⁾	$	25.35		$	24.91		$	23.09
Adjusted tangible book value per common share (non-GAAP)⁽¹⁾	$	25.44		$	24.98		$	23.09

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

	June 30, 2025			March 31, 2025			June 30, 2024
Capital Ratios
Tangible common equity / tangible assets (non-GAAP)⁽¹⁾		8.53	%		8.36	%		8.30	%
Adjusted tangible common equity / tangible assets (non-GAAP)⁽¹⁾		8.56	%		8.38	%		8.30	%
Tier 1 leverage ratio⁽²⁾		10.42	%		10.27	%		10.56	%
Common equity tier 1 ratio⁽²⁾		11.78	%		11.85	%		11.71	%
Tier 1 risk-based ratio⁽²⁾		13.38	%		13.50	%		13.41	%
Total risk-based ratio⁽²⁾		16.14	%		16.30	%		16.20	%

Asset Quality Detail
Nonaccrual loans	$	28,509		$	54,079		$	34,788
Loans 90+ days past due and accruing		256			308			112
Total nonperforming loans		28,765			54,387			34,900
Other real estate owned		1,624			1,664			1,641
Total nonperforming assets	$	30,389		$	56,051		$	36,541

Asset Quality Ratios
Nonperforming assets / Total loans + OREO		0.64	%		1.22	%		0.82	%
Nonperforming assets / Total assets		0.48	%		0.89	%		0.62	%
Ratio of allowance for credit losses on loans to nonaccrual loans		169.52	%		87.57	%		130.88	%
Allowance for credit losses / Total loans		1.02	%		1.03	%		1.02	%


Consolidated Financial Data Notes:
⁽¹⁾Management uses non-GAAP financial information in its analysis of the Corporation’s performance. Management believes that these non-GAAP measures provide a greater understanding of ongoing operations, enhance comparability of results of operations with prior periods and show the effects of significant gains and charges in the periods presented. The Corporation’s management believes that investors may use these non-GAAP measures to analyze the Corporation’s financial performance without the impact of unusual items or events that may obscure trends in the Corporation’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. Limitations associated with non-GAAP financial measures include the risks that persons might disagree as to the appropriateness of items included in these measures and that different companies might calculate these measures differently. A reconciliation of these non-GAAP financial measures is provided below (dollars in thousands, except per share data).
⁽²⁾ Capital ratios as of June 30, 2025 are estimated pending final regulatory filings.

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

	Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
	Three Months Ended,
	June 30, 2025							March 31, 2025							June 30, 2024
	Average Balance			Annual Rate		Interest Inc./Exp.		Average Balance			Annual Rate		Interest Inc./Exp.		Average Balance			Annual Rate		Interest Inc./Exp.
ASSETS:
Securities:
Taxable^{(1) (4)}	$	771,152		2.82	%	$	5,696	$	765,654		2.73	%	$	5,461	$	702,036		2.09	%	$	3,941
Tax-exempt^{(1) (2) (4)}		24,260		2.64			174		25,345		2.69			181		25,088		2.59			178
Equity securities^{(1) (2)}		7,670		5.44			104		7,428		5.84			107		6,963		5.72			99
Total securities⁽⁴⁾		803,082		2.83			5,974		798,427		2.75			5,749		734,087		2.14			4,218
Loans receivable:
Commercial^{(2) (3)}		1,473,560		6.71			24,664		1,466,323		6.74			24,369		1,416,476		6.85			24,133
Commercial & residential mortgages and loans held for sale^{(2) (3)}		3,068,519		6.18			47,295		3,001,317		6.02			44,572		2,897,473		6.15			44,331
Consumer⁽³⁾		125,972		11.72			3,681		123,755		12.01			3,665		127,684		12.17			3,863
Total loans receivable⁽³⁾		4,668,051		6.50			75,640		4,591,395		6.41			72,606		4,441,633		6.55			72,327
Interest-bearing deposits with the Federal Reserve and other financial institutions		345,988		5.13			4,422		413,704		4.20			4,284		289,925		5.99			4,321
Total earning assets		5,817,121		5.89		$	86,036		5,803,526		5.73		$	82,639		5,465,645		5.89		$	80,866
Noninterest-bearing assets:
Cash and due from banks		58,530							58,152							53,710
Premises and equipment		129,093							129,188							112,386
Other assets		277,241							277,051							268,930
Allowance for credit losses		(46,949	)						(47,342	)						(45,693	)
Total non interest-bearing assets		417,915							417,049							389,333
TOTAL ASSETS	$	6,235,036						$	6,220,575						$	5,854,978
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Demand—interest-bearing	$	707,932		0.97	%	$	1,719	$	704,874		0.88	%	$	1,527	$	713,431		0.76	%	$	1,342
Savings		3,107,520		3.01			23,286		3,131,697		3.09			23,840		3,097,598		3.57			27,464
Time		743,280		3.92			7,271		738,129		3.99			7,267		510,649		3.93			4,988
Total interest-bearing deposits		4,558,732		2.84			32,276		4,574,700		2.89			32,634		4,321,678		3.15			33,794
Short-term borrowings		—		—			—		—		—			—		—		0.00			—
Finance lease liabilities		16,861		5.28			222		15,143		6.32			236		259		4.66			3
Subordinated notes and debentures		105,304		4.10			1,076		105,228		4.15			1,078		105,001		4.36			1,138
Total interest-bearing liabilities		4,680,897		2.88		$	33,574		4,695,071		2.93		$	33,948		4,426,938		3.17		$	34,935
Demand—noninterest-bearing		829,328							814,441							761,270
Other liabilities		90,963							91,654							83,549
Total Liabilities		5,601,188							5,601,166							5,271,757
Shareholders’ equity		633,848							619,409							583,221
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	6,235,036						$	6,220,575						$	5,854,978
Interest income/Earning assets				5.89	%	$	86,036				5.73	%	$	82,639				5.89	%	$	80,866
Interest expense/Interest-bearing liabilities				2.88			33,574				2.93			33,948				3.17			34,935
Net interest spread				3.01	%	$	52,462				2.80	%	$	48,691				2.72	%	$	45,931
Interest income/Earning assets				5.89	%		86,036				5.73	%		82,639				5.89	%		80,866
Interest expense/Earning assets				2.30			33,574				2.36			33,948				2.55			34,935
Net interest margin (fully tax-equivalent)				3.59	%	$	52,462				3.37	%	$	48,691				3.34	%	$	45,931

⁽¹	⁾	Includes unamortized discounts and premiums.
⁽²	⁾	Average yields are stated on a fully taxable equivalent basis (calculated using statutory rates of 21%) resulting from tax-free municipal securities in the investment portfolio and tax-free municipal loans in the commercial loan portfolio. The taxable equivalent adjustment to net interest income for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024 was $265 thousand, $260 thousand and $214 thousand, respectively.
⁽³	⁾	Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consist of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees, including PPP deferred processing fees.
⁽⁴	⁾	Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024 was $(42.6) million, $(48.1) million and $(59.2) million, respectively.

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

	Average Balances, Income and Interest Rates on a Taxable Equivalent Basis
	Six Months Ended,
	June 30, 2025							June 30, 2024
	Average Balance			Annual Rate		Interest Inc./Exp.		Average Balance			Annual Rate		Interest Inc./Exp.
ASSETS:
Securities:
Taxable^{(1) (4)}	$	768,379		2.77	%	$	11,157	$	699,431		2.02	%	$	7,592
Tax-exempt^{(1) (2) (4)}		24,800		2.66			354		26,415		2.59			369
Equity securities^{(1) (2)}		7,543		5.64			211		6,864		5.68			194
Total securities⁽⁴⁾		800,722		2.79			11,722		732,710		2.08			8,155
Loans receivable:
Commercial^{(2) (3)}		1,469,962		6.73			49,033		1,423,097		6.88			48,652
Commercial & residential mortgages and loans held for sale^{(2) (3)}		3,035,103		6.10			91,868		2,883,824		6.12			87,734
Consumer⁽³⁾		124,891		11.86			7,346		128,325		11.97			7,641
Total loans receivable⁽³⁾		4,629,956		6.46			148,247		4,435,246		6.53			144,027
Interest-bearing deposits with the Federal Reserve and other financial institutions		379,686		4.62			8,706		239,998		5.70			6,806
Total earning assets		5,810,364		5.81		$	168,675		5,407,954		5.85		$	158,988
Noninterest-bearing assets:
Cash and due from banks		58,337							53,611
Premises and equipment		129,141							111,199
Other assets		277,203							265,453
Allowance for credit losses		(47,144	)						(45,732	)
Total non interest-bearing assets		417,537							384,531
TOTAL ASSETS	$	6,227,901						$	5,792,485
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Demand—interest-bearing	$	706,412		0.93	%	$	3,246	$	726,681		0.70	%	$	2,537
Savings		3,119,542		3.05			47,126		3,031,438		3.52			53,075
Time		740,719		3.96			14,538		517,287		3.78			9,730
Total interest-bearing deposits		4,566,673		2.87			64,910		4,275,406		3.07			65,342
Short-term borrowings		—		—			—		—		—			—
Finance lease liabilities		16,005		5.77			458		271		4.45			6
Subordinated notes and debentures		105,266		4.13			2,154		104,963		4.35			2,270
Total interest-bearing liabilities		4,687,944		2.90		$	67,522		4,380,640		3.10		$	67,618
Demand—noninterest-bearing		821,927							749,124
Other liabilities		91,291							82,730
Total Liabilities		5,601,162							5,212,494
Shareholders’ equity		626,739							579,991
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	6,227,901						$	5,792,485
Interest income/Earning assets				5.81	%	$	168,675				5.85	%	$	158,988
Interest expense/Interest-bearing liabilities				2.90			67,522				3.10			67,618
Net interest spread				2.91	%	$	101,153				2.75	%	$	91,370
Interest income/Earning assets				5.81	%		168,675				5.85	%		158,988
Interest expense/Earning assets				2.33			67,522				2.49			67,618
Net interest margin (fully tax-equivalent)				3.48	%	$	101,153				3.36	%	$	91,370

⁽¹	⁾	Includes unamortized discounts and premiums.
⁽²	⁾	Average yields are stated on a fully taxable equivalent basis (calculated using statutory rates of 21%) resulting from tax-free municipal securities in the investment portfolio and tax-free municipal loans in the commercial loan portfolio. The taxable equivalent adjustment to net interest income for the six months ended June 30, 2025 and 2024, was $525 thousand and $431 thousand, respectively.
⁽³	⁾	Average loans receivable outstanding includes the average balance outstanding of all nonaccrual loans. Loans receivable consist of the average of total loans receivable less average unearned income. In addition, loans receivable interest income consists of loans receivable fees, including PPP deferred processing fees.
⁽⁴	⁾	Average balance is computed using the fair value of AFS securities and amortized cost of HTM securities. Average yield has been computed using amortized cost average balance for AFS and HTM securities. The adjustment to the average balance for securities in the calculation of average yield for the six months ended June 30, 2025 and 2024 was $(45.3) million and $(57.2) million, respectively.

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

	Three Months Ended									Six Months Ended
	June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Calculation of merger costs, net of tax (non-GAAP):
Merger costs – non deductible	$	357		$	1,327		$	—		$	1,684		$	—

Merger costs – deductible		—			202			—			202			—
Statutory federal tax rate		21	%		21	%		21	%		21	%		21	%
Tax benefit of merger costs (non-GAAP)		—			42			—			42			—
Merger costs – deductible, net of tax		—			160			—			160			—

Merger costs, net of tax (non-GAAP)	$	357		$	1,487		$	—		$	1,844		$	—

	Three Months Ended						Six Months Ended
	June 30, 2025		March 31, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Calculation of net income available to common (GAAP):
Net income	$	13,956	$	11,481	$	12,957	$	25,437	$	25,557
Less: preferred stock dividends		1,075		1,075		1,075		2,150		2,150
Net income available to common shareholders	$	12,881	$	10,406	$	11,882	$	23,287	$	23,407

Adjusted calculation of net income available to common (non-GAAP):
Net income available to common shareholders	$	12,881	$	10,406	$	11,882	$	23,287	$	23,407
Add: Merger costs, net of tax (non-GAAP)		357		1,487		—		1,844		—
Adjusted net income available to common shareholders (non-GAAP)	$	13,238	$	11,893	$	11,882	$	25,131	$	23,407

	Three Months Ended						Six Months Ended
	June 30, 2025		March 31, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Calculation of PPNR (non-GAAP):⁽¹⁾
Net interest income	$	52,197	$	48,431	$	45,717	$	100,628	$	90,939
Add: Non-interest income		9,008		8,507		8,865		17,515		17,820
Less: Non-interest expense		39,617		41,038		35,989		80,655		73,413
PPNR (non-GAAP)	$	21,588	$	15,900	$	18,593	$	37,488	$	35,346

Adjusted calculation of PPNR (non-GAAP):⁽¹⁾
Net interest income	$	52,197	$	48,431	$	45,717	$	100,628	$	90,939
Add: Non-interest income		9,008		8,507		8,865		17,515		17,820
Less: Non-interest expense		39,617		41,038		35,989		80,655		73,413
Add: Merger costs		357		1,529		—		1,886		—
Adjusted PPNR (non-GAAP)	$	21,945	$	17,429	$	18,593	$	39,374	$	35,346

⁽¹⁾Management believes that this is an important metric as it illustrates the underlying performance of the Corporation, it enables investors and others to assess the Corporation’s ability to generate capital to cover credit losses through the credit cycle and provides consistent reporting with a key metric used by bank regulatory agencies.

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

	Three Months Ended						Six Months Ended
	June 30, 2025		March 31, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Basic earnings per common share computation:
Net income available to common shareholders	$	12,881	$	10,406	$	11,882	$	23,287	$	23,407
Less: net income available to common shareholders allocated to participating securities		120		57		101		199		192
Net income available to common shareholders allocated to common stock	$	12,761	$	10,349	$	11,781	$	23,088	$	23,215

Weighted average common shares outstanding, including shares considered participating securities		21,053		20,981		21,005		21,018		20,992
Less: Average participating securities		172		114		174		144		165
Weighted average shares		20,881		20,867		20,831		20,874		20,827
Basic earnings per common share	$	0.61	$	0.50	$	0.57	$	1.11	$	1.12

Diluted earnings per common share computation:
Net income available to common shareholders allocated to common stock	$	12,761	$	10,349	$	11,781	$	23,088	$	23,215

Weighted average common shares outstanding for basic earnings per common share		20,881		20,867		20,831		20,874		20,827
Add: Dilutive effect of stock compensation		72		58		62		65		63
Weighted average shares and dilutive potential common shares		20,953		20,925		20,893		20,939		20,890
Diluted earnings per common share	$	0.61	$	0.50	$	0.56	$	1.10	$	1.11

Adjusted basic earnings per common share computation (non-GAAP):
Net income available to common shareholders	$	12,881	$	10,406	$	11,882	$	23,287	$	23,407
Add: Merger costs, net of tax (non-GAAP)		357		1,487		—		1,844		—
Less: net income available to common shareholders allocated to participating securities		120		57		101		199		192
Less: Adjustment to net income available to common shareholders allocated to participating securities for merger cost impact, net of tax (non-GAAP)		3		8		—		12		—
Adjusted net income available to common shareholders allocated to common stock (non-GAAP)	$	13,115	$	11,828	$	11,781	$	24,920	$	23,215

Weighted average common shares outstanding, including shares considered participating securities		21,053		20,981		21,005		21,018		20,992
Less: Average participating securities		172		114		174		144		165
Weighted average shares		20,881		20,867		20,831		20,874		20,827
Adjusted basic earnings per common share (non-GAAP)	$	0.63	$	0.57	$	0.57	$	1.19	$	1.12

Adjusted diluted earnings per common share computation (non-GAAP):
Adjusted net income available to common shareholders allocated to common stock (non-GAAP)	$	13,115	$	11,828	$	11,781	$	24,920	$	23,215

Weighted average common shares outstanding for basic earnings per common share		20,881		20,867		20,831		20,874		20,827
Add: Dilutive effect of stock compensation		72		58		62		65		63
Weighted average shares and dilutive potential common shares		20,953		20,925		20,893		20,939		20,890
Adjusted diluted earnings per common share (non-GAAP)	$	0.63	$	0.57	$	0.56	$	1.19	$	1.11

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

	Three Months Ended									Six Months Ended
	June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Calculation of dividend payout ratio:
Cash dividends per common share	$	0.180		$	0.180		$	0.175		$	0.360		$	0.350
Diluted earnings per common share		0.61			0.50			0.56			1.10			1.11
Dividend payout ratio		30	%		36	%		31	%		33	%		32	%

Adjusted calculation of dividend payout ratio (non-GAAP):
Cash dividends per common share	$	0.180		$	0.180		$	0.175		$	0.360		$	0.350
Adjusted diluted earnings per common share (non-GAAP)		0.63			0.57			0.56			1.19			1.11
Adjusted dividend payout ratio (non-GAAP)		29	%		32	%		31	%		30	%		32	%

	Three Months Ended									Six Months Ended
	June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Calculation of net interest margin:
Interest income	$	85,771		$	82,379		$	80,652		$	168,150		$	158,557
Interest expense		33,574			33,948			34,935			67,522			67,618
Net interest income	$	52,197		$	48,431		$	45,717		$	100,628		$	90,939

Average total earning assets	$	5,817,121		$	5,803,526		$	5,465,645		$	5,810,364		$	5,407,954

Net interest margin (GAAP) (annualized)		3.60	%		3.38	%		3.36	%		3.49	%		3.38	%

Calculation of net interest margin (fully tax equivalent basis) (non-GAAP):
Interest income	$	85,771		$	82,379		$	80,652		$	168,150		$	158,557
Tax equivalent adjustment (non-GAAP)		265			260			214			525			431
Adjusted interest income (fully tax equivalent basis) (non-GAAP)		86,036			82,639			80,866			168,675			158,988
Interest expense		33,574			33,948			34,935			67,522			67,618
Net interest income (fully tax equivalent basis) (non-GAAP)	$	52,462		$	48,691		$	45,931		$	101,153		$	91,370

Average total earning assets	$	5,817,121		$	5,803,526		$	5,465,645		$	5,810,364		$	5,407,954
Less: average mark to market adjustment on investments (non-GAAP)		(42,592	)		(48,070	)		(59,225	)		(45,317	)		(57,186	)
Adjusted average total earning assets, net of mark to market (non-GAAP)	$	5,859,713		$	5,851,596		$	5,524,870		$	5,855,681		$	5,465,140

Net interest margin, fully tax equivalent basis (non-GAAP) (annualized)		3.59	%		3.37	%		3.34	%		3.48	%		3.36	%

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

	June 30, 2025			March 31, 2025			June 30, 2024
Calculation of tangible book value per common share and tangible common equity / tangible assets (non-GAAP):
Shareholders’ equity	$	637,281		$	624,508		$	586,700
Less: preferred equity		57,785			57,785			57,785
Common shareholders’ equity		579,496			566,723			528,915
Less: goodwill and other intangibles		43,874			43,874			43,874
Less: core deposit intangible		173			190			241
Tangible common equity (non-GAAP)	$	535,449		$	522,659		$	484,800

Total assets	$	6,318,477		$	6,295,508		$	5,886,571
Less: goodwill and other intangibles		43,874			43,874			43,874
Less: core deposit intangible		173			190			241
Tangible assets (non-GAAP)	$	6,274,430		$	6,251,444		$	5,842,456

Ending shares outstanding		21,119,894			20,980,245			20,998,117

Book value per common share (GAAP)	$	27.44		$	27.01		$	25.19
Tangible book value per common share (non-GAAP)	$	25.35		$	24.91		$	23.09

Common shareholders’ equity / Total assets (GAAP)		9.17	%		9.00	%		8.99	%
Tangible common equity / Tangible assets (non-GAAP)		8.53	%		8.36	%		8.30	%

Adjusted calculation of book value per common share (non-GAAP):
Common shareholders’ equity	$	579,496		$	566,723		$	528,915
Add: Merger costs, net of tax (non-GAAP)		1,844			1,487			—
Adjusted common shareholders’ equity (non-GAAP)	$	581,340		$	568,210		$	528,915

Ending shares outstanding		21,119,894			20,980,245			20,998,117

Adjusted book value per common share (non-GAAP)	$	27.53		$	27.08		$	25.19

Adjusted calculation of tangible book value per common share (non-GAAP):
Tangible common equity (non-GAAP)	$	535,449		$	522,659		$	484,800
Add: Merger costs, net of tax (non-GAAP)		1,844			1,487			—
Adjusted tangible common equity (non-GAAP)	$	537,293		$	524,146		$	484,800

Ending shares outstanding		21,119,894			20,980,245			20,998,117

Adjusted tangible book value per common share (non-GAAP)	$	25.44		$	24.98		$	23.09

Adjusted calculation of tangible common equity / tangible assets (non-GAAP):
Adjusted common shareholders’ equity (non-GAAP)	$	537,293		$	524,146		$	484,800

Tangible assets (non-GAAP)	$	6,274,430		$	6,251,444		$	5,842,456
Add: Merger costs (non-GAAP)		1,886			1,529			—
Adjusted tangible assets (non-GAAP)	$	6,276,316		$	6,252,973		$	5,842,456

Adjusted tangible common equity / Adjusted tangible assets (non-GAAP)		8.56	%		8.38	%		8.30	%

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

	Three Months Ended									Six Months Ended
	June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Calculation of efficiency ratio:
Non-interest expense	$	39,617		$	41,038		$	35,989		$	80,655		$	73,413

Non-interest income	$	9,008		$	8,507		$	8,865		$	17,515		$	17,820
Net interest income		52,197			48,431			45,717			100,628			90,939
Total revenue	$	61,205		$	56,938		$	54,582		$	118,143		$	108,759
Efficiency ratio		64.73	%		72.07	%		65.94	%		68.27	%		67.50	%

Calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):
Non-interest expense	$	39,617		$	41,038		$	35,989		$	80,655		$	73,413
Less: core deposit intangible amortization		16			17			19			33			39
Adjusted non-interest expense (non-GAAP)	$	39,601		$	41,021		$	35,970		$	80,622		$	73,374

Non-interest income	$	9,008		$	8,507		$	8,865		$	17,515		$	17,820

Net interest income	$	52,197		$	48,431		$	45,717		$	100,628		$	90,939
Less: tax exempt investment and loan income, net of TEFRA (non-GAAP)		1,451			1,464			1,318			2,915			2,655
Add: tax exempt investment and loan income (fully tax equivalent basis) (non-GAAP)		2,046			2,076			1,902			4,122			3,834
Adjusted net interest income (fully tax equivalent basis) (non-GAAP)		52,792			49,043			46,301			101,835			92,118
Adjusted net revenue (fully tax equivalent basis) (non-GAAP)	$	61,800		$	57,550		$	55,166		$	119,350		$	109,938

Efficiency ratio (fully tax equivalent basis) (non-GAAP)		64.08	%		71.28	%		65.20	%		67.55	%		66.74	%

Adjusted calculation of efficiency ratio (fully tax equivalent basis) (non-GAAP):
Adjusted non-interest expense (non-GAAP)	$	39,601		$	41,021		$	35,970		$	80,622		$	73,374
Less: Merger costs (non-GAAP)		357			1,529			—			1,886			—
Adjusted non-interest expense (non-GAAP)	$	39,244		$	39,492		$	35,970		$	78,736		$	73,374

Adjusted net revenue (fully tax equivalent basis) (non-GAAP)	$	61,800		$	57,550		$	55,166		$	119,350		$	109,938

Adjusted efficiency ratio (fully tax equivalent basis) (non-GAAP)		63.50	%		68.62	%		65.20	%		65.97	%		66.74	%

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

	Three Months Ended									Six Months Ended
	June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Calculation of return on average assets:
Net income	$	13,956		$	11,481		$	12,957		$	25,437		$	25,557
Average total assets	$	6,235,036		$	6,220,575		$	5,854,978		$	6,227,901		$	5,792,485

Return on average assets (GAAP) (annualized)		0.90	%		0.75	%		0.89	%		0.82	%		0.89	%

Adjusted calculation of return on average assets (non-GAAP):
Net income	$	13,956		$	11,481		$	12,957		$	25,437		$	25,557
Add: Merger costs, net of tax (non-GAAP)		357			1,487			—			1,844			—
Adjusted net income	$	14,313		$	12,968		$	12,957		$	27,281		$	25,557
Average total assets	$	6,235,036		$	6,220,575		$	5,854,978		$	6,227,901		$	5,792,485

Adjusted return on average assets (non-GAAP) (annualized)		0.92	%		0.85	%		0.89	%		0.88	%		0.89	%

	June 30, 2025		March 31, 2025		June 30, 2024
Calculation of total deposits
Total deposits	$	5,467,082	$	5,460,078	$	5,110,845

Adjusted calculation of total deposits (non-GAAP):
Total deposits	$	5,467,082	$	5,460,078	$	5,110,845
Add: High cost municipal deposits		77,690		—		—
Adjusted total deposits (non-GAAP)	$	5,544,772	$	5,460,078	$	5,110,845

CNB FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL DATA
Unaudited
(dollars in thousands, except per share data)

Reconciliation of Non-GAAP Financial Measures

	Three Months Ended									Six Months Ended
	June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Calculation of return on average tangible common equity (non-GAAP):
Net income	$	13,956		$	11,481		$	12,957		$	25,437		$	25,557
Less: preferred stock dividends		1,075			1,075			1,075			2,150			2,150
Net income available to common shareholders	$	12,881		$	10,406		$	11,882		$	23,287		$	23,407

Average shareholders’ equity	$	633,848		$	619,409		$	583,221		$	626,739		$	579,991
Less: average goodwill & intangibles		44,058			44,074			44,127			44,066			44,137
Less: average preferred equity		57,785			57,785			57,785			57,785			57,785
Average tangible common shareholders’ equity (non-GAAP)	$	532,005		$	517,550		$	481,309		$	524,888		$	478,069

Return on average equity (GAAP) (annualized)		8.83	%		7.52	%		8.94	%		8.18	%		8.86	%
Return on average common equity (GAAP) (annualized)		8.97	%		7.51	%		9.10	%		8.25	%		9.01	%
Return on average tangible common equity (non-GAAP) (annualized)		9.71	%		8.15	%		9.93	%		8.95	%		9.85	%

Adjusted calculation of return on average equity (non-GAAP):
Net income	$	13,956		$	11,481		$	12,957		$	25,437		$	25,557
Add: Merger costs, net of tax (non-GAAP)		357			1,487			—			1,844			—
Adjusted net income (non-GAAP)	$	14,313		$	12,968		$	12,957		$	27,281		$	25,557

Average shareholders’ equity	$	633,848		$	619,409		$	583,221		$	626,739		$	579,991

Adjusted return on average equity (non-GAAP) (annualized)		9.06	%		8.49	%		8.94	%		8.78	%		8.86	%

Adjusted calculation of return on average tangible common equity (non-GAAP):
Net income available to common shareholders	$	12,881		$	10,406		$	11,882		$	23,287		$	23,407
Add: Merger costs, net of tax (non-GAAP)		357			1,487			—			1,844			—
Adjusted net income available to common shareholders	$	13,238		$	11,893		$	11,882		$	25,131		$	23,407

Average tangible common shareholders’ equity (non-GAAP)	$	532,005		$	517,550		$	481,309		$	524,888		$	478,069

Adjusted return on average tangible common equity (non-GAAP) (annualized)		9.98	%		9.32	%		9.93	%		9.66	%		9.85	%

MIL-OSI: Western New England Bancorp, Inc. Reports Results for Three and Six Months Ended June 30, 2025 and Declares Quarterly Cash Dividend

Source: GlobeNewswire (MIL-OSI)

WESTFIELD, Mass., July 22, 2025 (GLOBE NEWSWIRE) — Western New England Bancorp, Inc. (the “Company” or “WNEB”) (NasdaqGS: WNEB), the holding company for Westfield Bank (the “Bank”), announced today the unaudited results of operations for the three and six months ended June 30, 2025. For the three months ended June 30, 2025, the Company reported net income of $4.6 million, or $0.23 per diluted share, compared to net income of $3.5 million, or $0.17 per diluted share, for the three months ended June 30, 2024. On a linked quarter basis, net income was $4.6 million, or $0.23 per diluted share, as compared to net income of $2.3 million, or $0.11 per diluted share, for the three months ended March 31, 2025. For the six months ended June 30, 2025, net income was $6.9 million, or $0.34 per diluted share, compared to net income of $6.5 million, or $0.31 per diluted share, for the six months ended June 30, 2024.

The Company also announced that its Board of Directors declared a quarterly cash dividend of $0.07 per share on the Company’s common stock. The dividend will be payable on or about August 20, 2025 to shareholders of record on August 6, 2025.

James C. Hagan, President and Chief Executive Officer, commented, “We are pleased to report solid earnings for the second quarter of 2025, along with strong overall loan growth and core deposit growth. Core deposits increased $81.4 million, or 5.2%, since year-end, which will be beneficial as we continue to lower deposit costs and reduce our reliance on time deposits. We are also pleased to report that our commercial and industrial loan portfolio increased $22.8 million, or 10.8%, during the six months ended June 30, 2025, and our residential real estate portfolio increased $29.7 million, or 3.8%, during the same period. Growth in commercial and industrial loans is a strategic priority for the Company as we remain focused on meeting the needs of our business and commercial customers.

We believe our balance sheet structure will continue to have a positive impact on earnings in the current interest rate environment. Net interest income increased $2.1 million, or 13.6%, from the three months ended March 31, 2025 to the three months ended June 30, 2025, while the net interest margin increased 31 basis points from 2.49% to 2.80% during the same period. Our loan growth and disciplined approach to managing funding costs have allowed us to expand our net interest margin as we continue to decrease the cost of interest-bearing liabilities and our reliance on time deposits. Our asset quality remains solid, with nonperforming assets to total assets of 0.21%, and total delinquency as a percentage of total loans of 0.18%.”

Hagan concluded, “Our capital position continues to remain strong, and the Company is considered to be well-capitalized as defined by the regulators. We remain disciplined in our capital management strategies and during the six months ended June 30, 2025, we repurchased 497,318 shares of common stock with an average price per share of $9.31. We continue to believe that buying back shares, at current prices, represents a prudent use of the Company’s capital. On April 22, 2025, we announced a new repurchase plan (the “2025 Plan”) which commenced upon the completion of the 2024 Repurchase Plan (the “2024 Plan”). On June 3, 2025, we announced the completion of the 2024 Plan, under which the Company repurchased a total of 1.0 million shares at an average price per share of $8.79. We are pleased with our second quarter results and are committed to delivering long-term value to shareholders through capital management strategies, which include continued loan growth, share repurchases and quarterly cash dividends.”

Key Highlights:

Loans and Deposits

Total gross loans increased $22.1 million, or 1.1%, from $2.1 billion, or 77.9% of total assets, at December 31, 2024 to $2.1 billion, or 77.1% of total assets, at June 30, 2025. The increase in total gross loans was primarily driven by an increase in residential real estate loans, including home equity loans, of $29.7 million, or 3.8%, and an increase in commercial and industrial loans of $22.8 million, or 10.8%. These increases were partially offset by a decrease in commercial real estate loans of $29.5 million, or 2.7%, and a decrease in consumer loans of $879,000, or 20.0%.

At June 30, 2025, total deposits of $2.3 billion increased $67.5 million, or 3.0%, from December 31, 2024. Core deposits, which the Company defines as all deposits except time deposits, increased $81.4 million, or 5.2%, from $1.6 billion, or 68.9% of total deposits, at December 31, 2024, to $1.6 billion, or 70.4% of total deposits, at June 30, 2025. Time deposits decreased $13.9 million, or 2.0%, from $703.6 million at December 31, 2024 to $689.7 million at June 30, 2025. Brokered time deposits, which are included in time deposits, totaled $1.7 million at December 31, 2024. The Company did not have brokered time deposits at June 30, 2025. The loan-to-deposit ratio decreased from 91.5% at December 31, 2024 to 89.8% at June 30, 2025.

Allowance for Loan Losses and Credit Quality

At June 30, 2025, the allowance for credit losses was $19.7 million, or 0.94% of total loans, compared to $19.5 million, or 0.94% of total loans, at December 31, 2024. The allowance for loan losses, as a percentage of nonaccrual loans, was 343.1% and 362.9% at June 30, 2025 and December 31, 2024, respectively. At June 30, 2025, nonaccrual loans totaled $5.8 million, or 0.27% of total loans, compared to $5.4 million, or 0.26% of total loans, at December 31, 2024. Total delinquent loans decreased from $5.0 million, or 0.24% of total loans, at December 31, 2024 to $3.9 million, or 0.18% of total loans, at June 30, 2025. At June 30, 2025 and December 31, 2024, the Company did not have any other real estate owned.

Net Interest Margin

The net interest margin increased 31 basis points, from 2.49% for the three months ended March 31, 2025 to 2.80% for the three months ended June 30, 2025. The net interest margin, on a tax-equivalent basis, increased 31 basis points from 2.51% for the three months ended March 31, 2025 to 2.82%, for the three months ended June 30, 2025.

Stock Repurchase Program

On April 22, 2025, the Board of Directors authorized the 2025 Plan, pursuant to which the Company may repurchase up to 1.0 million shares of its common stock, or approximately 4.8%, of the Company’s then-outstanding shares of common stock, upon the completion of the 2024 Plan. On June 3, 2025, the Company announced the completion of its 2024 Plan under which the Company repurchased a total of 1.0 million shares at an average price per share of $8.79.

During the three months ended June 30, 2025, the Company repurchased 290,609 shares of its common stock at an average price per share of $9.45. During the six months ended June 30, 2025, the Company repurchased 497,318 shares of its common stock at an average price per share of $9.31. As of June 30, 2025, there were 975,000 shares of common stock available for repurchase under the 2025 Plan.

The repurchase of shares under our 2025 Plan is administered through an independent broker. The shares of common stock repurchased under the 2025 Plan have been and will continue to be purchased from time to time at prevailing market prices, through open market or privately negotiated transactions, or otherwise, depending upon market conditions. There is no guarantee as to the exact number, or value, of shares that will be repurchased by the Company, and the Company may discontinue repurchases at any time that the Company’s management (“Management”) determines additional repurchases are not warranted. The timing and amount of additional share repurchases under the 2025 Plan will depend on a number of factors, including the Company’s stock price performance, ongoing capital planning considerations, general market conditions, and applicable legal requirements.

Book Value and Tangible Book Value

The Company’s book value per share was $11.68 at June 30, 2025 compared to $11.30 at December 31, 2024, while tangible book value per share, a non-GAAP financial measure, increased $0.38, or 3.6%, from $10.63 at December 31, 2024 to $11.01 at June 30, 2025. See pages 19-21 for the related tangible book value calculation and a reconciliation of GAAP to non-GAAP financial measures.

Net Income for the Three Months Ended June 30, 2025 Compared to the Three Months Ended March 31, 2025

For the three months ended June 30, 2025, the Company reported an increase in net income of $2.3 million, or 99.3%, from $2.3 million, or $0.11 per diluted share, for the three months ended March 31, 2025, to $4.6 million, or $0.23 per diluted share. Net interest income increased $2.1 million, or 13.6%, the provision for credit losses decreased $757,000, non-interest income increased $652,000, or 23.6%, and non-interest expense increased $472,000, or 3.1%. Return on average assets and return on average equity were 0.69% and 7.76%, respectively, for the three months ended June 30, 2025, compared to 0.35% and 3.94%, respectively, for the three months ended March 31, 2025.

Net Interest Income and Net Interest Margin

On a sequential quarter basis, net interest income, our primary driver of revenues, increased $2.1 million, or 13.6%, to $17.6 million for the three months ended June 30, 2025, from $15.5 million for the three months ended March 31, 2025. The increase in net interest income was primarily due to an increase in interest income of $1.2 million, or 4.1%, and a decrease in interest expense of $933,000, or 7.2%. During the three months ended June 30, 2025, the Company recorded $425,000 in prepayment penalties related to payoffs in the commercial portfolio. The $933,000, or 7.2%, decrease in interest expense was primarily due to a decrease in average rates paid on interest-bearing deposits during the three months ended June 30, 2025, compared to the three months ended March 31, 2025.

The net interest margin was 2.80% for the three months ended June 30, 2025, compared to 2.49% for the three months ended March 31, 2025. The net interest margin, on a tax-equivalent basis, was 2.82% for the three months ended June 30, 2025, compared to 2.51% for the three months ended March 31, 2025. Excluding the prepayment penalties discussed above, the net interest margin increased 24 basis points from 2.49% for the three months ended March 31, 2025 to 2.73% for the three months ended June 30, 2025. The increase in the net interest margin was primarily due to an increase in the yield on average interest-earning assets and a decrease in the average cost of interest-bearing liabilities.

The average yield on interest-earning assets, without the impact of tax-equivalent adjustments, increased 13 basis points from 4.56%, for the three months ended March 31, 2025 to 4.69% for the three months ended June 30, 2025. The average loan yield, without the impact of tax-equivalent adjustments, increased 16 basis points from 4.89%, for the three months ended March 31, 2025, to 5.05% for the three months ended June 30, 2025. During the same period, average loans increased $7.8 million, or 0.4%, and average securities increased $9.7 million, or 2.7%, while average short-term investments decreased $17.4 million, or 22.9%.

The average cost of total funds, including non-interest bearing accounts and borrowings, decreased 18 basis points from 2.16% for the three months ended March 31, 2025 to 1.98% for the three months ended June 30, 2025. The average cost of core deposits, which the Company defines as all deposits except time deposits, decreased seven basis points to 1.01% for the three months ended June 30, 2025, from 1.08% for the three months ended March 31, 2025. The average cost of time deposits decreased 42 basis points from 4.11% for the three months ended March 31, 2025, to 3.69% for the three months ended June 30, 2025. The average cost of borrowings, including subordinated debt, was 5.04% for the three months ended March 31, 2025 and for the three months ended June 30, 2025. Average demand deposits, an interest-free source of funds, increased $3.2 million, or 0.6%, from $569.6 million, or 24.8%, of total average deposits, for the three months ended March 31, 2025, to $572.8 million, or 24.9% of total average deposits, for the three months ended June 30, 2025.

(Reversal of) Provision for Credit Losses

During the three months ended June 30, 2025, the Company recorded a reversal of credit losses of $615,000, compared to a provision for credit losses of $142,000 during the three months ended March 31, 2025. The reversal of credit losses was a result of a recovery in the amount of $624,000 on a previously charged-off commercial relationship acquired on October 21, 2016 from Chicopee Bancorp, Inc. As of June 30, 2025, the relationship has been paid in full and the Company does not expect to charge-off or recover any additional funds from the borrower. The provision for credit losses was determined by a number of factors: the continued strong credit performance of the Company’s loan portfolio, changes in the loan portfolio mix and Management’s consideration of existing economic conditions and the economic outlook from the Federal Reserve’s actions to control inflation. Management continues to monitor macroeconomic variables related to increasing interest rates, tariffs, inflation and concerns of an economic downturn, and believes it is appropriately reserved for the current economic environment.

During the three months ended June 30, 2025, the Company recorded net recoveries of $585,000 compared to net charge-offs of $29,000 for the three months ended March 31, 2025.

Non-Interest Income

On a sequential quarter basis, non-interest income increased $652,000, or 23.6%, to $3.4 million for the three months ended June 30, 2025, from $2.8 million for the three months ended March 31, 2025. During the three months ended June 30, 2025, service charges and fees on deposits increased $244,000, or 10.7%, to $2.5 million from the three months ended March 31, 2025. Income from bank-owned life insurance (“BOLI”) increased $43,000, or 9.1%, from the three months ended March 31, 2025 to $516,000 for the three months ended June 30, 2025.

During the three months ended June 30, 2025, the Company reported a gain of $4,000 from mortgage banking activities, compared to a gain of $7,000 during the three months ended March 31, 2025. During the three months ended June 30, 2025, the Company reported unrealized gains on marketable equity securities of $25,000, compared to unrealized losses of $5,000 during the three months ended March 31, 2025. During the three months ended June 30, 2025, the Company reported gains on non-marketable equity investments of $243,000 and did not have comparable income during the three months ended March 31, 2025. During the three months ended June 30, 2025, the Company reported $95,000 in other income from loan-level swap fees on commercial loans and did not have comparable income during the three months ended March 31, 2025.

Non-Interest Expense

For the three months ended June 30, 2025, non-interest expense increased $472,000, or 3.1%, to $15.7 million from $15.2 million for the three months ended March 31, 2025. Salaries and related benefits increased $418,000, or 5.0%, due to an increase in deferred compensation expense to reflect updated performance award estimates and a full quarter of annual salary merit increases. Debit card processing and ATM network costs increased $97,000, or 16.8%, professional fees increased $77,000, or 14.1%, data processing expense increased $51,000, or 5.8%, advertising expense increased $14,000, or 3.3%, furniture and equipment expense increased $4,000, or 0.8%, and other non-interest expense increased $4,000, or 0.3%. These increases were partially offset by a decrease in occupancy expense of $147,000, or 10.4%, primarily due to a decrease in snow removal costs of $140,000. FDIC insurance expense decreased $32,000, or 7.4%, and software related expenses decreased $14,000, or 2.1%.

For the three months ended June 30, 2025 and the three months ended March 31, 2025, the efficiency ratio was 74.4% and 83.0%, respectively. For the three months ended June 30, 2025, the adjusted efficiency ratio, a non-GAAP financial measure, was 75.3% compared to 83.0% for the three months ended March 31, 2025. The decreases in the efficiency ratio and the adjusted efficiency ratio were driven by higher revenues during the three months ended June 30, 2025 compared to the three months ended March 31, 2025. The Company’s detailed reconciliation between the non-GAAP measure and the comparable GAAP amount are included at the end of this document. See pages 19-21 for the related adjusted efficiency ratio calculation and a reconciliation of GAAP to non-GAAP financial measures.

Income Tax Provision

Income tax expense for the three months ended June 30, 2025 was $1.4 million, with an effective tax rate of 23.7%, compared to $664,000, with an effective tax rate of 22.4%, for the three months ended March 31, 2025. The increase in tax expense is due to higher projected pre-tax income for the twelve months ended December 31, 2025.

Net Income for the Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

The Company reported an increase in net income of $1.1 million, or 30.7%, from $3.5 million, or $0.17 per diluted share, for the three months ended June 30, 2024 to $4.6 million, or $0.23 per diluted share, for the three months ended June 30, 2025. Net interest income increased $3.2 million, or 21.9%, provision for credit losses decreased $321,000, non-interest income decreased $423,000, or 11.0%, and non-interest expense increased $1.3 million, or 9.4%, during the same period. Return on average assets and return on average equity were 0.69% and 7.76%, respectively, for the three months ended June 30, 2025, compared to 0.55% and 6.03%, respectively, for the three months ended June 30, 2024.

Net Interest Income and Net Interest Margin

Net interest income increased $3.2 million, or 21.9%, to $17.6 million, for the three months ended June 30, 2025, from $14.5 million for the three months ended June 30, 2024. The increase in net interest income was due to an increase in interest and dividend income of $2.8 million, or 10.5%, and a decrease in interest expense of $362,000, or 2.9%. During the three months ended June 30, 2025, the Company recorded $425,000 in prepayment penalties related to payoffs in the commercial portfolio. The increase in interest income was primarily due to a $129.4 million, or 5.4%, increase in average interest-earning assets and a 20 basis point increase in the average yield on interest-earning assets, from the three months ended June 30, 2024 to the three months ended June 30, 2025.

The net interest margin increased 38 basis points from 2.42% for the three months ended June 30, 2024 to 2.80% for the three months ended June 30, 2025. The net interest margin, on a tax-equivalent basis, was 2.82% for the three months ended June 30, 2025, compared to 2.44% for the three months ended June 30, 2024. Excluding the prepayment penalties discussed above, the net interest margin increased 31 basis points from 2.42%, for the three months ended June 30, 2024 to 2.73%, for the three months ended June 30, 2025. The increase in the net interest margin was primarily due to an increase in the average yield on interest-earning assets and a decrease in the average cost of interest-bearing liabilities.

The average yield on interest-earning assets, without the impact of tax-equivalent adjustments, increased 20 basis points from 4.49% for the three months ended June 30, 2024 to 4.69%, for the three months ended June 30, 2025. The average loan yield, without the impact of tax-equivalent adjustments, increased 20 basis points from 4.85% for the three months ended June 30, 2024 to 5.05%, for the three months ended June 30, 2025. During the three months ended June 30, 2025, average interest-earning assets increased $129.4 million, or 5.4% to $2.5 billion, primarily due to an increase in average loans of $64.2 million, or 3.2%, an increase in average short-term investments, consisting of cash and cash equivalents, of $44.3 million, or 309.1%, and an increase in average securities of $20.2 million, or 5.7%.

The average cost of total funds, including non-interest bearing accounts and borrowings, decreased 18 basis points from 2.16% for the three months ended June 30, 2024 to 1.98% for the three months ended June 30, 2025. The average cost of core deposits, which the Company defines as all deposits except time deposits, increased 14 basis points from 0.87% for the three months ended June 30, 2024 to 1.01% for the three months ended June 30, 2025. The average cost of time deposits decreased 70 basis points from 4.39% for the three months ended June 30, 2024 to 3.69% for the three months ended June 30, 2025. The average cost of borrowings, including subordinated debt, increased four basis points from 5.00% for the three months ended June 30, 2024 to 5.04%, for the three months ended June 30, 2025. Average demand deposits, an interest-free source of funds, increased $24.1 million, or 4.4%, from $548.8 million, or 25.7% of total average deposits, for the three months ended June 30, 2024, to $572.8 million, or 24.9% of total average deposits, for the three months ended June 30, 2025.

Reversal of Credit Losses

During the three months ended June, 30, 2025, the Company recorded a reversal of credit losses of $615,000, compared to a reversal of credit losses of $294,000 during the three months ended June 30, 2024. The reversal of credit losses recorded during the three months ended June 30, 2025 was a result of a recovery in the amount of $624,000 on a previously charged-off commercial relationship acquired on October 21, 2016 from Chicopee Bancorp, Inc. As of June 30, 2025, the relationship has been paid in full and the Company does not expect to charge-off or recover any additional funds from the borrower. The provision for credit losses was determined by a number of factors: the continued strong credit performance of the Company’s loan portfolio, changes in the loan portfolio mix and Management’s consideration of existing economic conditions and the economic outlook from the Federal Reserve’s actions to control inflation. Management continues to monitor macroeconomic variables related to increasing interest rates, tariffs, inflation and concerns of an economic downturn, and believes it is appropriately reserved for the current economic environment.

The Company recorded net recoveries of $585,000 for the three months ended June 30, 2025, as compared to net charge-offs of $10,000 for the three months ended June 30, 2024.

Non-Interest Income

Non-interest income decreased $423,000, or 11.0%, to $3.4 million for the three months ended June 30, 2025, from $3.8 million for the three months ended June 30, 2024. During the three months ended June 30, 2025, service charges and fees on deposits increased $187,000, or 8.0%, income from BOLI increased $14,000, or 2.8%, from $502,000 for the three months ended June 30, 2024 to $516,000 for the three months ended June 30, 2025.

During the three months ended June 30, 2025, the Company reported an unrealized gain on marketable equity securities of $25,000, compared to unrealized gain on marketable equity securities of $4,000 during the three months ended June 30, 2024. During the three months ended June 30, 2025, the Company reported a gain of $243,000 on non-marketable equity investments, compared to a gain of $987,000 on non-marketable equity investments during the three months ended June 30, 2024. During the three months ended June 30, 2025, the Company reported $95,000 in other income from loan-level swap fees on commercial loans and did not have comparable income during the three months ended June 30, 2024. During the three months ended June 30, 2025, the Company reported $4,000 in gains from mortgage banking activities and did not have comparable income during the three months ended June 30, 2024.

Non-Interest Expense

For the three months ended June 30, 2025, non-interest expense increased $1.3 million, or 9.4%, to $15.7 million from $14.3 million for the three months ended June 30, 2024. The increase in non-interest expense was due to an increase in salaries and benefits of $930,000, or 11.8%, an increase in advertising and marketing expense of $104,000, or 30.7%, an increase in data processing expense of $87,000, or 10.3%, an increase in software related expense of $79,000, or 14.0%, an increase in FDIC insurance expense of $76,000, or 23.5%, an increase in occupancy expense of $47,000, or 3.9%, an increase in professional fees of $42,000, or 7.2%, an increase in debit card and ATM processing fees of $31,000, or 4.8%, an increase in furniture and equipment expense of $8,000, or 1.7%, and a decrease in other non-interest expense of $62,000, or 4.4%.

For the three months ended June 30, 2025, the efficiency ratio was 74.4%, compared to 78.2% for the three months ended June 30, 2024. For the three months ended June 30, 2025, the adjusted efficiency ratio, a non-GAAP financial measure, was 75.3% compared to 82.7% for the three months ended June 30, 2024. The decreases in the efficiency ratio and the adjusted efficiency ratio were driven by an increase in total revenues, defined as the sum of net interest income and non-interest income, during the three months ended June 30, 2025, compared to the three months ended June 30, 2024. See pages 19-21 for the related ratio calculation and a reconciliation of GAAP to non-GAAP financial measures.

Income Tax Provision

Income tax expense for the three months ended June 30, 2025 was $1.4 million, or an effective tax rate of 23.7%, compared to $771,000, or an effective tax rate of 18.0%, for the three months ended June 30, 2024. The increase is due to higher projected pre-tax income for the twelve months ended December 31, 2025.

Net Income for the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

For the six months ended June 30, 2025, the Company reported net income of $6.9 million, or $0.34 per diluted share, compared to $6.5 million, or $0.31 per diluted share, for the six months ended June 30, 2024. Return on average assets and return on average equity were 0.52% and 5.87% for the six months ended June 30, 2025, respectively, compared to 0.51% and 5.53% for the six months ended June 30, 2024, respectively.

Net Interest Income and Net Interest Margin

During the six months ended June 30, 2025, net interest income increased $3.4 million, or 11.3%, to $33.2 million, compared to $29.8 million for the six months ended June 30, 2024. The increase in net interest income was due to an increase in interest income of $4.6 million, or 8.7%, partially offset by an increase in interest expense of $1.3 million, or 5.4%.

For the six months ended June 30, 2025, the net interest margin increased 14 basis points from 2.50% for the six months ended June 30, 2024 to 2.64%. The net interest margin, on a tax-equivalent basis, was 2.66% for the six months ended June 30, 2025, compared to 2.52% for the six months ended June 30, 2024. During the six months ended June 30, 2025 and the six months ended June 30, 2024, the Company recorded $425,000 and $8,000, respectively, in prepayment penalties related to payoffs in the commercial portfolio. Excluding the prepayment penalties, the net interest margin increased 11 basis points from 2.50% for the six months ended June 30, 2024 to 2.61% for the six months ended June 30, 2025.

The average yield on interest-earning assets, without the impact of tax-equivalent adjustments, was 4.63% for the six months ended June 30, 2025, compared to 4.47% for the six months ended June 30, 2024. The average loan yield, without the impact of tax-equivalent adjustments, was 4.97% for the six months ended June 30, 2025, compared to 4.84% for the six months ended June 30, 2024. During the six months ended June 30, 2025, average interest-earning assets increased $128.0 million, or 5.3%, to $2.5 billion, from the same period in 2024. The increase was primarily due to an increase in average loans of $58.0 million, or 2.9%, an increase in average short-term investments, consisting of cash and cash equivalents, of $55.4 million, or 467.4%, and an increase in average securities of $13.1 million, or 3.7%.

The average cost of total funds, including non-interest bearing accounts and borrowings, was 2.07% for each of the six months ended June 30, 2025 and June 30, 2024. The average cost of core deposits, which the Company defines as all deposits except time deposits, increased 23 basis points to 1.05% for the six months ended June 30, 2025, from 0.82% for the six months ended June 30, 2024. The average cost of time deposits decreased 36 basis points from 4.26% for the six months ended June 30, 2024 to 3.90% for the six months ended June 30, 2025. The average cost of borrowings, including subordinated debt, increased eight basis points from 4.96% for the six months ended June 30, 2024 to 5.04% for the six months ended June 30, 2025. Average demand deposits, an interest-free source of funds, increased $18.0 million, or 3.3%, from $553.2 million, or 25.9% of total average deposits, for the six months ended June 30, 2024 to $571.2 million, or 24.8% of total average deposits, for the six months ended June 30, 2025.

Reversal of Credit Losses

During the six months ended June 30, 2025, the Company recorded a reversal of credit losses of $473,000, compared to a reversal of credit losses of $844,000 during the six months ended June 30, 2024. The decrease was primarily due to changes in the loan mix as well as economic environment and related adjustments to the quantitative components of the CECL methodology. The provision for credit losses was determined by a number of factors: the continued strong credit performance of the Company’s loan portfolio, changes in the loan portfolio mix and Management’s consideration of existing economic conditions and the economic outlook from the Federal Reserve’s actions to control inflation. Management continues to monitor macroeconomic variables related to increasing interest rates, tariffs, inflation and concerns of an economic downturn, and believes it is appropriately reserved for the current economic environment.

The Company recorded net recoveries of $556,000 for the six months ended June 30, 2025, as compared to net recoveries of $57,000 for the six months ended June 30, 2024. During the six months ended June 30, 2025, the Company recorded a recovery of $624,000 on a previously charged-off commercial relationship acquired on October 21, 2016 from Chicopee Bancorp, Inc. As of June 30, 2025, the relationship has been paid in full and the Company does not expect to charge-off or recover any additional funds from the borrower.

Non-Interest Income

For the six months ended June 30, 2025, non-interest income decreased $338,000, or 5.2%, from $6.5 million during the six months ended June 30, 2024 to $6.2 million. During the same period, service charges and fees on deposits increased $252,000, or 5.5%, and income from BOLI increased $34,000, or 3.6%. During the six months ended June 30, 2025, the Company reported a gain of $243,000 on non-marketable equity investments, compared to a gain of $987,000 during the six months ended June 30, 2024. During the six months ended June 30, 2025, the Company reported $95,000 in other income from loan-level swap fees on commercial loans and did not have comparable income during the six months ended June 30, 2024. During the six months ended June 30, 2025, the Company reported unrealized gains on marketable equity securities of $20,000, compared to unrealized gains on marketable equity securities of $12,000 during the six months ended June 30, 2024. Gains and losses from the investment portfolio vary from quarter to quarter based on market conditions, as well as the related yield curve and valuation changes. During the six months ended June 30, 2025, the Company reported $11,000 in gains from mortgage banking activities and did not have comparable gains or losses during the six months ended June 30, 2024. In addition, during the six months ended June 30, 2024, the Company reported a loss on the disposal of premises and equipment of $6,000 and did not have a comparable gain or loss during the six months ended June 30, 2025.

Non-Interest Expense

For the six months ended June 30, 2025, non-interest expense increased $1.7 million, or 6.0%, to $30.8 million, compared to $29.1 million for the six months ended June 30, 2024. The increase in non-interest expense was primarily due to an increase in salaries and employee benefits of $1.1 million, or 6.8%, due to an increase in deferred compensation expense to reflect updated performance award estimates. Advertising expense increased $184,000, or 26.7%, data processing increased $107,000, or 6.3%, FDIC insurance expense increased $97,000, or 13.2%, occupancy expense increased $96,000, or 3.7%, debit card and ATM processing fees increased $56,000, or 4.7%, software related expenses increased $39,000, or 3.1%, professional fees increased $19,000, or 1.7%, furniture and equipment expense increased $11,000, or 1.1%, and other non-interest expense increased $36,000, or 1.4%.

For the six months ended June 30, 2025, the efficiency ratio was 78.4%, compared to 80.1% for the six months ended June 30, 2024. For the six months ended June 30, 2025, the adjusted efficiency ratio, a non-GAAP financial measure, was 78.9%, compared to 82.4% for the six months ended June 30, 2024. The decreases in the efficiency ratio and the adjusted efficiency ratio were driven by higher revenues, defined as the sum of net interest income and non-interest income, during the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The adjusted efficiency ratio is a non-GAAP measure. See pages 19-21 for the related efficiency ratio calculation and a reconciliation of GAAP to non-GAAP financial measures.

Income Tax Provision

Income tax expense for the six months ended June 30, 2025 was $2.1 million, representing an effective tax rate of 23.2%, compared to $1.6 million, representing an effective tax rate of 19.8%, for six months ended June 30, 2024. The increase is due to higher projected pre-tax income for the twelve months ended December 31, 2025.

Balance Sheet

At June 30, 2025, total assets were $2.7 billion, an increase of $58.1 million, or 2.2%, from December 31, 2024. The increase in total assets was primarily due to an increase in total gross loans of $22.1 million, or 1.1%, an increase in cash and cash equivalents of $26.9 million, or 40.4%, and an increase in investment securities of $10.8 million, or 2.9%.

Investments

At June 30, 2025, the investment securities portfolio totaled $376.9 million, or 13.9% of total assets, compared to $366.1 million, or 13.8% of total assets, at December 31, 2024. At June 30, 2025, the Company’s available-for-sale securities portfolio, recorded at fair market value, increased $18.1 million, or 11.3%, from $160.7 million at December 31, 2024 to $178.8 million. The held-to-maturity securities portfolio, recorded at amortized cost, decreased $7.4 million, or 3.6%, from $205.0 million at December 31, 2024 to $197.7 million at June 30, 2025.

At June 30, 2025, the Company reported unrealized losses on the available-for-sale securities portfolio of $26.6 million, or 12.9% of the amortized cost basis of the available-for-sale securities portfolio, compared to unrealized losses of $31.2 million, or 16.2% of the amortized cost basis of the available-for-sale securities at December 31, 2024. At June 30, 2025, the Company reported unrealized losses on the held-to-maturity securities portfolio of $35.4 million, or 17.8% of the amortized cost basis of the held-to-maturity securities portfolio, compared to $39.4 million, or 19.2% of the amortized cost basis of the held-to-maturity securities portfolio at December 31, 2024.

The securities in which the Company may invest are limited by regulation. Federally chartered savings banks have authority to invest in various types of assets, including U.S. Treasury obligations, securities of various government-sponsored enterprises, mortgage-backed securities, certain certificates of deposit of insured financial institutions, repurchase agreements, overnight and short-term loans to other banks, corporate debt instruments and marketable equity securities. The securities, with the exception of $8.7 million in corporate bonds, are issued by the United States government or government-sponsored enterprises and are therefore either explicitly or implicitly guaranteed as to the timely payment of contractual principal and interest. These positions are deemed to have no credit impairment, therefore, the disclosed unrealized losses with the securities portfolio relate primarily to changes in prevailing interest rates. In all cases, price improvement in future periods will be realized as the issuances approach maturity.

Management regularly reviews the portfolio for securities in an unrealized loss position. At June 30, 2025 and December 31, 2024, the Company did not record any credit impairment charges on its securities portfolio and attributed the unrealized losses primarily due to fluctuations in general interest rates or changes in expected prepayments and not due to credit quality. The primary objective of the Company’s investment portfolio is to provide liquidity and to secure municipal deposit accounts while preserving the safety of principal. The available-for-sale and held-to-maturity portfolios are both eligible for pledging to the Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) as collateral for borrowings. The portfolios are comprised of high-credit quality investments and both portfolios generated cash flows monthly from interest, principal amortization and payoffs, which support’s the Bank’s objective to provide liquidity.

Total Loans

Total gross loans increased $22.1 million, or 1.1%, from $2.1 billion, or 77.9% of total assets, at December 31, 2024 to $2.1 billion, or 77.1% of total assets, at June 30, 2025. The increase in total gross loans was primarily driven by an increase in residential real estate loans, including home equity loans, of $29.7 million, or 3.8%, and an increase in commercial and industrial loans of $22.8 million, or 10.8%. The increase in commercial and industrial loans was partially due to an increase in line of credit utilization, from 21.9% at December 31, 2024 to 26.1% at June 30, 2025. These increases were partially offset by a decrease in commercial real estate loans of $29.5 million, or 2.7%, and a decrease in consumer loans of $879,000, or 20.0%.

The following table presents a summary of the loan portfolio by the major classification of loans at the periods indicated:

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

Commercial real estate loans:
Non-owner occupied	$	859,162	$	880,828
Owner occupied		187,043		194,904
Total commercial real estate loans		1,046,205		1,075,732

Residential real estate loans:
Residential		677,356		653,802
Home equity		128,003		121,857
Total residential real estate loans		805,359		775,659

Commercial and industrial loans		234,505		211,656

Consumer loans		3,512		4,391
Total gross loans		2,089,581		2,067,438
Unamortized premiums and net deferred loans fees and costs		3,050		2,751
Total loans	$	2,092,631	$	2,070,189

Credit Quality

Management continues to closely monitor the loan portfolio for any signs of deterioration in borrowers’ financial condition and also in light of speculation that commercial real estate values may deteriorate as the market continues to adjust to higher vacancies and interest rates. We continue to proactively take steps to mitigate risk in our loan portfolio.

Total delinquency was $3.9 million, or 0.18% of total loans, at June 30, 2025, compared to $5.0 million, or 0.24% of total loans at December 31, 2024. At June 30, 2025, nonaccrual loans totaled $5.8 million, or 0.27% of total loans, compared to $5.4 million, or 0.26% of total loans, at December 31, 2024. At June 30, 2025 and December 31, 2024, there were no loans 90 or more days past due and still accruing interest. Total nonaccrual assets totaled $5.8 million, or 0.21% of total assets, at June 30, 2025, compared to $5.4 million, or 0.20% of total assets, at December 31, 2024. At June 30, 2025 and December 31, 2024, the Company did not have any other real estate owned.

At June 30, 2025, the allowance for credit losses was $19.7 million, or 0.94% of total loans and 343.1% of nonaccrual loans, compared to $19.5 million, or 0.94% of total loans and 362.9% of nonaccrual loans, at December 31, 2024. Total criticized loans, defined as special mention and substandard loans, decreased $12.3 million, or 32.0%, from $38.4 million, or 1.9% of total loans, at December 31, 2024 to $26.1 million, or 1.2% of total gross loans, at June 30, 2025.

Our commercial real estate portfolio is comprised of diversified property types and primarily within our geographic footprint. At June 30, 2025, the commercial real estate portfolio totaled $1.0 billion, and represented 50.1% of total gross loans. Of the $1.0 billion, $859.2 million, or 82.1%, was categorized as non-owner occupied commercial real estate and represented 316.9% of the Bank’s total risk-based capital. More details on the diversification of the loan portfolio are available in the supplementary earnings presentation.

Deposits

At June 30, 2025, total deposits were $2.3 billion and increased $67.5 million, or 3.0%, from December 31, 2024. Core deposits, which the Company defines as all deposits except time deposits, increased $81.4 million, or 5.2%, from $1.6 billion, or 68.9% of total deposits, at December 31, 2024, to $1.6 billion, or 70.4% of total deposits, at June 30, 2025. Non-interest-bearing deposits increased $29.6 million, or 5.2%, to $595.3 million, and represent 25.5% of total deposits, money market accounts increased $25.3 million, or 3.8%, to $686.8 million, interest-bearing checking accounts increased $18.3 million, or 12.2%, to $168.7 million, and savings accounts increased $8.1 million, or 4.5%, to $189.7 million.

Time deposits decreased $13.9 million, or 2.0%, from $703.6 million at December 31, 2024 to $689.7 million at June 30, 2025. Brokered time deposits, which are included in time deposits, totaled $1.7 million at December 31, 2024. The Company did not have brokered time deposits at June 30, 2025. We continue our disciplined and focused approach to core relationship management and customer outreach to meet funding requirements and liquidity needs, with an emphasis on retaining a long-term core customer relationship base by competing for and retaining deposits in our local market. At June 30, 2025, the Bank’s uninsured deposits totaled $688.4 million, or 29.5% of total deposits, compared to $643.6 million, or 28.4% of total deposits, at December 31, 2024.

The table below is a summary of our deposit balances for the periods noted:


	June 30, 2025		December 31, 2024		June 30, 2024
	(Dollars in thousands)
Core Deposits:
Demand accounts	$	595,263	$	565,620	$	553,329
Interest-bearing accounts		168,679		150,348		149,100
Savings accounts		189,716		181,618		186,171
Money market accounts		686,774		661,478		611,501
Total Core Deposits	$	1,640,432	$	1,559,064	$	1,500,101
Time Deposits:		689,681		703,583		671,708
Total Deposits:	$	2,330,113	$	2,262,647	$	2,171,809

FHLB and Subordinated Debt

At June 30, 2025, total borrowings decreased $1.3 million, or 1.1%, from $123.1 million at December 31, 2024 to $121.8 million. At June 30, 2025, short-term borrowings decreased $1.4 million, or 25.1%, to $4.0 million, compared to $5.4 million at December 31, 2024. Long-term borrowings were $98.0 million at June 30, 2025 and December 31, 2024. At June 30, 2025 and December 31, 2024, borrowings also consisted of $19.8 million in fixed-to-floating rate subordinated notes.

As of June 30, 2025, the Company had $452.7 million of additional borrowing capacity at the FHLB, $383.8 million of additional borrowing capacity under the FRB Discount Window and $25.0 million of other unsecured lines of credit with correspondent banks.

Capital

At June 30, 2025, shareholders’ equity was $239.4 million, or 8.8% of total assets, compared to $235.9 million, or 8.9% of total assets, at December 31, 2024. The change was primarily attributable to a decrease in accumulated other comprehensive loss of $3.5 million, cash dividends paid of $2.9 million, repurchase of shares at a cost of $4.7 million, partially offset by net income of $6.9 million. At June 30, 2025, total shares outstanding were 20,494,501. The Company’s regulatory capital ratios continue to be strong and in excess of regulatory minimum requirements to be considered well-capitalized as defined by regulators and internal Company targets.

	June 30, 2025				December 31, 2024
	Company		Bank		Company		Bank
Total Capital (to Risk Weighted Assets)	14.42	%	13.69	%	14.38	%	13.65	%
Tier 1 Capital (to Risk Weighted Assets)	12.40	%	12.67	%	12.37	%	12.64	%
Common Equity Tier 1 Capital (to Risk Weighted Assets)	12.40	%	12.67	%	12.37	%	12.64	%
Tier 1 Leverage Ratio (to Adjusted Average Assets)	9.10	%	9.29	%	9.14	%	9.34	%

Dividends

Although the Company has historically paid quarterly dividends on its common stock and currently intends to continue to pay such dividends, the Company’s ability to pay such dividends depends on a number of factors, including restrictions under federal laws and regulations on the Company’s ability to pay dividends, and as a result, there can be no assurance that dividends will continue to be paid in the future.

About Western New England Bancorp, Inc.

Western New England Bancorp, Inc. is a Massachusetts-chartered stock holding company and the parent company of Westfield Bank, CSB Colts, Inc., Elm Street Securities Corporation, WFD Securities, Inc. and WB Real Estate Holdings, LLC. Western New England Bancorp, Inc. and its subsidiaries are headquartered in Westfield, Massachusetts and operate 25 banking offices throughout western Massachusetts and northern Connecticut. To learn more, visit our website at www.westfieldbank.com.

Forward-Looking Statements

This press release contains “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, with respect to the Company’s financial condition, liquidity, results of operations, future performance, and business. Forward-looking statements may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” and “potential.” Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition, results of operations and business that are subject to various factors which could cause actual results to differ materially from these estimates. These factors include, but are not limited to:

unpredictable changes in general economic or political conditions, financial markets, fiscal, monetary and regulatory policies, including actual or potential stress in the banking industry;
unstable political and economic conditions, including changes in tariff policies, which could materially impact credit quality trends and the ability to generate loans and gather deposits;
inflation and governmental responses to inflation, including recent sustained increases and potential future increases in interest rates that reduce margins;
the effect on our operations of governmental legislation and regulation, including changes in accounting regulation or standards, the nature and timing of the adoption and effectiveness of new requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Basel guidelines, capital requirements and other applicable laws and regulations;
significant changes in accounting, tax or regulatory practices or requirements;
new legal obligations or liabilities or unfavorable resolutions of litigation;
disruptive technologies in payment systems and other services traditionally provided by banks;
the highly competitive industry and market area in which we operate;
operational risks or risk management failures by us or critical third parties, including without limitation with respect to data processing, information systems, cybersecurity, technological changes, vendor issues, business interruption, and fraud risks;
failure or circumvention of our internal controls or procedures;
changes in the securities markets which affect investment management revenues;
increases in Federal Deposit Insurance Corporation deposit insurance premiums and assessments;
the soundness of other financial services institutions which may adversely affect our credit risk;
certain of our intangible assets may become impaired in the future;
the duration and scope of potential pandemics, including the emergence of new variants and the response thereto;
new lines of business or new products and services, which may subject us to additional risks;
changes in key management personnel which may adversely impact our operations;
severe weather, natural disasters, acts of war or terrorism and other external events which could significantly impact our business; and
other risk factors detailed from time to time in our SEC filings.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, actual results may differ materially from the results discussed in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We do not undertake any obligation to republish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except to the extent required by law.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES Consolidated Statements of Net Income and Other Data (Dollars in thousands, except per share data) (Unaudited)
	Three Months Ended															Six Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,			June 30,
		2025			2025			2024			2024			2024			2025			2024
INTEREST AND DIVIDEND INCOME:
Loans	$	26,214		$	24,984		$	25,183		$	25,134		$	24,340		$	51,198		$	48,581
Securities		2,588			2,422			2,273			2,121			2,141			5,010			4,255
Other investments		169			191			214			189			148			360			284
Short-term investments		641			840			916			396			173			1,481			286
Total interest and dividend income		29,612			28,437			28,586			27,840			26,802			58,049			53,406

INTEREST EXPENSE:
Deposits		10,437			11,376			11,443			11,165			10,335			21,813			19,628
Short-term borrowings		47			54			60			71			186			101			469
Long-term debt		1,232			1,219			1,557			1,622			1,557			2,451			2,985
Subordinated debt		254			254			253			254			254			508			508
Total interest expense		11,970			12,903			13,313			13,112			12,332			24,873			23,590

Net interest and dividend income		17,642			15,534			15,273			14,728			14,470			33,176			29,816

(REVERSAL OF) PROVISION FOR CREDIT LOSSES		(615	)		142			(762	)		941			(294	)		(473	)		(844	)

Net interest and dividend income after (reversal of) provision for credit losses		18,257			15,392			16,035			13,787			14,764			33,649			30,660

NON-INTEREST INCOME:
Service charges and fees on deposits		2,528			2,284			2,301			2,341			2,341			4,812			4,560
Income from bank-owned life insurance		516			473			486			470			502			989			955
Unrealized gain (loss) on marketable equity securities		25			(5	)		(9	)		10			4			20			12
Gain (loss) on sale of mortgages		4			7			(11	)		246			–			11			–
Gain on non-marketable equity investments		243			–			300			–			987			243			987
Loss on disposal of premises and equipment		–			–			–			–			–			–			(6	)
Other income		95			–			187			74			–			95			–
Total non-interest income		3,411			2,759			3,254			3,141			3,834			6,170			6,508

NON-INTEREST EXPENSE:
Salaries and employees benefits		8,831			8,413			8,429			8,112			7,901			17,244			16,145
Occupancy		1,265			1,412			1,256			1,217			1,218			2,677			2,581
Furniture and equipment		491			487			505			483			483			978			967
Data processing		933			882			900			869			846			1,815			1,708
Software		645			659			642			612			566			1,304			1,265
Debit/ATM card processing expense		674			577			593			649			643			1,251			1,195
Professional fees		623			546			471			540			581			1,169			1,150
FDIC insurance		399			431			389			338			323			830			733
Advertising		443			429			310			271			339			872			688
Other		1,352			1,348			1,431			1,315			1,414			2,700			2,664
Total non-interest expense		15,656			15,184			14,926			14,406			14,314			30,840			29,096

INCOME BEFORE INCOME TAXES		6,012			2,967			4,363			2,522			4,284			8,979			8,072

INCOME TAX PROVISION		1,422			664			1,075			618			771			2,086			1,598
NET INCOME	$	4,590		$	2,303		$	3,288		$	1,904		$	3,513		$	6,893		$	6,474

Basic earnings per share	$	0.23		$	0.11		$	0.16		$	0.09		$	0.17		$	0.34		$	0.31
Weighted average shares outstanding		20,210,650			20,385,481			20,561,749			20,804,162			21,056,173			20,297,582			21,118,571
Diluted earnings per share	$	0.23		$	0.11		$	0.16		$	0.09		$	0.17		$	0.34		$	0.31
Weighted average diluted shares outstanding		20,312,881			20,514,098			20,701,276			20,933,833			21,163,762			20,413,006			21,217,543

Other Data:
Return on average assets (1)		0.69	%		0.35	%		0.49	%		0.29	%		0.55	%		0.52	%		0.51	%
Return on average equity (1)		7.76	%		3.94	%		5.48	%		3.19	%		6.03	%		5.87	%		5.53	%
Efficiency ratio		74.36	%		83.00	%		80.56	%		80.62	%		78.20	%		78.38	%		80.10	%
Adjusted efficiency ratio (2)		75.32	%		82.98	%		81.85	%		80.67	%		82.68	%		78.91	%		82.35	%
Net interest margin		2.80	%		2.49	%		2.41	%		2.40	%		2.42	%		2.64	%		2.50	%
Net interest margin, on a fully tax-equivalent basis		2.82	%		2.51	%		2.43	%		2.42	%		2.44	%		2.66	%		2.52	%
(1) Annualized.
(2) The adjusted efficiency ratio (non-GAAP) represents the ratio of operating expenses divided by the sum of net interest and dividend income and non-interest income, excluding realized and unrealized gains and losses on securities, gain on non-marketable equity investments, and loss on disposal of premises and equipment.

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Dollars in thousands) (Unaudited)
	June 30,			March 31,			December 31,			September 30,			June 30,
		2025			2025			2024			2024			2024
Cash and cash equivalents	$	93,308		$	110,579		$	66,450		$	72,802		$	53,458
Securities available-for-sale, at fair value		178,785			167,800			160,704			155,889			135,089
Securities held to maturity, at amortized cost		197,671			201,557			205,036			213,266			217,632
Marketable equity securities, at fair value		444			414			397			252			233
Federal Home Loan Bank of Boston and other restricted stock – at cost		5,818			5,818			5,818			7,143			7,143

Loans		2,092,631			2,079,561			2,070,189			2,049,002			2,026,226
Allowance for credit losses		(19,733	)		(19,669	)		(19,529	)		(19,955	)		(19,444	)
Net loans		2,072,898			2,059,892			2,050,660			2,029,047			2,006,782

Bank-owned life insurance		78,045			77,529			77,056			76,570			76,100
Goodwill		12,487			12,487			12,487			12,487			12,487
Core deposit intangible		1,250			1,344			1,438			1,531			1,625
Other assets		70,443			71,864			73,044			71,492			75,521
TOTAL ASSETS	$	2,711,149		$	2,709,284		$	2,653,090		$	2,640,479		$	2,586,070

Total deposits	$	2,330,113		$	2,328,593		$	2,262,647		$	2,224,206		$	2,171,809
Short-term borrowings		4,040			4,520			5,390			4,390			6,570
Long-term debt		98,000			98,000			98,000			128,277			128,277
Subordinated debt		19,771			19,761			19,751			19,741			19,731
Securities pending settlement		–			2,093			8,622			2,513			102
Other liabilities		19,797			18,641			22,770			20,697			23,104
TOTAL LIABILITIES		2,471,721			2,471,608			2,417,180			2,399,824			2,349,593

TOTAL SHAREHOLDERS’ EQUITY		239,428			237,676			235,910			240,655			236,477
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,711,149		$	2,709,284		$	2,653,090		$	2,640,479		$	2,586,070

WESTERN NEW ENGLAND BANCORP, INC. AND SUBSIDIARIES Other Data (Dollars in thousands, except per share data) (Unaudited)
	Three Months Ended
	June 30,		March 31,		December 31,		September 30,		June 30,
	2025		2025		2024		2024		2024
Shares outstanding at end of period	20,494,501		20,774,319		20,875,713		21,113,408		21,357,849

Operating results:
Net interest income	$	17,642	$	15,534	$	15,273	$	14,728	$	14,470
(Reversal of) provision for credit losses	(615)		142		(762)		941		(294)
Non-interest income	3,411		2,759		3,254		3,141		3,834
Non-interest expense	15,656		15,184		14,926		14,406		14,314
Income before income provision for income taxes	6,012		2,967		4,363		2,522		4,284
Income tax provision	1,422		664		1,075		618		771
Net income	4,590		2,303		3,288		1,904		3,513

Performance Ratios:
Net interest margin	2.80%		2.49%		2.41%		2.40%		2.42%
Net interest margin, on a fully tax-equivalent basis	2.82%		2.51%		2.43%		2.42%		2.44%
Interest rate spread	2.10%		1.74%		1.63%		1.60%		1.66%
Interest rate spread, on a fully tax-equivalent basis	2.12%		1.76%		1.65%		1.62%		1.67%
Return on average assets	0.69%		0.35%		0.49%		0.29%		0.55%
Return on average equity	7.76%		3.94%		5.48%		3.19%		6.03%
Efficiency ratio (GAAP)	74.36%		83.00%		80.56%		80.62%		78.20%
Adjusted efficiency ratio (non-GAAP) ⁽¹⁾	75.32%		82.98%		81.85%		80.67%		82.68%

Per Common Share Data:
Basic earnings per share	$	0.23	$	0.11	$	0.16	$	0.09	$	0.17
Earnings per diluted share	0.23		0.11		0.16		0.09		0.17
Cash dividend declared	0.07		0.07		0.07		0.07		0.07
Book value per share	11.68		11.44		11.30		11.40		11.07
Tangible book value per share (non-GAAP) ⁽²⁾	11.01		10.78		10.63		10.73		10.41

Asset Quality:
30-89 day delinquent loans	$	2,525	$	2,459	$	3,694	$	3,059	$	3,270
90 days or more delinquent loans	1,328		2,027		1,301		1,253		2,280
Total delinquent loans	3,853		4,486		4,995		4,312		5,550
Total delinquent loans as a percentage of total loans	0.18%		0.22%		0.24%		0.21%		0.27%
Nonaccrual loans	$	5,752	$	6,014	$	5,381	$	4,873	$	5,845
Nonaccrual loans as a percentage of total loans	0.27%		0.29%		0.26%		0.24%		0.29%
Nonaccrual assets as a percentage of total assets	0.21%		0.22%		0.20%		0.18%		0.23%
Allowance for credit losses as a percentage of nonaccrual loans	343.06%		327.05%		362.93%		409.50%		332.66%
Allowance for credit losses as a percentage of total loans	0.94%		0.95%		0.94%		0.97%		0.96%
Net loan (recoveries) charge-offs	$	(585)	$	29	$	(128)	$	98	$	10
Net loan (recoveries) charge-offs as a percentage of average loans	(0.03)%		0.00%		(0.01)%		0.00%		0.00%
(1) The adjusted efficiency ratio (non-GAAP) represents the ratio of operating expenses divided by the sum of net interest and dividend income and non-interest income, excluding realized and unrealized gains and losses on securities, gains on non-marketable equity investments, and loss on disposal of premises and equipment.
(2) Tangible book value per share (non-GAAP) represents the value of the Company’s tangible assets divided by its current outstanding shares.

The following table sets forth the information relating to our average balances and net interest income for the three months ended June 30, 2025, March 31, 2025 and June 30, 2024 and reflects the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated.

	Three Months Ended
	June 30, 2025								March 31, 2025							June 30, 2024
	Average						Average Yield/		Average					Average Yield/		Average					Average Yield/
	Balance		Interest				Cost⁽⁸⁾		Balance		Interest			Cost⁽⁸⁾		Balance		Interest			Cost⁽⁸⁾
	(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans(1)(2)	$	2,081,319		$	26,335		5.08	%	$	2,073,486	$	25,105		4.91	%	$	2,017,127	$	24,454		4.88	%
Securities(2)		375,074			2,588		2.77			365,371		2,422		2.69			354,850		2,141		2.43
Other investments		15,062			169		4.50			14,819		191		5.23			14,328		148		4.15
Short-term investments(3)		58,622			641		4.39			76,039		840		4.48			14,328		173		4.86
Total interest-earning assets		2,530,077			29,733		4.71			2,529,715		28,558		4.58			2,400,633		26,916		4.51
Total non-interest-earning assets		156,247								156,733							156,701
Total assets	$	2,686,324							$	2,686,448						$	2,557,334

LIABILITIES AND EQUITY:
Interest-bearing liabilities
Interest-bearing checking accounts	$	165,329			424		1.03		$	140,960		250		0.72		$	131,449		253		0.77
Savings accounts		188,498			55		0.12			183,869		40		0.09			185,690		51		0.11
Money market accounts		687,621			3,600		2.10			704,215		3,968		2.29			622,062		2,930		1.89
Time deposit accounts		690,555			6,358		3.69			702,748		7,118		4.11			650,054		7,101		4.39
Total interest-bearing deposits		1,732,003			10,437		2.42			1,731,792		11,376		2.66			1,589,255		10,335		2.62
Borrowings		122,070			1,533		5.04			122,786		1,527		5.04			160,484		1,997		5.00
Interest-bearing liabilities		1,854,073			11,970		2.59			1,854,578		12,903		2.82			1,749,739		12,332		2.83
Non-interest-bearing deposits		572,833								569,638							548,781
Other non-interest-bearing liabilities		22,207								25,464							24,453
Total non-interest-bearing liabilities		595,040								595,102							573,234
Total liabilities		2,449,113								2,449,680							2,322,973
Total equity		237,211								236,768							234,361
Total liabilities and equity	$	2,686,324							$	2,686,448						$	2,557,334
Less: Tax-equivalent adjustment(2)					(121	)						(121	)						(114	)
Net interest and dividend income				$	17,642						$	15,534						$	14,470
Net interest rate spread(4)							2.10	%						1.74	%						1.66	%
Net interest rate spread, on a tax-equivalent basis(5)							2.12	%						1.76	%						1.67	%
Net interest margin(6)							2.80	%						2.49	%						2.42	%
Net interest margin, on a tax-equivalent basis(7)							2.82	%						2.51	%						2.44	%
Ratio of average interest-earning assets to average interest-bearing liabilities							136.46	%						136.40	%						137.20	%

The following tables set forth the information relating to our average balances and net interest income for the six months ended June 30, 2025 and 2024 and reflect the average yield on interest-earning assets and average cost of interest-bearing liabilities for the periods indicated.

	Six Months Ended June 30,
		2025							2024
	Average Balance		Interest			Average Yield/ Cost⁽⁸⁾		Average Balance		Interest			Average Yield/ Cost⁽⁸⁾
	Average Balance		Interest			Average Yield/ Cost⁽⁸⁾		Average Balance		Interest			Average Yield/ Cost⁽⁸⁾
	(Dollars in thousands)
ASSETS:
Interest-earning assets
Loans(1)(2)	$	2,077,424	$	51,440		4.99	%	$	2,019,420	$	48,805		4.86	%
Securities(2)		370,249		5,010		2.73			357,171		4,255		2.40
Other investments		14,941		360		4.86			13,411		284		4.26
Short-term investments(3)		67,282		1,481		4.44			11,857		286		4.85
Total interest-earning assets		2,529,896		58,291		4.65			2,401,859		53,630		4.49
Total non-interest-earning assets		156,489							155,555
Total assets	$	2,686,385						$	2,557,414

LIABILITIES AND EQUITY:
Interest-bearing liabilities
Interest-bearing checking accounts	$	153,212		674		0.89	%	$	133,504		488		0.74	%
Savings accounts		186,196		95		0.10			185,907		90		0.10
Money market accounts		695,872		7,569		2.19			624,164		5,517		1.78
Time deposit accounts		696,618		13,475		3.90			638,970		13,533		4.26
Total interest-bearing deposits		1,731,898		21,813		2.54			1,582,545		19,628		2.49
Short-term borrowings and long-term debt		122,426		3,060		5.04			160,643		3,962		4.96
Total interest-bearing liabilities		1,854,324		24,873		2.70			1,743,188		23,590		2.72
Non-interest-bearing deposits		571,245							553,246
Other non-interest-bearing liabilities		23,826							25,672
Total non-interest-bearing liabilities		595,071							578,918

Total liabilities		2,449,395							2,322,106
Total equity		236,990							235,308
Total liabilities and equity	$	2,686,385						$	2,557,414
Less: Tax-equivalent adjustment (2)				(242	)						(224	)
Net interest and dividend income			$	33,176						$	29,816
Net interest rate spread (4)						1.92	%						1.75	%
Net interest rate spread, on a tax-equivalent basis (5)						1.95	%						1.77	%
Net interest margin (6)						2.64	%						2.50	%
Net interest margin, on a tax-equivalent basis (7)						2.66	%						2.52	%
Ratio of average interest-earning assets to average interest-bearing liabilities						136.43	%						137.79	%

(1) Loans, including nonaccrual loans, are net of deferred loan origination costs and unadvanced funds.
(2) Loan and securities income are presented on a tax-equivalent basis using a tax rate of 21%. The tax-equivalent adjustment is deducted from tax-equivalent net interest and dividend income to agree to the amount reported on the consolidated statements of net income.
(3) Short-term investments include federal funds sold.
(4) Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(5) Net interest rate spread, on a tax-equivalent basis, represents the difference between the tax-equivalent weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(6) Net interest margin represents net interest and dividend income as a percentage of average interest-earning assets.
(7) Net interest margin, on a tax-equivalent basis, represents tax-equivalent net interest and dividend income as a percentage of average interest-earning assets.
(8) Annualized.

Reconciliation of Non-GAAP to GAAP Financial Measures

The Company believes that certain non-GAAP financial measures provide information to investors that is useful in understanding its results of operations and financial condition. Because not all companies use the same calculation, this presentation may not be comparable to other similarly titled measures calculated by other companies. A reconciliation of these non-GAAP financial measures is provided below.

	For the quarter ended
	6/30/2025			3/31/2025			12/31/2024			9/30/2024			6/30/2024
	(Dollars in thousands, except per share data)

Loan interest (no tax adjustment)	$	26,214		$	24,984		$	25,183		$	25,134		$	24,340
Tax-equivalent adjustment		121			121			128			119			114
Loan interest (tax-equivalent basis)	$	26,335		$	25,105		$	25,311		$	25,253		$	24,454

Net interest income (no tax adjustment)	$	17,642		$	15,534		$	15,273		$	14,728		$	14,470
Tax equivalent adjustment		121			121			128			119			114
Net interest income (tax-equivalent basis)	$	17,763		$	15,655		$	15,401		$	14,847		$	14,584

Net interest income (no tax adjustment)	$	17,642		$	15,534		$	15,273		$	14,728		$	14,470
Less:
Prepayment penalties and fees		425			–			–			–			8
Adjusted net interest income (non-GAAP)	$	17,217		$	15,534		$	15,273		$	14,728		$	14,462

Average interest-earning assets	$	2,530,077		$	2,529,715		$	2,517,017		$	2,441,236		$	2,400,633
Net interest margin (no tax adjustment)		2.80	%		2.49	%		2.41	%		2.40	%		2.42	%
Net interest margin, tax-equivalent		2.82	%		2.51	%		2.43	%		2.42	%		2.44	%
Net interest margin, excluding prepayment penalties and fees (non-GAAP)		2.73	%		2.49	%		2.41	%		2.40	%		2.42	%

Book Value per Share (GAAP)	$	11.68		$	11.44		$	11.30		$	11.40		$	11.07
Non-GAAP adjustments:
Goodwill		(0.61	)		(0.60	)		(0.60	)		(0.59	)		(0.58	)
Core deposit intangible		(0.06	)		(0.06	)		(0.07	)		(0.08	)		(0.08	)
Tangible Book Value per Share (non-GAAP)	$	11.01		$	10.78		$	10.63		$	10.73		$	10.41

	For the quarter ended
	6/30/2025			3/31/2025			12/31/2024			9/30/2024			6/30/2024
	(Dollars in thousands)

Efficiency Ratio:
Non-interest Expense (GAAP)	$	15,656		$	15,184		$	14,926		$	14,406		$	14,314

Net Interest Income (GAAP)	$	17,642		$	15,534		$	15,273		$	14,728		$	14,470

Non-interest Income (GAAP)	$	3,411		$	2,759		$	3,254		$	3,141		$	3,834
Non-GAAP adjustments:
Unrealized (gains) losses on marketable equity securities		(25	)		5			9			(10	)		(4	)
Gain on non-marketable equity investments		(243	)		–			(300	)		–			(987	)
Non-interest Income for Adjusted Efficiency Ratio (non-GAAP)	$	3,143		$	2,764		$	2,963		$	3,131		$	2,843
Total Revenue for Adjusted Efficiency Ratio (non-GAAP)	$	20,785		$	18,298		$	18,236		$	17,859		$	17,313

Efficiency Ratio (GAAP)		74.36	%		83.00	%		80.56	%		80.62	%		78.20	%

Adjusted Efficiency Ratio (Non-interest Expense (GAAP)/Total Revenue for Adjusted Efficiency Ratio (non-GAAP))		75.32	%		82.98	%		81.85	%		80.67	%		82.68	%

	For the six months ended
	6/30/2025	6/30/2024
	(Dollars in thousands)

Loan income (no tax adjustment)	$ 51,198	$ 48,581
Tax-equivalent adjustment	242	224
Loan income (tax-equivalent basis)	$ 51,440	$ 48,805

Net interest income (no tax adjustment)	$ 33,176	$ 29,816
Tax equivalent adjustment	242	224
Net interest income (tax-equivalent basis)	$ 33,418	$ 30,040

Net interest income (no tax adjustment)	$ 33,176	$ 29,816
Less:
Prepayment penalties and fees	425	8
Adjusted net interest income (non-GAAP)	$ 32,751	$ 29,808

Average interest-earning assets	$ 2,529,896	$ 2,401,859
Net interest margin (no tax adjustment)	2.64%	2.50%
Net interest margin, tax-equivalent	2.66%	2.52%
Net interest margin, excluding prepayment penalties and fees (non-GAAP)	2.61%	2.50%

Adjusted Efficiency Ratio:
Non-interest Expense (GAAP)	$ 30,840	$ 29,096

Net Interest Income (GAAP)	$ 33,176	$ 29,816

Non-interest Income (GAAP)	$ 6,170	$ 6,508
Non-GAAP adjustments:
Unrealized gains on marketable equity securities	(20)	(12)
Loss on disposal of premises and equipment, net	–	6
Gain on non-marketable equity investments	(243)	(987)
Non-interest Income for Adjusted Efficiency Ratio (non-GAAP)	$ 5,907	$ 5,515
Total Revenue for Adjusted Efficiency Ratio (non-GAAP)	$ 39,083	$ 35,331

Efficiency Ratio (GAAP)	78.38%	80.10%

Adjusted Efficiency Ratio (Non-interest Expense (GAAP)/Total Revenue for Adjusted Efficiency Ratio (non-GAAP))	78.91%	82.35%

For further information contact:
James C. Hagan, President and CEO
Guida R. Sajdak, Executive Vice President and CFO
Meghan Hibner, First Vice President and Investor Relations Officer
413-568-1911

MIL-Evening Report: Do countries have a duty to prevent climate harm? The world’s highest court is about to answer this crucial question

Source: The Conversation (Au and NZ) – By Nathan Cooper, Associate Professor of Law, University of Waikato

Getty Images

The International Court of Justice (ICJ) will issue a highly anticipated advisory opinion overnight to clarify state obligations related to climate change.

It will answer two urgent questions: what are the obligations of states under international law to protect the climate and environment from greenhouse gas emissions, and what are the legal consequences for states that have caused significant harm to Earth’s atmosphere and environment?

ICJ advisory opinions are not legally binding. But coming from the world’s highest court, they provide an authoritative opinion on serious issues that can be highly persuasive.

This advisory opinion marks the culmination of a campaign that began in 2019 when students and youth organisations in Vanuatu – one of the most vulnerable nations to climate-related impacts – persuaded their government to seek clarification on what states should be doing to protect them.

Led by Vanuatu and co-sponsored by 132 member states, including New Zealand and Australia, the United Nations General Assembly formally requested the advisory opinion in March 2023.

More than two years of public consultation and deliberation ensued, leading to this week’s announcement.

What to expect

Looking at the specific questions to be addressed, at least three aspects stand out.

First, the sources and areas of international law under scrutiny are not confined to the UN’s climate change framework. This invites the ICJ to consider a broad range of law – including trans-boundary environmental law, human rights law, international investment law, humanitarian law, trade law and beyond – and to draw on both treaty-related obligations and customary international law.

Such an encyclopaedic examination could produce a complex and integrated opinion on states’ obligations to protect the environment and climate system.

Second, the opinion will address what obligations exist, not just to those present today, but to future generations. This follows acknowledgement of the so-called “intertemporal characteristics” of climate change in recent climate-related court decisions and the need to respond effectively to both the current climate crisis and its likely ongoing consequences.

Third, the opinion won’t just address what obligations states have, but also what the consequences should be for nations:

where they, by their acts and omissions have caused significant harm to the climate system and other parts of the environment.

Addressing consequences as well as obligations should cause states to pay closer attention and make the ICJ’s advisory more relevant to domestic climate litigation and policy discussions.

Representatives from Pacific island nations gathered outside the International Court of Justice during the hearings.
Michel Porro/Getty Images

Global judicial direction

Two recent court findings may offer clues as to the potential scope of the ICJ’s findings.

Earlier this month, the Inter-American Court of Human Rights published its own advisory opinion on state obligations in response to climate change.

Explicitly connecting fundamental human rights with a healthy ecosystem, this opinion affirmed states have an imperative duty to prevent irreversible harm to the climate system. Moreover, the duty to safeguard the common ecosystem must be understood as a fundamental principle of international law to which states must adhere.

Meanwhile last week, an Australian federal court dismissed a landmark climate case, determining that the Australian government does not owe a duty of care to Torres Strait Islanders to protect them from the consequences of climate change.

The court accepted the claimants face significant loss and damage from climate impacts and that previous Australian government policies on greenhouse gas emissions were not aligned with the best science to limit climate change. But it nevertheless determined that “matters of high or core government policy” are not subject to common law duties of care.

Whether the ICJ will complement the Inter-American court’s bold approach or opt for a more constrained and conservative response is not certain. But now is the time for clear and ambitious judicial direction with global scope.

Implications for New Zealand

Aotearoa New Zealand aspires to climate leadership through its Climate Change Response (Zero Carbon) Amendment Act 2019. This set 2050 targets of reducing emissions of long-lived greenhouse gases (carbon dioxide and nitrous oxide) to net zero, and biogenic methane by 25-47%.

However, actions to date are likely insufficient to meet this target. Transport emissions continue to rise and agriculture – responsible for nearly half of the country’s emissions – is lightly regulated.

Although the government plans to double renewable energy by 2050, it is also in the process of lifting a 2018 ban on offshore gas exploration and has pledged $200 million to co-invest in the development of new fields.

Critics also point out the government has made little progress towards its promise to install 10,000 EV charging stations by 2030 while axing a clean-investment fund.

Although a final decision is yet to be made, the government is also considering to lower the target for cuts to methane emissions from livestock, against advice from the Climate Change Commission.

With the next global climate summit coming up in November, the ICJ opinion may offer timely encouragement for states to reconsider their emissions targets and the ambition of climate policies.

Most countries have yet to submit their latest emissions reduction pledges (known as nationally determined contributions) under the Paris Agreement. New Zealand has made its pledge, but it has been described as “underwhelming”. This may present a chance to adjust ambition upwards.

If the ICJ affirms that states have binding obligations to prevent climate harm, including trans-boundary impacts, New Zealand’s climate change policies and progress to date could face increased legal scrutiny.

The authors do not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and have disclosed no relevant affiliations beyond their academic appointment.

– ref. Do countries have a duty to prevent climate harm? The world’s highest court is about to answer this crucial question – https://theconversation.com/do-countries-have-a-duty-to-prevent-climate-harm-the-worlds-highest-court-is-about-to-answer-this-crucial-question-261396

MIL OSI Analysis – EveningReport.nz –

MIL-OSI USA: Crapo Statement at Treasury, HHS Nominations Hearing

US Senate News:

Source: United States Senator for Idaho Mike Crapo
Washington, D.C.—U.S. Senate Finance Committee Chairman Mike Crapo (R-Idaho) delivered the following remarks at a nomination hearing to consider Jonathan McKernan to be an Under Secretary of the Treasury and Alex Adams of Idaho to be Assistant Health and Human Services (HHS) Secretary for Family Support.
As prepared for delivery:
“Thank you to our nominees, Mr. McKernan and Dr. Adams, for being here today. Congratulations on your nominations and thank you both for your willingness to serve.
“Today, we will first hear from Jonathan McKernan who is nominated to serve as the Under Secretary for Domestic Finance at the Treasury Department.
“The Domestic Finance office develops policies and guidance for Treasury Department activities in areas involving financial institutions, federal debt finance, financial regulation and capital markets. Sensible guidance in these areas better ensures financial stability and the growth and resilience of our economy.
“Mr. McKernan has a demonstrated track record of support for sound and balanced regulation. As a member of the Board of Directors at the Federal Deposit Insurance Corporation (FDIC), Mr. McKernan opposed burdensome rulemakings, such as the Basel III Endgame Proposal, which would have hindered economic growth and reduced lending to households and businesses.
“He also served in senior advisory roles on the staff of the Senate Banking Committee, the Federal Housing Finance Agency (FHFA) and the Treasury Department.
“Mr. McKernan, I look forward to working with you, if confirmed, to bolster and protect our domestic financial system.
“We will also hear from Dr. Alex Adams–from Eagle, Idaho–who is nominated to serve as the Assistant Secretary for Family Support, which oversees the Administration for Children and Families (ACF) at the Department of Health and Human Services (HHS).
“ACF plays a vital role in supporting some of America’s most vulnerable populations, including foster care and adoption assistance, both of which have garnered bipartisan interest from this Committee. It is imperative that this agency is led by someone with a deep understanding of these complex issues, a commitment to sound fiscal management, and a proven track record of delivering results.
“Dr. Adams’ service as the Director of Idaho’s Department of Health and Welfare has prepared him to lead ACF. He has overseen a staff of nearly 3,000 individuals and an annual budget of $5.5 billion and delivered clear results for Idahoans.
“As Director, Dr. Adams placed a strong emphasis on child welfare, working with the Idaho State Legislature to enact laws to extend foster care to age 23, allow kin-specific licensing standards, and enhance time to permanency.
“Dr. Adams also has a strong record on budget and efficiency, having served as Governor Little’s budget and regulatory director. He has demonstrated a keen eye toward fiscal responsibility, reducing regulatory burden and maximizing the impact of taxpayer dollars. This experience will be invaluable as he oversees the varied programs under ACF’s purview.
“His nomination has also received letters of support from a broad range of different stakeholders, which I request to be entered into the record.
“Thank you again to our nominees for their time today.”

MIL-OSI USA: Five Defendants Sentenced in Connection with Operating One of the Largest Illegal Television Show Streaming Services in the United States

Source: US State of North Dakota

Yesterday, the final judgments were issued for five Nevada men, including a citizen of Germany, who were sentenced on May 29 and 30 to terms of up to 84 months in prison for running Jetflicks, one of the largest illegal television streaming services in the United States.

“The defendants operated Jetflicks, an illegal paid streaming service that made available more television episodes than any licensed streaming service on the market,” said Acting Assistant Attorney General Matthew R. Galeotti of the Justice Department’s Criminal Division. “This scheme generated millions of dollars in criminal profits, and hurt thousands of U.S. companies and individuals who owned the copyrights to these shows but never received a penny in compensation from Jetflicks. The sentences issued in this case demonstrate the Criminal Division’s commitment to protect American creativity and to ensure that large-scale infringers are brought to justice and punished for their crimes.”

“Digital crimes are not victimless crimes,” said U.S. Attorney Sigal Chattah for the District of Nevada. “The copyright owners lost millions of dollars as a result of the illegal paid streaming service. These sentences underscore our joint commitment with the Computer Crime and Intellectual Property Section and FBI to deter and disrupt intellectual property crime via thorough investigation and prosecution of those who violate federal intellectual property laws.”

“By building and running one of the largest unauthorized streaming services in the U.S., these individuals not only stole from content creators and legitimate streaming services, they undermined the integrity of our economy and the rule of law,” said Assistant Director Jose A. Perez of the FBI Criminal Investigative Division. “These sentencings are a reminder that illegal actions have consequences. The FBI and our partners are unwavering in our commitment to protect intellectual property rights and hold criminals accountable.”

After a 14-day trial that ended in June 2024, a federal jury in the District of Nevada convicted Kristopher Lee Dallmann, 42; Peter H. Huber, 67; Jared Edward Jaurequi, also known as Jared Edwards, 44; Felipe Garcia, 43; and Douglas M. Courson, 65, all of Las Vegas, of conspiracy to commit copyright infringement. The jury also convicted Dallmann of criminal copyright infringement by distribution, criminal copyright infringement by public performance, and money laundering. Subsequently, the court sentenced Dallmann to 84 months in prison; Huber to 18 months in prison; Jaurequi to time served (almost 5 months in prison), 180 days of home confinement, and 500 hours of community service; Garcia to three years probation with 49 days in prison and 1000 hours of community service; and Courson to three years probation with 48 days in prison.

According to court documents and evidence presented at trial, the defendants ran a site called Jetflicks, an online subscription-based service headquartered in Las Vegas, that permitted users to stream and at times download copyrighted television programs without the permission of the relevant copyright owners. At one point, Jetflicks claimed to have 183,285 different television episodes, significantly more than Netflix, Hulu, Vudu, Amazon Prime, or any other licensed streaming service. This was the largest internet piracy case — as measured by the estimated total infringement amount and total number of infringements — ever to go to trial as well as the first illegal streaming case ever to go to trial. The defendants’ conduct harmed every major copyright owner of a television program in the United States. Copyright owners lost millions of dollars from the operation.

Evidence presented at trial showed that the defendants used automated software and computer scripts that ran constantly to scour sites around the world hosting pirated content. The software and scripts would download, process, and store illegal content, and then make it immediately available on servers in the United States and Canada to tens of thousands of paid subscribers located throughout the United States for streaming and/or downloading. The defendants often delivered episodes to subscribers the day after the shows originally aired on television. The service was not only available to subscribers over the internet but specifically designed to work on many different types of devices, platforms, and software.

Each defendant performed at least one and often multiple roles at Jetflicks including management, computer programming and coding, design of the website, applications, and customer interface, technical assistance, content acquisition, subscriptions and revenue, and customer support.

Dallmann reaped millions of dollars in profit from the operation. The government conservatively estimated the value of the copyright infringement in the case at $37.5 million. This included the approximate retail value of the defendants’ reproduction of infringing works to create the Jetflicks inventory as well as the approximate retail value of the streams of pirated television episodes that the defendants provided to subscribers.

The five defendants sentenced were among eight defendants originally indicted in the Eastern District of Virginia in connection with operating Jetflicks. In addition to the defendants just sentenced in Nevada, defendant Darryl Polo previously pleaded guilty in the Eastern District of Virginia to four counts of criminal copyright infringement and one count of money laundering for his involvement with Jetflicks as well as an equally large illegal streaming site he ran called iStreamItAll. Similarly, defendant Luis Villarino also previously pleaded guilty in the Eastern District of Virginia to conspiracy to commit criminal copyright infringement. In May 2021, a judge in the U.S. District Court for the District of Virginia sentenced Polo and Villarino to, respectively, 57 months in prison and 12 months and a day in prison.

After the case was transferred to the District of Nevada for trial, defendant Yoany Vaillant was tried separately from the other five remaining defendants. In November 2024, after an eight-day trial, a federal jury convicted Vaillant of conspiracy to commit criminal copyright infringement. Vaillant is scheduled to be sentenced on Sept. 4.

The FBI Washington Field Office investigated the case, with assistance from the FBI Las Vegas Field Office.

Senior Counsel Matthew A. Lamberti, Trial Attorney Michael Christin, and Acting Deputy Chief Christopher S. Merriam of the Criminal Division’s Computer Crime and Intellectual Property Section (CCIPS) and Assistant U.S. Attorneys Jessica Oliva and Edward G. Veronda for the District of Nevada are prosecuting the case. The CCIPS Cybercrime Lab, the Justice Department’s Office of International Affairs, and the Royal Canadian Mounted Police in Canada provided significant assistance.

MIL-OSI Security: Oklahoma City Duo Plead Guilty to Illegal Possession of Firearms Following Shooting at Apartment Complex

Source: United States Bureau of Alcohol Tobacco Firearms and Explosives (ATF)

OKLAHOMA CITY – LARRY WELCH, 29, and JACOB MADISON, 24, both of Oklahoma City, have each pleaded guilty to illegal possession of a firearm after a previous felony conviction, announced U.S. Attorney Robert J. Troester.

On May 6, 2025, a federal Grand Jury returned a two-count Indictment, charging both Welch and Madison with being a felon in possession of a firearm. According to public record, on April 7, 2025, officers with the Oklahoma City Police Department responded to a reported shooting at an apartment complex. Witnesses told police that prior to the shooting, they had been involved in a dispute with the shooting suspects, later identified as Welch and Madison. Nobody was injured as a result of the shooting. Officers reviewed nearby surveillance video which showed Welch and Madison opening fire on the unarmed witnesses and then fleeing the complex. Officers canvassed the area, and shortly thereafter arrested Welch and Madison, who were found hiding in a residential backyard shed on a nearby property. Law enforcement also recovered two firearms, which Welch and Madison used during the shooting.

Public records show that both Welch and Madison have lengthy criminal histories. Welch has previous felony convictions that include:

possession of a firearm after felony conviction in Cherokee County District Court case number CF-2015-629;
injuring or burning a public building in Mayes County District Court case number CF-2015-0228; and
feloniously pointing a firearm in Cleveland County District Court case number CF-2019-1389.

Madison has previous felony convictions that include:

second-degree burglary in Oklahoma County District Court case number CF-2020-1275;
knowingly receiving or concealing stolen property in Canadian County District Court case number CF-2022-437; and
possession of a firearm after a previous felony conviction, unlawful possession of a controlled dangerous substance with intent to distribute, committing a felony with a firearm with a defaced ID number, possession of a controlled dangerous substance, and unlawful possession of drug paraphernalia in McClain County District Court case number CF-2023-0072.

On July 16, 2025, both Welch and Madison pleaded guilty, and both admitted they possessed a firearm despite their previous felony convictions.

At sentencing, the defendants face up to 15 years in federal prison each, and fines of up to $250,000.

This case is the result of an investigation by the Bureau of Alcohol, Tobacco, Firearms and Explosives and the Oklahoma City Police Department. Special Assistant U.S. Attorney Laney Ellis (SAUSA) is prosecuting the case. SAUSA Ellis is an attorney with City of Oklahoma City whose position is funded by a federal Project Safe Neighborhoods grant awarded to the City of Oklahoma City to enhance efforts to address and reduce violent crime.

Reference is made to public filings for additional information.

MIL Security OSI –

MIL-OSI Security: Former Real Estate Podcaster Sentenced to More Than Five Years in Prison for Orchestrating $7 Million Ponzi Scheme

Source: US FBI

CLEVELAND – A popular former podcaster was sentenced to 70 months in federal prison for orchestrating a real estate Ponzi scheme that took in over $7.3 million from at least 63 victims from across the United States, involving a wide range of income levels and ages.

According to court documents, from October 2017 to March 2022, Matthew Motil, 45, of North Olmsted, was a licensed real estate agent in Ohio who owned and operated several companies. He devised a scheme to defraud investors by using his podcast and other marketing tools to position himself as an expert in the field. Branding himself as the “Cash Flow King,” Motil produced and hosted programs which he promoted through social media and his websites. He also authored a book, “Man on Fire,” to further his credibility with investors. Using a combination of marketing tactics, he solicited prospective investors to invest their money with him and his real estate companies as a lucrative way to generate passive income. Motil provided the victim investors with promissory notes he said were secured by mortgages on properties located throughout Northeast Ohio. Unbeknownst to them, he used the same properties over and over to obtain money from one victim after another, each time providing them with a promissory note purportedly secured by a mortgage. Each victim believed that they were the sole mortgage holder of the investment property and that they would be able to recover their investment through foreclosure if Motil failed to make the payments he promised.

Motil deflected mortgage questions from investors by saying that there were long processing times. As he convinced more people to invest with him, he used those new funds to pay earlier investors to keep the scheme going.

“These victims were deceived and manipulated into handing over their hard-earned money to a shameless and selfish individual for his own benefit,” said Acting U.S. Attorney Carol M. Skutnik for the Northern District of Ohio. “Our office will take action to prosecute anyone who preys on the trusting nature of others.”

Motil also used the victim investors’ money to fund his lifestyle. He funded personal expenses such as leasing a large home on Lake Erie and securing courtside seats to Cleveland Cavaliers home games. He also used the funds to pay his credit cards and financially sustain his fitness businesses.

“The 63 victims of this investment/Ponzi scheme are at the forefront of our work, and this conviction reflects our steadfast commitment to justice on their behalf,” said U.S. Secret Service Special Agent in Charge Blaine M. Forschen for the Cleveland Field Office. “Together with our federal, state, and local partners on the Secret Service Money Laundering Task Force, we will continue to protect our communities from those who exploit trust and inflict financial harm.”

Motil pleaded guilty to securities fraud and wire fraud on Sept. 5, 2024. U.S. District Court Judge Donald C. Nugent imposed the sentence July 18, 2025. Motil was also sentenced to serve three years of supervised release after imprisonment and pay $5,085,247.08 in restitution.

The investigation was conducted by the United States Secret Service Money Laundering Task Force* with significant assistance from the Cuyahoga County Prosecutor’s Office and the former Major Crime Task Force hosted by the Cuyahoga County Sheriff’s Department. The Office of the United States Trustee for Region 9 – Cleveland, Ohio, also significantly contributed to the case.

This case was prosecuted by Assistant United States Attorney Erica D. Barnhill for the Northern District of Ohio.

*The United Secret Service Task Force consists of the following agencies: Social Security-OIG, US Postal-OIG, US Postal Inspection Service, USDA-OIG, HUD-OIG, FBI, TIGTA-OIG, IRS-CI, Ohio BCI, Westlake PD, Parma PD, Amherst PD, North Olmsted PD, Cuyahoga County Sheriff’s Department, Cuyahoga County Prosecutor’s Office, Ohio Investigative Unit, Lorain County Sheriff’s Department, Stark County Prosecutor’s Office, Geauga County Prosecutor’s Office, Lorain County Prosecutor’s Office, Ohio Casino Commission, Richfield PD and North Ridgeville PD.

MIL Security OSI –