MIL-OSI United Kingdom: A new strategy for GIAA

Source: United Kingdom – Government Statements

News story

A new strategy for GIAA

Outlining GIAA’s strategic direction for the next 4 years, with a renewed focus on quality delivery, high performing people and financially sustainability.

GIAA strategy cover

Having celebrated our tenth anniversary earlier this year, we are pleased to publish the Government Internal Audit Agency (GIAA) Strategy 2025 – 2029, setting our direction for the next four years as a mature organisation ready to build on its success.

Our new strategy brings a renewed focus on delivering consistent QUALITY; enabled by motivated and high performing PEOPLE; and supported by a FINANCIALLY SUSTAINABLE business model that uses agile and productive ways of working.

Published 23 July 2025

MIL OSI United Kingdom –

July 23, 2025

MIL-OSI Russia: D. Trump accused B. Obama of “treason”

Translation. Region: Russian Federal

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

An important disclaimer is at the bottom of this article.

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

WASHINGTON, July 23 (Xinhua) — U.S. President Donald Trump on Tuesday accused former President Barack Obama of “treason” over the 2016 presidential election, prompting a sharp response from Obama’s spokesman, who called the accusations “ridiculous” and a “weak attempt to distract.”

Answering a media question about the case involving the late American financier Jeffrey Epstein, D. Trump moved on to attacks on B. Obama.

“They tried to rig the election, and they got caught. And there are going to be very serious consequences for that,” Trump told reporters in the Oval Office.

Calling B. Obama a “gang leader,” D. Trump claimed that Democrats, including Joseph Biden and Hillary Clinton, allegedly engaged in election manipulation from 2016 through 2020.

“It was treason. It was everything you could think of. They tried to steal the election. They tried to confuse the election,” Trump said.

“Out of respect for the institution of the presidency, our office does not typically dignify a response to the constant nonsense and disinformation emanating from the White House. But these allegations are outrageous enough to merit refutation,” Obama’s press secretary Patrick Rhodenbush said.

“These bizarre accusations are ridiculous and a feeble attempt to distract attention,” he said in a statement.

J. Epstein, who had extensive connections to the US political and business elite, was arrested on sex crimes charges and died in prison in August 2019. It was determined that he died by suicide.

During his 2024 presidential campaign, Trump promised to release documents related to the Epstein case if he was re-elected. But earlier this month, the Justice Department and the Federal Bureau of Investigation (FBI) released a joint memo saying that there was no “client list” for Epstein and that “further disclosure would not be appropriate or warranted.”

The Trump administration’s shifting stance on the issue has drawn widespread criticism, with some angry supporters even calling for Attorney General Pam Bondi to resign, demanding more transparency from the government. –0–

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

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MIL OSI Russia News –

July 23, 2025

MIL-OSI: Prosafe SE: Commencement of subscription period for the Warrants Offering

Source: GlobeNewswire (MIL-OSI)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Reference is made to the stock exchange announcement made by Prosafe SE (“Prosafe” or the “Company“) on 18 July 2025 regarding the publication of a prospectus (the “Prospectus“) approved by the Norwegian Financial Supervisory Authority for, inter alia, the offering of up to 17,868,651 warrants (the “Warrants“) (the “Warrants Offering“).

The subscription period for the Warrants Offering (the “Subscription Period“) commences today, 23 July 2025 at 09:00 hours (CEST) and expires on 6 August 2025 at 16:30 hours (CEST), unless extended in accordance with the terms set out in the Prospectus.

The Warrants may be subscribed for by shareholders of the Company as of 16 May 2025, as recorded in the Company’s shareholder register in Euronext Securities Oslo (VPS) on 20 May 2025 (the “Record Date“) (the “Eligible Shareholders“). The Eligible Shareholders shall have a preferential right to subscribe for and be allocated the Warrants in proportion to their shareholding in the Company on the Record Date, pursuant to Section 11-13 of the Norwegian Public Limited Liability Companies Act, cf. Section 10-4. The preferential right to subscribe for the Warrants may not be transferred by the Eligible Shareholders. Oversubscription or subscription without subscription rights is not permitted. The Warrants may not be subscribed for by investors in jurisdictions where such subscription is not permitted or where the offering of such warrants is not legally allowed.

No consideration shall be paid for the Warrants. The Warrants shall not be transferable. The Warrants will be registered in Euronext Securities Oslo (VPS).

Subscriptions for Warrants must be made by submitting a correctly completed subscription form to the Receiving Agent (as defined below) during the Subscription Period, or may, for subscribers who are residents of Norway with a Norwegian personal identification number, be made online during the Subscription Period. Please see the Prospectus for further information about the Warrants Offering, including subscription procedures and the complete terms of the Warrants Offering. The Prospectus (including the subscription form for the Warrants Offering) is, subject to applicable securities laws, available on the Company’s website: www.prosafe.com.

Subscriptions may only be made on the basis of the Prospectus. Allocation of Warrants will be made by the Company’s board of directors based on the number of Warrants subscribed for by each shareholder in accordance with the number of Warrants each subscriber has the right to subscribe for.

The Warrants may be exercised during the period starting at 09:00 (CEST) on 11 August 2025 and concluding at 16:30 (CEST) on 25 August 2025 (the “Exercise Period“). One Warrant entitles the holder to request the issuance of one ordinary share in the Company. Eligible Shareholders having validly subscribed for and been allocated Warrants will receive an exercise form prior to the Exercise Period. Exercise shall be carried out by submitting a correctly completed exercise form to the Receiving Agent (as defined below) during the Exercise Period, or may, for Warrant holders who are residents of Norway with a Norwegian personal identification number, be made online during the Exercise Period. Warrants that are not exercised before the expiry of the Exercise Period will have no value and will lapse without compensation to the holder.

To the extent members of the Company’s board of directors or management or closely related parties of such are prohibited from exercising Warrants in the Exercise Period due to securities law restrictions, these shall have the right to exercise Warrants during a period which expires two weeks after such restrictions lapse, as set out in the resolution to issue the Warrants at the Company’s extraordinary general meeting held on 16 May 2025 (the “EGM“). Exercises can in any case not take place after 31 December 2025.

The subscription price upon exercise of the Warrants is EUR 0.01 per new share. Pursuant to the resolution adopted by the EGM, the Company plans to establish a NOK-based exchange mechanism for the contribution, whereby each exercising Warrant holder will be debited a NOK amount covering the EUR subscription amount, currently expected to be NOK 0.15 per share.

Advokatfirmaet Schjødt AS acts as legal advisor to the Company in connection with the Warrants Offering. DNB Issuer Services, a part of DNB Bank ASA (the “Receiving Agent” as well as the “Settlement Agent“) acts as both the Receiving Agent and Settlement Agent for the Company in connection with the Warrants Offering.

For further information, please contact:

Terje Askvig, CEO

Phone: +47 952 03 886

Reese McNeel, CFO

Phone: +47 415 08 186

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act and the requirements of Oslo Børs’ Continuing Obligations.

About Prosafe

Prosafe is a leading owner and operator of semi-submersible accommodation vessels. The company is listed on the Oslo Stock Exchange with ticker code PRS. For more information, please refer to https://www.prosafe.com (https://www.prosafe.com/)

Important information

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company.

The MIL Network –

July 23, 2025

Trump accuses Obama of treason in escalating attacks over 2016 Russia probe

Source: Government of India

Source: Government of India (4)

U.S. President Donald Trump accused former President Barack Obama of “treason” on Tuesday, accusing him, without providing evidence, of leading an effort to falsely tie him to Russia and undermine his 2016 presidential campaign.

A spokesperson for Obama denounced Trump’s claims, saying “these bizarre allegations are ridiculous and a weak attempt at distraction.”

While Trump has frequently attacked Obama by name, the Republican president has not, since returning to office in January, gone this far in pointing the finger at his Democratic predecessor with allegations of criminal action.

During remarks in the Oval Office, Trump leaped on comments from his intelligence chief, Tulsi Gabbard, on Friday in which she threatened to refer Obama administration officials to the Justice Department for prosecution over an intelligence assessment of Russian interference in the 2016 election.

She declassified documents and said the information she was releasing showed a “treasonous conspiracy” in 2016 by top Obama administration officials to undermine Trump, claims that Democrats called false and politically motivated.

“It’s there, he’s guilty. This was treason,” Trump said on Tuesday, though he offered no proof of his claims. “They tried to steal the election, they tried to obfuscate the election. They did things that nobody’s ever imagined, even in other countries.”

An assessment by the U.S. intelligence community published in January 2017 concluded that Russia, using social media disinformation, hacking and Russian bot farms, sought to damage Democrat Hillary Clinton’s campaign and bolster Trump. The assessment determined that the actual impact was likely limited and showed no evidence that Moscow‘s efforts actually changed voting outcomes.

A 2020 bipartisan report by the Senate intelligence committee had found that Russia used Republican political operative Paul Manafort, the WikiLeaks website and others to try to influence the 2016 election to help Trump’s campaign.

“Nothing in the document issued last week (by Gabbard) undercuts the widely accepted conclusion that Russia worked to influence the 2016 presidential election but did not successfully manipulate any votes,” Obama spokesperson Patrick Rodenbush said in a statement.

TRUMP UNDER PRESSURE

Trump, who has a history of promoting false conspiracy theories, has frequently denounced the assessments as a “hoax.” In recent days, Trump reposted on his Truth Social account a fake video showing Obama being arrested in handcuffs in the Oval Office.

Trump has been seeking to divert attention to other issues after coming under pressure from his conservative base to release more information about Jeffrey Epstein, who died by suicide in 2019 while awaiting trial on sex trafficking charges.

Backers of conspiracy theories about Epstein have urged Trump, who socialized with the disgraced financier during the 1990s and early 2000s, to release investigative files related to the case.

Trump, asked in the Oval Office about Epstein, quickly pivoted into an attack on Obama and Clinton.

“The witch hunt that you should be talking about is they caught President Obama absolutely cold,” Trump said.

Trump suggested action would be taken against Obama and his former officials, calling the Russia investigation a treasonous act and the former president guilty of “trying to lead a coup.”

“It’s time to start, after what they did to me, and whether it’s right or wrong, it’s time to go after people. Obama has been caught directly,” he said.

Democratic Representative Jim Himes responded on X: “This is a lie. And if he’s confused, the President should ask @SecRubio, who helped lead the bipartisan Senate investigation that unanimously concluded that there was no evidence of politicization in the intelligence community’s behavior around the 2016 election.”

Former Republican Senator Marco Rubio is now Trump’s secretary of state.

Since returning to office, Trump has castigated his political opponents whom he claims weaponized the federal government against him and his allies for the January 6, 2021, attack on the U.S. Capitol by his supporters and his handling of classified materials after he left office in 2021.

ATTACKS ON PREDECESSORS

Obama has long been a target of Trump. In 2011 he accused then-President Obama of not being born in the United States, prompting Obama to release a copy of his birth certificate.

In recent months, Trump has rarely held back in his rhetorical broadsides against his two Democratic predecessors in a way all but unprecedented in modern times.

He launched an investigation after accusing former President Joe Biden and his staff, without evidence, of a “conspiracy” to use an autopen, an automated device that replicates a person’s signature, to sign sensitive documents on the president’s behalf. Biden has rejected the claim as false and “ridiculous.”

Gabbard’s charge that Obama conspired to subvert Trump’s 2016 election by manufacturing intelligence on Russia’s interference is contradicted by a CIA review ordered by Director John Ratcliffe and published on July 2, a 2018 bipartisan Senate report and declassified documents that Gabbard herself released last week.

The documents show that Gabbard conflated two separate U.S. intelligence findings in alleging that Obama and his national security aides changed an assessment that Russia probably was not trying to influence the election through cyber means.

One finding was that Russia was not trying to hack U.S. election infrastructure to change vote counts and the second was that Moscow probably was using cyber means to influence the U.S. political environment through information and propaganda operations, including by stealing and leaking data from Democratic Party servers.

The January 2017 U.S. intelligence assessment ordered by Obama built on that second finding: that Russian President Vladimir Putin authorized influence operations to sway the 2016 vote to Trump.

The review ordered by Ratcliffe found flaws in the production of that assessment. But it did not contest its conclusion and upheld “the quality and credibility” of a highly classified CIA report on which the assessment’s authors relied.

-REUTERS

July 23, 2025

MIL-OSI China: Chinese scientist details first planned Mars sample-return mission Tianwen-3

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

Photo released on June 11, 2021 by the China National Space Administration (CNSA) shows a selfie of China’s first Mars rover Zhurong with the landing platform. [Photo/Xinhua]

China’s first Mars sample-return mission, Tianwen-3, is scheduled for launch around 2028, with the goal of returning no less than 500 grams of Martian samples to Earth by around 2031, according to the mission’s chief scientist.

Hou Zengqian, an academician of the Chinese Academy of Sciences and chief scientist of the Tianwen-3 mission, together with his collaborators, recently published an article in Nature Astronomy, systematically outlining the overall plan and scientific objectives of the mission for the first time.

“The mission will be a critical step in China’s planetary exploration. We hope to provide the international community with an unprecedented opportunity to understand Mars,” Hou said.

The Tianwen-3 mission will involve two launches, and the spacecraft will take seven to eight months to reach Mars. It will operate on Mars for about one year and then return to Earth, with the entire process spanning over three years, according to Hou.

Life on the Red Planet?

“We aim to unravel the mystery of whether life ever existed on Mars,” Hou said.

He introduced three primary scientific objectives for the Tianwen-3 mission: searching for potential signs of life on Mars, including biomarkers, fossils and archaea; studying the evolution of Mars’ habitability, such as changes in water, atmosphere and oceans; and investigating the geological structure and evolutionary history of Mars, from surface features to internal dynamics.

These three objectives are interconnected. The origination of life requires a habitable environment, the proliferation of life evolves in tandem with the environment, and habitability is closely linked to geological processes, Hou explained.

To address these objectives, nine research themes have been established, covering aspects such as life-related elements, environmental conditions and geology, in order to “enhance our understanding of this Earth-like planet in our solar system,” Hou said.

How will samples be collected?

The mission’s engineering team has preliminarily designed three sampling methods: surface scooping, deep drilling and drone-assisted collection to ensure sample diversity and scientific value.

Tianwen-3 will not carry a Mars rover. Instead, it will use a drone to collect samples from locations within several hundred meters of the landing site, Hou said.

He noted that Tianwen-3 will be the first mission internationally to conduct 2-meter-deep drilling for sample collection on Mars.

Previously, NASA’s Perseverance rover collected shallow surface samples, and will rely on a follow-up mission to return them to Earth. In contrast, Tianwen-3 aims to accomplish both sampling and return in a single mission.

Hou emphasized that planetary protection is a major issue in deep space exploration, and that contamination control is a critical challenge that must be addressed. Strict measures are required to prevent the contamination of Mars by the spacecraft and the potential contamination of Earth’s biosphere by Martian samples.

China will adhere strictly to the planetary protection policies of the Committee on Space Research to safeguard Mars from terrestrial contamination and protect Earth from potential Martian life, ensuring authentic and reliable scientific results, Hou said.

The Tianwen-3 mission will establish a complete chain in the sample preservation process, from collection and sealing on Mars to transportation and analysis on Earth. Additionally, a high-security Mars sample laboratory will be constructed, featuring ultra-clean and biosafety areas, where returned samples will undergo strict sterilization, unsealing, processing and biological risk assessment, Hou said.

Where will samples be sourced?

“The selection of the landing site on Mars is crucial, as it directly impacts the achievement of the mission’s scientific objectives. From an initial pool of over 80 candidate sites, we have narrowed it down to 19, and by the end of 2026, three final candidate sites will be selected,” Hou said.

This selection must balance engineering constraints and scientific priorities. Due to engineering limitations, the landing site must be located between 17 degrees and 30 degrees north latitude on Mars. Scientifically, the site should offer the highest potential to harbor and preserve traces of life, the scientist said.

This is akin to mineral exploration on Earth — it requires the establishment of theories and models to guide predictions, and to then search for a needle in the haystack.

Similarly, identifying a suitable landing site requires a study of the conditions needed for the emergence, proliferation and preservation of life, and the development of predictive models, Hou noted.

If there is or was life on Mars, it would be or have been the result of the interplay of multiple factors, such as liquid water, atmosphere, temperature, magnetic field and internal structure. An ideal landing site should meet the requirements for habitability and life development, Hou said.

Open collaboration

China has adopted a fully open and collaborative approach to the Tianwen-3 mission, from the formulation of scientific goals and the development of payloads to the joint research to be conducted on returned samples.

“We aim to build a global platform for scientific collaboration through planetary exploration, advancing humanity’s shared scientific endeavors,” Hou said.

“During the scientific goal-setting phase, we hosted an international conference, inviting global experts to participate in the discussion. For payloads, China issued an international call for proposals. After the samples are returned, China will open access to international scientists, provided safety is ensured,” Hou said.

He added that some key technologies for the Tianwen-3 mission remain under development. The scientific team is leveraging Martian observational data to advance landing-site selection. Meanwhile, to achieve its primary scientific objectives, the team is intensifying full-chain research on the search for life on Mars.

Liu Jizhong, chief designer of the Tianwen-3 mission, said in an earlier interview that the retrieval of samples from Mars is the most technically challenging space exploration mission since the Apollo program, and such a retrieval has never been realized.

To meet this goal, Chinese space engineers have to tackle key tasks such as collecting samples on the Martian surface, taking off from the Red Planet, rendezvousing in the Mars orbit, and protecting the planet from contamination, Liu explained.

The entire process of the mission plan is very complex, involving 13 phases and utilizing in-situ and remote-sensing detection technologies.

MIL OSI China News –

July 23, 2025

MIL-OSI USA: WATCH: Padilla Sets the Record Straight on Trump Administration’s Harmful Mass Deportation Agenda

US Senate News:

Source: United States Senator Alex Padilla (D-Calif.)

WATCH: Padilla Sets the Record Straight on Trump Administration’s Harmful Mass Deportation Agenda

Highlighted testimony from Alejandro Barranco — a veteran and the son of Narciso, who was violently detained by masked CBP agents in Orange County

WATCH: Padilla criticizes Trump and Republicans for backtracking on pledge to target violent criminalsWASHINGTON, D.C. — Today, U.S. Senator Alex Padilla (D-Calif.), Ranking Member of the Senate Judiciary Immigration Subcommittee, joined a Senate Judiciary Subcommittee hearing to set the record straight on President Trump and Stephen Miller’s cruel mass deportation campaign, blasting the Administration for intentionally stoking fear and scapegoating immigrants.
Padilla emphasized that far from the Trump Administration’s stated plan to target violent criminals, less than 10 percent of immigrants whom Immigration and Customs Enforcement (ICE) has taken into custody have serious criminal convictions, and there has been a staggering 500 percent increase in the number of arrests of noncitizens without criminal records. He stressed that these ICE sweeps often illegally profile and target people based on their race, accents, or occupation, while hurting the economy by ripping away farm workers, service industry employees, and other essential workers.
Padilla called out Republicans for attempting to distract from the sharp turn in public opinion away from the President’s immigration policy by relitigating complaints from the Biden presidency more than six months into Trump’s second term. An all-time record 79 percent of Americans believe immigration is a good thing for the country.
He also criticized the $150 billion funding surge to carry out Trump’s enforcement agenda in Republicans’ billionaire-first reconciliation bill, underscoring that ICE’s budget is now larger than the budget of the Federal Bureau of Investigation (FBI); Bureau of Alcohol, Tobacco, Firearms, and Explosives (ATF); Drug Enforcement Administration (DEA); U.S. Marshals Service, and Bureau of Prisons combined.
“It’s clear why we’re here today: we’re here because Donald Trump is scapegoating immigrants,” Padilla said in committee. “It’s always been his outlet. This is their break-glass-in-case-of-emergency option when public sentiment turns against them and their agenda. It hasn’t been about only targeting violent criminals and it’s certainly not about fixing or modernizing our immigration system.”
Padilla questioned three witnesses on the Trump Administration’s harmful immigration enforcement. He asked Deborah Fleischaker, a former ICE Acting Chief of Staff and longtime Department of Homeland Security official, to set the record straight that the Biden Administration encouraged ICE to do its job to detain violent criminals. He also highlighted the need for additional funding beyond immigration enforcement to support the hiring of more immigration judges and asylum officers.
Padilla heard further from Alejandro Barranco — a Marine veteran and the eldest son of Narciso Barranco, who was violently detained by masked Customs and Border Protection (CBP) agents in Orange County — about the dangers of indiscriminate immigration enforcement, including sweeping up hardworking people with no history of violent crime.
PADILLA: The way they present it, the way they talk about President Biden’s administration and prior Democratic administrations is like it was never a priority for Democratic administrations to go after criminals, and that Democrats and Democratic administrations just didn’t care about the presence of dangerous people in our communities. Simply not true. … Ms. Fleischaker, you were in ICE leadership. In your view, in your experience, did the Biden Administration ever restrain ICE from pursuing serious criminals?
FLEISCHAKER: We absolutely did not stop ICE agents from enforcing the law and going after public safety threats. In fact, we encouraged them to do so. We very much want to want to find and arrest public safety threats in the community. […]
PADILLA: I don’t think anyone here would disagree with the idea of rooting out the ‘worst of the worst,’ even if we disagree over what immigration policy should be, but I believe it’s unacceptable that these raids are so indiscriminate that they end up sweeping up people with no history of violent crime, hardworking people trying to give their children a better life, like Alejandro’s father, Narciso. Alejandro, question is for you. … Is there anything else that you would like to share about the cruelty with which your father was treated or what your family’s gone through?
BARRANCO: I think that the way they treated him and the way they handled that situation was very unprofessional. It showed men who were not trained. It doesn’t seem like it. … They were running with guns in their hand, with fingers on the trigger, pointing it at civilian vehicles. And honestly, I don’t think that’s for the best of public safety, and I believe that they should have better training and go out and chase after the real criminals.
PADILLA: Well, I couldn’t agree more, and the more resources, personnel, funding, and otherwise that’s directed at again, just broad-based enforcement is less focus, less prioritization of those violent criminals that we know are out there, the Administration knows are out there, but they’re not the clear priority or focus.
Padilla also expressed concern about indiscriminate immigration raids creating widespread fear, keeping people home from work, businesses, church, and public spaces, while limiting the reporting of crimes. He heard from Dr. Giovanni Veliz, a retired Minneapolis Police Department Commander, about the importance of building trust with immigrant communities to combat crime and keep police officers safe.
Video of Senator Padilla’s opening remarks is available here, and his questions are available here.
More information on the hearing is available here.

MIL OSI USA News –

July 23, 2025

MIL-OSI USA: ICYMI: Tuberville Joins the Chris Salcedo Show to Discuss Ways to Expose the Deep State and Protect Law Enforcement

US Senate News:

Source: United States Senator Tommy Tuberville (Alabama)

WASHINGTON – U.S. Senator Tommy Tuberville (R-AL) joined Newsmax’s Chris Salcedo Show to discuss DNI Tulsi Gabbard’s recent report exposing the FBI’s involvement in covering up then-Secretary of State Hillary Clinton’s mishandling of classified information. Sen. Tuberville and Salcedo also discussed the Senate’s effort to continue advancing President Trump’s America First policy agenda as well as the Radical Democrat Socialist Party’s violence against law enforcement.

Excerpts from the interview can be found below and the full interview can be viewed on YouTube or Rumble.

SALCEDO: “Senator Tommy Tuberville. Senator, it’s always good to see you. DNI Gabbard releases revelations about Obama, Comey, Brennan, and that gang. Now, we learn that James Comey’s FBI rigged the Hillary Clinton investigation so we would never know how badly she damaged our national security when they didn’t probe those crucial thumb drives. Senator, where is your party’s push for accountability?”

TUBERVILE: “Well, thanks for having me on, Chris. What a colossal cover up this has been. I got here right after Joe Biden took office, and it has been a disaster of […] most Republicans watching this go down. It is a huge cover up.

They’ve tried to push a narrative that, basically, they wanna change our country [into] something that it’s not. They wanted to take all the ability of us as Republicans, as Americans, to try to keep our country going in the right direction. But the mainstream media, the Democrats, and a few Republicans have pushed this narrative of ‘let’s do it the right way. Let’s make sure we’re doing the right thing.’ It has been something that I’ve been shocked at since I’ve been here. And now we’re finally seeing things start to leak out, the truth of really what happened.

The American people are going to find out. It is going to be fun up here to watch all this start taking a narrative, a true narrative, of what really happened of the Democrats trying to change this country into a socialist-communist country for the last four years. These people need to lawyer up, and they need to find out what it’s really like to be under the gun. Putting their hand up, testifying in front of people all over this country because it’s gonna be much-watched as we look at all this narrative being brought forward.”

SALCEDO: “Well, Senator, you know, getting real Americans put into prosecutorial positions would help bring this accountability to these lawless Democrats. There are a number of confirmations for U.S. Attorney backed up in the United States Senate right now. Some have been waiting for months. Has leader Thune committed to you that this backlog will be done away with before the August recess?”

TUBERVILLE: “Well, we’ve talked about that. We’re trying to catch up. The problem, Chris, is the Democrats are playing four corners of basketball here. Slow play. They don’t get back anytime.

It’s a lot of fundamental errors that have happened, not just from here in the Senate, but also the White House. We have to have some firepower. We have to be able to fight back. But at the end of the day, we’re gonna get this done, even if we have to stay up here weekends through August. The Democrats don’t think that we’ll stay up here and work. Guess what? We’ll stay up here and work. We’ll have enough people up here to get a quorum to make sure that we push the agenda. And if they don’t wanna take a vacation, we don’t have to take one.”

SALCEDO: “Wow. I think you’re breaking some news right there. ‘The Senate actually works.’ That’s some big news, Senator. Look, over the weekend, an off-duty CBP officer was shot in the face by an illegal alien suspect. In Wisconsin, an illegal alien was finally arrested by ICE after he allegedly decapitated a woman and stored her body three months after a nut job Illinois judge let him walk free on those gruesome charges. And then there’s Hunter Biden. He’s upset with Americans for trying to stop illegal immigration and the effort to deport illegal aliens.” […]

TUBERVILLE: “This is coming from somebody that’s never had a job, Joe Biden’s son. He’s lived off his dad for many, many years. And so whatever you get from him, you can take [with] a grain of salt. Again, but he’s coming back even at his Democrat team, the members that have actually pushed everything towards the Republicans. But 800% surge of assault on our law enforcement officers in this country. Our justice system, Chris, is in shambles.

Judges taking people that are arrested, letting them go in the front door, go out the back door. That is stopping as we speak, but we have to continue to push that. Again, the Democrats pushed a lot of these judges out in the last few years. They’re overwhelmed all over the country of being very lax on crime. But if we don’t take our neighborhoods back and our streets back, we do not have a country […] but we’ve gotta protect our law enforcement people. They get up every day, ICE, Border Patrol. They get up every day, put a badge on, a gun on their side, and not knowing whether they’re gonna come back or not.

President Trump gave them authority, and they need to take that authority. That [if they’re] shot at, they need to shoot back. We need to take advantage of what’s going on right now and make sure we take our streets back because the Democrats […] could[n’t] care less about that. They want their voters to vote for them, that’s the voters for the Democratic Party. These people are breaking all these laws all over the country.” […]

Senator Tommy Tuberville represents Alabama in the United States Senate and is a member of the Senate Armed Services, Agriculture, Veterans’ Affairs, HELP and Aging Committees.

MIL OSI USA News –

July 23, 2025

MIL-OSI Security: Special Police Officer Pleads Guilty to Violating an Arrestee’s Rights

Source: Office of United States Attorneys

WASHINGTON – Brigette O. Robertson of Washington, D.C. pled guilty today to violating the constitutional rights of a detained citizen by stomping on her face in June 2023, announced U.S. Attorney Jeanine Ferris Pirro.

Joining in the announcement was FBI Assistant Director in Charge Steven J. Jensen of the Washington Field Office.

U.S. District Judge Dabney L. Friedrich took Robertson’s guilty plea and scheduled sentencing for Oct. 21, 2025. For the offense to which she pled guilty – a misdemeanor count of violating constitutional rights – the defendant faces a potential penalty of up to one year in prison and a fine of up to $100,000.

According to court documents, on June 24, 2023, Robertson was employed by Specific Protection Services, LLC., as a Special Police Officer (SPO). She was licensed in the District of Columbia to act and to carry out law enforcement actions as a SPO. That day, while in full uniform and vested with police powers, Robertson was assigned to and providing security services at a McDonald’s restaurant on the 3900 block of Minnesota Avenue, NE.

At about 3:30 p.m., Robertson got into a verbal altercation with a patron at the restaurant. The altercation escalated into a physical confrontation. Metropolitan Police Department officers responded to the scene. After the patron was under the control of an MPD officer, the patron remained prone on the ground. Robertson stepped over the patron and, while doing so, stomped on the patron’s face. The stomp to the face caused the patron to experience pain and bleeding. The stomp was without legal justification and in violation of the individual’s constitutional rights.

Use-of-force investigations generally

The U.S. Attorney’s Office reviews police-involved use of force to determine whether sufficient evidence exists to conclude that any officers violated either federal criminal civil rights laws or District of Columbia law. To prove civil rights violations, prosecutors must typically be able to prove that the involved officers willfully used more force than was reasonably necessary. Proving “willfulness” is a heavy burden. Prosecutors must not only prove that the force used was excessive, but must also prove, beyond a reasonable doubt, that the officer acted with the deliberate and specific intent to do something the law forbids.

The U.S. Attorney’s Office remains committed to investigating allegations of excessive force by law enforcement officers and will continue to devote the resources necessary to ensure that all allegations of serious civil rights violations are investigated fully and completely.

The FBI Washington Field Office and the Metropolitan Police Department Internal Affairs Division investigated the case. Prosecuting the case is Assistant U.S. Attorney Michael Truscott for the U.S. Attorney’s Office for the District of Columbia’s Fraud, Public Corruption, and Civil Rights Section.

25cr167

MIL Security OSI –

July 23, 2025

MIL-OSI Security: ‘We knocked her out with some gummies:’ trafficker sent to prison for conspiring to smuggle toddler from Mexico

Source: Office of United States Attorneys

LAREDO, Texas – A 23-year-old Laredo woman has been ordered to prison for her role in an unaccompanied minor smuggling ring, announced U.S. Attorney Nicholas J. Ganjei.

Vanessa Valadez pleaded guilty Sept. 20, 2024, admitting she smuggled a child into the United States for financial gain.

U.S. District Judge Keith P. Ellison has now ordered her to serve 18 months in federal prison to be immediately followed by three years of supervised release.

“Those that choose to engage in the human trafficking business are not good people. They aren’t motivated by altruism or sympathy. They are paid to traffic in human beings, and they treat people they smuggle as nothing more than cargo,” said Ganjei. “The Southern District of Texas will not rest until all such smuggling rings—particularly those that deal in children—are completely eradicated.”

“The sentencing of this individual underscores the serious consequences for those who exploit and endanger vulnerable populations, especially children,” said Immigration and Customs Enforcement – Homeland Security Investigations (ICE-HSI) San Antonio Special Agent in Charge Craig S. Larrabee. “Drugging children to facilitate human smuggling is not only criminal it’s inhumane. HSI is committed to identifying and dismantling the criminal networks behind these horrific acts and ensuring those responsible are brought to justice.”

From August to September 2023, Valadez and other family members operated a child smuggling ring working to bring young illegal minors from Nuevo Laredo, Mexico, into the United States. All the children were under the age of five.

On the night of Sept. 19, 2023, members of the smuggling ring retrieved a young girl from a stash house which the organization members operated. The co-conspirators smuggled the girl across the border and delivered her to Valadez in downtown Laredo. Co-conspirators then took the child further into the United States and delivered her to unknown people.

Two days later, the ring attempted to transport another young girl. However, law enforcement intercepted them following a routine border inspection at the Juarez Lincoln Bridge in Laredo. To carry out their scheme, co-conspirators had sedated the girl with melatonin gummies and used an unlawfully obtained birth certificate to deceive authorities into believing the girl was a family member.

The investigation revealed the smuggling ring had attempted to similarly transport at least four girls into the United States, three of whom remain unidentified and their whereabouts are unknown. Members of the smuggling ring obtained birth certificates of U.S. citizen children to pose as a family unit at ports of entry to the United States. At times, organization members used melatonin gummies to sedate at least one child to ensure a successful smuggling attempt.

One text message uncovered in the investigation showed an image depicting an unconscious child and a caption, “La noquiamos con unas gomitas,” translated in English as “we knocked her out with some gummies.”

Co-conspirators Ana Laura Bryand, 47, Dallas; her niece Kayla Marie Bryand, 20, Jose Eduardo Bryand, 43, and Nancy Guadalupe Bryand, 44, all of Laredo; and Lizeth Esmeralda Bryand Arredondo, 32, Mexico, previously pleaded guilty and have all already been sentenced to federal prison.

ICE-HSI conducted the investigation with Customs and Border Protection’s Office of Field Operations and assistance from Border Patrol, Laredo Police Department, Department of Health and Human Services – Office of the Inspector General and FBI. Assistant U.S. Attorney Michael Makens and former Special Assistant U.S. Attorney Terence A. Check Jr. prosecuted the case.

MIL Security OSI –

July 23, 2025

MIL-OSI: Pulse Seismic Inc. Reports Strong Q2 2025 Financial Results and Declares Special and Regular Quarterly Dividends

Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, July 22, 2025 (GLOBE NEWSWIRE) — Pulse Seismic Inc. (TSX:PSD) (OTCQX:PLSDF) (“Pulse” or the “Company”) is pleased to report its financial and operating results for the three and six months ended June 30, 2025. The unaudited condensed consolidated interim financial statements, accompanying notes and MD&A are being filed on SEDAR+ (www.sedarplus.ca) and will be available on Pulse’s website at www.pulseseismic.com.

Today, Pulse’s Board of Directors declared a regular quarterly dividend of $0.0175 per common share and also declared a special dividend of $0.20 per common share. The total dividend declared will be approximately $11.0 million based on Pulse’s 50,755,057 common shares outstanding as of July 22, 2025, to be paid on August 20, 2025, to shareholders of record on August 13, 2025. This dividend is designated as an eligible dividend for Canadian income tax purposes. For non-resident shareholders, Pulse’s dividends are subject to Canadian withholding tax.

“In the first half of 2025 the Company has benefited from increases in traditional data sales as well as energy sector M&A, generating revenue of $41.1 million, an EBITDA margin of 86% and $27.2 million of shareholder free cashflow,” stated Neal Coleman, Pulse’s President and CEO. “Pulse’s industry leading seismic data library contains vital subsurface information used by E&P companies for risk mitigation and maximization of drilling results,” he continued. “The Company continues to rely on shareholder free cashflow as the basis for its capital allocation strategy and remains focused on returns to shareholders, as evidenced by distributing 84% of 2025 free cash flow in the form of dividends. Pulse’s Board of Directors today declared the second special dividend of 2025,” Coleman continued. “In the last 24 months, special dividends of $0.80 have been declared, in addition to the regular dividend which has increased annually and is currently set at $0.07 per year,” he concluded.

HIGHLIGHTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

The regular quarterly dividend of $0.0175 per common share declared and paid in the second quarter of 2025 was a 17% increase over the regular quarterly dividend of $0.015 per common share declared and paid in the first quarter of 2025. A special dividend of $0.20 per common share totaling $10.2 million was also declared and paid in the first quarter of 2025;

The Company renewed its Normal Course Issuer Bid (NCIB) on February 24, 2025. During the six months ended June 30, 2025, the Company purchased and cancelled 80,600 shares under the NCIB at an average price of $2.43 per share, for total cost of approximately $197,000;
Total revenue for the three months ended June 30, 2025, was $18.3 million, compared to $6.3 million for the same period in 2024. Total revenue for the six months ended June 30, 2025, was $41.1 million, compared to $15.1 million for the same period in 2024. Revenue generated in the first half of 2025 reflects an increase of 71% compared to the last three years average of annual revenue;

Shareholder free cash flow^(a) was $11.7 million ($0.23 per share basic and diluted) for the three months ended June 30, 2025, compared to $3.9 million ($0.07 per share basic and diluted) for the same period in 2024. Shareholder free cash flow was $27.2 million ($0.53 per share basic and diluted) for the six months ended June 30, 2025, compared to $8.9 million ($0.17 per share basic and diluted) for the same period in 2024;

EBITDA^(a) was $15.2 million ($0.30 per share basic and diluted) for the three months ended June 30, 2025, compared to $4.4 million ($0.0.09 per share basic and diluted) for the same period in 2024. For the six months ended June 30, 2025, EBITDA was $35.3 million ($0.69 per share basic and diluted) compared to $10.6 million ($0.21 per share basic and diluted) for the same period in 2024;

Net earnings for the three months ended June 30, 2025, was $9.6 million ($0.19 per share basic and diluted) compared to net earnings of $1.3 million ($0.03 per share basic and diluted) for the same period in 2024. Net earnings for the six months ended June 30, 2025, was $22.9 million ($0.45 per share basic and diluted) compared to net earnings of $4.0 million ($0.08 per share basic and diluted) for the same period in 2024; and

At June 30, 2025, the Company had a cash balance of $25.9 million as well as $5.0 million of available liquidity on its revolving demand credit facility.

SELECTED FINANCIAL AND OPERATING INFORMATION


(Thousands of dollars except per share data,	Three months ended June 30,			Six months ended June 30,		Year ended,
numbers of shares and kilometres of seismic data)	2025	2024		2025	2024	December 31,
	(Unaudited)			(Unaudited)		2024
Revenue	18,316	6,300		41,075	15,077	23,379

Amortization of seismic data library	2,224	2,279		4,449	4,549	9,090
Net earnings	9,565	1,341		22,940	4,022	3,391
Per share basic and diluted	0.19	0.03		0.45	0.08	0.07
Cash provided by (used in) operating activities	12,543	(1,269	)	29,158	9,195	14,195
Per share basic and diluted	0.25	(0.02	)	0.57	0.18	0.28
EBITDA ^(a)	15,238	4,418		35,286	10,647	15,496
Per share basic and diluted ^(a)	0.30	0.09		0.69	0.21	0.30
Shareholder free cash flow ^(a)	11,733	3,869		27,152	8,907	12,408
Per share basic and diluted ^(a)	0.23	0.07		0.53	0.17	0.24

Capital expenditures
Seismic data	–	–		–	225	225
Property and equipment	–	–		–	–	45
Total capital expenditures	–	–		–	225	270

Dividends
Regular dividends declared	885	775		1,648	1,490	3,018
Special dividends declared	–	–		10,167	–	2,548
Total dividends declared	885	775		11,815	1,490	5,566

Normal course issuer bid
Number of shares purchased and cancelled	37,300	539,500		80,600	1,166,800	1,784,000
Cost of shares purchased and cancelled	91	1,222		197	2,407	3,880

Weighted average shares outstanding
Basic and diluted	50,761,321	51,734,590		50,795,174	51,928,298	51,448,985
Shares outstanding at period-end				50,755,057	51,455,063	50,837,863

Seismic library
2D in kilometres				829,207	829,207	829,207
3D in square kilometres				65,310	65,310	65,310

FINANCIAL POSITION AND RATIO
	June 30,	June 30,	December 31,
(Thousands of dollars except ratio)	2025	2024	2024
Working capital	24,202	10,996	9,222
Working capital ratio	4.8:1	4.0:1	5.1:1
Cash and cash equivalents	25,876	9,392	8,722
Total assets	36,479	29,184	21,516
Trailing 12 -month (TTM) EBITDA^(b)	40,135	27,528	15,496
Shareholders’ equity	29,177	25,177	18,295

^(a)The Company’s continuous disclosure documents provide discussion and analysis of “EBITDA”, “EBITDA per share”, “shareholder free cash flow” and “shareholder free cash flow per share”. These financial measures do not have standard definitions prescribed by IFRS and, therefore, may not be comparable to similar measures disclosed by other companies. The Company has included these non-GAAP financial measures because management, investors, analysts and others use them as measures of the Company’s financial performance. The Company’s definition of EBITDA is cash available for interest payments, cash taxes, repayment of debt, purchase of its shares, discretionary capital expenditures and the payment of dividends, and is calculated as earnings (loss) from operations before interest, taxes, depreciation and amortization. The Company believes EBITDA assists investors in comparing Pulse’s results on a consistent basis without regard to non-cash items, such as depreciation and amortization, which can vary significantly depending on accounting methods or non-operating factors such as historical cost. EBITDA per share is defined as EBITDA divided by the weighted average number of shares outstanding for the period. Shareholder free cash flow further refines the calculation of capital available to invest in growing the Company’s 2D and 3D seismic data library, to repay debt, to purchase its common shares and to pay dividends by deducting non-discretionary expenditures from EBITDA. Non-discretionary expenditures are defined as non-cash expenses, debt financing costs (net of deferred financing expenses amortized in the current period), net restructuring costs and current tax provisions. Shareholder free cash flow per share is defined as shareholder free cash flow divided by the weighted average number of shares outstanding for the period.
These non-GAAP financial measures are defined, calculated and reconciled to the nearest GAAP financial measures in the Management’s Discussion and Analysis.
^(b) TTM EBITDA is defined as the sum of EBITDA generated over the previous 12 months and is used to provide a comparable annualized measure.
These non-GAAP financial measures are defined, calculated and reconciled to the nearest GAAP financial measures in the Management’s Discussion and Analysis.

OUTLOOK
Pulse had a very strong first half year, generating revenue of $41.1 million and ending the quarter with $24.2 million of working capital including $25.9 million in cash. These financial results have provided capital returns to shareholders, strengthened the balance sheet, and positioned the Company for solid financial performance in 2025.

Pulse’s ability to forecast future revenue continues to be challenging, as significant annual fluctuations are the norm in the seismic data library business. Industry trends that we consider relevant as we look forward include land sales in Western Canada, drilling forecasts for the year, commodity price levels, M&A forecasts and the status of industry infrastructure improvements. It is difficult to predict in the midst of the current market dynamics how this will unfold through the remainder of 2025. M&A activity for the year so far, has surpassed many analysts’ earlier expectations and is expected to remain strong for the remainder of 2025. Lower oil prices have contributed to decreased corporate valuations which often lead to acquisition opportunities. Alberta land sales through 2024 were strong, but at midpoint in 2025 have generated just over half the amount for the same period in 2024. In British Columbia land sales were resumed in Q3 2024 after a pause of over three years. New infrastructure, such as the TMX pipeline expansion, a driver of increased drilling activity, which was completed in 2024 has provided increased export capacity. The Canadian Association of Energy Contractors, in November 2024 forecast an increase to 6,604 wells to be drilled in 2025, an approximate 7% increase over 2024. There has been no update published to this forecast, and drilling activity is reported to be relatively stable. LNG Canada’s liquified natural gas export facility is now operational and is expected to contribute to increased drilling and may lead to an improvement in Canadian natural gas prices.

Of course, there continues to be a high level of uncertainty on political and economic fronts. Uncertainty around energy tariffs and trade policy between Canada and the United States, are contributing to the lack of clarity for the future. It is clear that Canada needs to continue to build pipelines and increase natural gas egress, to support the country’s energy security, as well as to secure new buyers of Canadian energy.

Pulse, as previously stated, has low visibility regarding future seismic data library sales levels, regardless of industry conditions. The Company remains focused on business practices that have served throughout the full range of conditions. The Company maintains a strong balance sheet and carries no debt. Led by an experienced and capable management team, Pulse operates with a low-cost structure and focuses on maintaining excellent client relations and providing exceptional customer service. Pulse’s strong financial position, high leverage to increased revenue in its EBITDA margin and careful management of its cash resources continue to translate to the return of capital to shareholders through regular and special dividends.

CORPORATE PROFILE

Pulse is a market leader in the acquisition, marketing and licensing of 2D and 3D seismic data to the western Canadian energy sector. Pulse owns the largest licensable seismic data library in Canada, currently consisting of approximately 65,310 square kilometres of 3D seismic and 829,207 kilometres of 2D seismic. The library extensively covers the Western Canada Sedimentary Basin, where most of Canada’s oil and natural gas exploration and development occur.

For further information, please contact:
Neal Coleman, President and CEO
Or
Pamela Wicks, Vice President Finance and CFO
Tel.: 403-237-5559
Toll-free: 1-877-460-5559
E-mail: info@pulseseismic.com.
Please visit our website at www.pulseseismic.com

This document contains information that constitutes “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities legislation. Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “forecast”, “target”, “project”, “guidance”, “may”, “will”, “should”, “could”, “estimate”, “predict” or similar words suggesting future outcomes or language suggesting an outlook.

The Outlook section herein contain forward-looking information which includes, but is not limited to, statements regarding:

> The outlook of the Company for the year ahead, including future operating costs and expected revenues;

> Recent events on the political, economic, regulatory, and legal fronts affecting the industry’s medium- to longer-term prospects, including progression and completion of contemplated infrastructure projects;

> The Company’s capital resources and sufficiency thereof to finance future operations, meet its obligations associated with financial liabilities and carry out the necessary capital expenditures through 2025;

> Pulse’s capital allocation strategy;

> Pulse’s dividend policy;

> Oil and natural gas prices and forecast trends;

> Oil and natural gas drilling activity and land sales activity;

> Oil and natural gas company capital budgets;

> Future demand for seismic data;

> Future seismic data sales;

> Pulse’s business and growth strategy; and

> Other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results and performance, as they relate to the Company or to the oil and natural gas industry as a whole.

By its very nature, forward-looking information involves inherent risks and uncertainties, both general and specific, and risks that predictions, forecasts, projections and other forward-looking statements will not be achieved. Pulse does not publish specific financial goals or otherwise provide guidance, due to the inherently poor visibility of seismic revenue. The Company cautions readers not to place undue reliance on these statements as a number of important factors could cause the actual results to differ materially from the beliefs, plans, objectives, expectations and anticipations, estimates and intentions expressed in such forward-looking information.

These factors include, but are not limited to:

> Uncertainty of the timing and volume of data sales;

> Volatility of oil and natural gas prices;

> Risks associated with the oil and natural gas industry in general;

> The Company’s ability to access external sources of debt and equity capital;

> Credit, liquidity and commodity price risks;

> The demand for seismic data;

> The pricing of data library licence sales;

> Cybersecurity;

> Relicensing (change-of-control) fees and partner copy sales;

> Environmental, health and safety risks;

> Federal and provincial government laws and regulations, including those pertaining to taxation, royalty rates, environmental protection, public health and safety;

> Competition;

> Dependence on key management, operations and marketing personnel;

> The loss of seismic data;

> Protection of intellectual property rights;

> The introduction of new products; and

> Climate change.

Pulse cautions that the foregoing list of factors that may affect future results is not exhaustive. Additional information on these risks and other factors which could affect the Company’s operations and financial results is included under “Risk Factors” in the Company’s most recent annual information form, and in the Company’s most recent audited annual financial statements, most recent MD&A, management information circular, quarterly reports, material change reports and news releases. Copies of the Company’s public filings are available on SEDAR+ at www.sedarplus.ca.

When relying on forward-looking information to make decisions with respect to Pulse, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Furthermore, the forward-looking information contained in this document is provided as of the date of this document and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking information, except as required by law. The forward-looking information in this document is provided for the limited purpose of enabling current and potential investors to evaluate an investment in Pulse. Readers are cautioned that such forward-looking information may not be appropriate, and should not be used, for other purposes.

PDF available: http://ml.globenewswire.com/Resource/Download/8df92694-2a01-45f3-b5b4-ecc0f5bd6edb

The MIL Network –

July 23, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

Net Income	Diluted EPS	Net Interest Margin¹	ROAA¹	ROATCE¹
$47.4 million	$0.52	3.49%	1.00%	11.24%
$57.4 million (adj)²	$0.63 (adj)²	3.33% (adj)²	1.21% (adj)²	13.61% (adj)²

MESSAGE FROM OUR CHAIRMAN & CEO

This quarter’s bank merger and data conversion represents a significant milestone for our organization, as we officially welcome CrossFirst Bank customers to Busey Bank. We are proud to offer a premier, full-service banking experience for both consumer and commercial clients, with 78 locations spanning 10 states. Our comprehensive services also include a robust wealth management platform and cutting-edge payment technology solutions through FirsTech, Inc. This transformational partnership allows us to enhance Busey’s rich 157-year legacy of service excellence, further advancing our organization for the benefit of all our Pillars—associates, customers, communities, and shareholders.

Van A. Dukeman
Chairman and Chief Executive Officer

FINANCIAL RESULTS

CONDENSED CONSOLIDATED STATEMENTS OF INCOME *(unaudited)*

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

Basic earnings (loss) per common share	$	0.53		$	(0.44	)	$	0.48		$	0.22		$	0.95
Diluted earnings (loss) per common share	$	0.52		$	(0.44	)	$	0.47		$	0.22		$	0.94
Effective income tax rate		26.52	%		8.20	%		28.80	%		45.31	%		26.98	%

___________________________________________

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

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

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

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

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

Pre-Provision Net Revenue²

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

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

Net Interest Income and Net Interest Margin²

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

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

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

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

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

Noninterest Income

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

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

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

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

Noteworthy components of noninterest income are as follows:

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

Operating Efficiency

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

___________________________________________

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

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

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

Noteworthy components of noninterest expense are as follows:

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

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

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

BALANCE SHEET STRENGTH

CONDENSED CONSOLIDATED BALANCE SHEETS *(unaudited)*

	As of
(dollars in thousands, except per share amounts)	June 30, 2025			March 31, 2025			June 30, 2024
ASSETS
Cash and cash equivalents	$	752,352		$	1,200,292		$	285,269
Debt securities available for sale		2,217,788			2,273,874			1,829,896
Debt securities held to maturity		802,965			815,402			851,261
Equity securities		16,171			10,828			9,618
Loans held for sale		10,497			7,270			11,286
Portfolio loans		13,808,619			13,868,357			7,998,912
Allowance for credit losses		(183,334	)		(195,210	)		(85,226	)
Restricted bank stock		77,112			53,518			6,884
Premises and equipment, net		181,394			182,003			121,647
Right of use assets		38,065			40,594			11,137
Goodwill and other intangible assets, net		488,181			496,118			370,580
Other assets		708,930			711,206			560,152
Total assets	$	18,918,740		$	19,464,252		$	11,971,416

LIABILITIES & STOCKHOLDERS’ EQUITY
Liabilities
Deposits:
Noninterest-bearing deposits	$	3,590,363		$	3,693,070		$	2,832,776
Interest-bearing checking, savings, and money market deposits		9,578,953			9,675,324			5,619,470
Time deposits		2,632,456			3,091,076			1,523,889
Total deposits		15,801,772			16,459,470			9,976,135
Securities sold under agreements to repurchase		158,030			137,340			140,283
Short-term borrowings		—			11,209			—
Long-term debt		189,726			313,535			227,245
Junior subordinated debt owed to unconsolidated trusts		77,187			77,117			74,693
Lease liabilities		39,235			41,111			11,469
Other liabilities		240,244			244,864			207,781
Total liabilities		16,506,194			17,284,646			10,637,606

Stockholders’ equity
Retained earnings		273,799			249,484			261,820
Accumulated other comprehensive income (loss)		(155,311	)		(172,810	)		(220,326	)
Other stockholders’ equity¹		2,294,058			2,102,932			1,292,316
Total stockholders’ equity		2,412,546			2,179,606			1,333,810
Total liabilities & stockholders’ equity	$	18,918,740		$	19,464,252		$	11,971,416

___________________________________________

Net balance of preferred stock ($0.001 par value), common stock ($0.001 par value), additional paid-in capital, and treasury stock.

AVERAGE BALANCES *(unaudited)*

	Three Months Ended						Six Months Ended
(dollars in thousands)	June 30, 2025		March 31, 2025		June 30, 2024		June 30, 2025		June 30, 2024
ASSETS
Cash and cash equivalents	$	868,164	$	861,021	$	346,381	$	864,613	$	470,287
Investment securities		3,083,284		2,782,435		2,737,313		2,933,690		2,822,228
Loans held for sale		6,899		3,443		9,353		5,181		7,093
Portfolio loans		13,840,190		9,838,337		8,010,636		11,850,318		7,804,976
Interest-earning assets		17,700,356		13,363,594		11,000,785		15,543,955		11,003,344
Total assets		19,068,086		14,831,298		12,089,692		16,961,396		12,056,950

LIABILITIES & STOCKHOLDERS’ EQUITY
Noninterest-bearing deposits		3,542,617		3,036,127		2,816,293		3,290,770		2,762,439
Interest-bearing deposits		12,450,529		9,142,781		7,251,582		10,805,793		7,290,844
Total deposits		15,993,146		12,178,908		10,067,875		14,096,563		10,053,283
Federal funds purchased and securities sold under agreements to repurchase		141,978		144,838		144,370		143,400		161,514
Interest-bearing liabilities		12,985,015		9,627,841		7,725,832		11,315,702		7,778,744
Total liabilities		16,783,504		12,896,222		10,757,877		14,850,601		10,753,180
Stockholders’ equity – preferred		103,619		2,669		—		53,423		—
Stockholders’ equity – common		2,180,963		1,932,407		1,331,815		2,057,372		1,303,770
Tangible common equity¹		1,686,490		1,521,387		955,591		1,604,394		939,150

___________________________________________

See “Non-GAAP Financial Information” for reconciliation.

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

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

Portfolio Loans

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

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

Asset Quality

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

ASSET QUALITY *(unaudited)*

	As of
(dollars in thousands)	June 30, 2025			March 31, 2025			June 30, 2024
Total assets	$	18,918,740		$	19,464,252		$	11,971,416
Portfolio loans		13,808,619			13,868,357			7,998,912
Loans 30 – 89 days past due		42,188			18,554			23,463
Non-performing loans:
Non-accrual loans		53,614			48,647			8,393
Loans 90+ days past due and still accruing		941			6,077			712
Non-performing loans		54,555			54,724			9,105
Other non-performing assets		3,596			4,757			90
Non-performing assets		58,151			59,481			9,195
Substandard (excludes 90+ days past due)		117,580			131,078			86,579
Classified assets	$	175,731		$	190,559		$	95,774

Allowance for credit losses	$	183,334		$	195,210		$	85,226

RATIOS
Non-performing loans to portfolio loans		0.40	%		0.39	%		0.11	%
Non-performing assets to total assets		0.31	%		0.31	%		0.08	%
Non-performing assets to portfolio loans and other non-performing assets		0.42	%		0.43	%		0.11	%
Allowance for credit losses to portfolio loans		1.33	%		1.41	%		1.07	%
Coverage ratio of the allowance for credit losses to non-performing loans	3.36 x			3.57 x			9.36 x
Classified assets to Bank Tier 1 capital¹and reserves		7.70	%		8.40	%		6.40	%

___________________________________________

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

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

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

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

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

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

NET CHARGE-OFFS (RECOVERIES) AND PROVISION EXPENSE (RELEASE) *(unaudited)*

	Three Months Ended							Six Months Ended
(dollars in thousands)	June 30, 2025		March 31, 2025		June 30, 2024			June 30, 2025		June 30, 2024
Net charge-offs (recoveries)	$	12,882	$	31,429	$	9,856		$	44,311	$	15,072

Provision for loan losses¹	$	1,005	$	42,452	$	2,277		$	43,457	$	7,315
Provision for unfunded commitments²		4,695		3,141		(369	)		7,836		(1,047	)
Provision for credit losses³	$	5,700	$	45,593	$	1,908		$	51,293	$	6,268

___________________________________________

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

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

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

Deposits

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

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

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

Borrowings

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

Liquidity

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

Capital Strength

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

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

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

Dividends

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

Series B Preferred Stock Issuance

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

Share Repurchases

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

SECOND QUARTER EARNINGS INVESTOR PRESENTATION

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

CORPORATE PROFILE

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

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

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

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

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

NON-GAAP FINANCIAL INFORMATION

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

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

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

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (Unaudited)

Pre-Provision Net Revenue and Related Measures

		Three Months Ended									Six Months Ended
(dollars in thousands)		June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Net interest income (GAAP)		$	153,183		$	103,731		$	82,532		$	256,914		$	158,386
Total noninterest income (GAAP)			44,863			21,223			33,703			66,086			68,616
Net security (gains) losses (GAAP)			(5,997	)		15,768			353			9,771			6,728
Total noninterest expense (GAAP)¹			(127,833	)		(112,030	)		(75,906	)		(239,863	)		(147,353	)
Pre-provision net revenue (Non-GAAP)	[a]		64,216			28,692			40,682			92,908			86,377
Acquisition and restructuring expenses, excluding initial provision expenses			16,600			26,026			2,212			42,626			2,620
Realized net (gains) losses on the sale of mortgage service rights			—			—			(277	)		—			(7,742	)
Adjusted pre-provision net revenue (Non-GAAP)	[b]	$	80,816		$	54,718		$	42,617		$	135,534		$	81,255

Average total assets	[c]	$	19,068,086		$	14,831,298		$	12,089,692		$	16,961,396		$	12,056,950

Pre-provision net revenue to average total assets (Non-GAAP)²	[a÷c]		1.35	%		0.78	%		1.35	%		1.10	%		1.44	%
Adjusted pre-provision net revenue to average total assets (Non-GAAP)²	[b÷c]		1.70	%		1.50	%		1.42	%		1.61	%		1.36	%

___________________________________________

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

Adjusted Net Income, Average Tangible Common Equity, and Related Ratios

		Three Months Ended									Six Months Ended
(dollars in thousands, except per share amounts)		June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Net income (loss) (GAAP)	[a]	$	47,404		$	(29,990	)	$	27,357		$	17,414		$	53,582
Day 2 provision for credit losses¹			—			45,572			—			45,572			—
Adjustment of initial provision for unfunded commitments due to adoption of new model¹			4,030			—			—			4,030			—
Other acquisition expenses			16,600			26,026			2,212			42,626			2,497
Restructuring expenses			—			—			—			—			123
Net securities (gains) losses			(5,997	)		15,768			353			9,771			6,728
Realized net (gains) losses on the sale of mortgage servicing rights			—			—			(277	)		—			(7,742	)
Related tax (benefit) expense²			(4,971	)		(22,069	)		(572	)		(27,040	)		(402	)
Non-recurring deferred tax adjustment³			328			4,591			1,446			4,919			1,446
Adjusted net income (Non-GAAP)⁴	[b]		57,394			39,898			30,519			97,292			56,232
Preferred dividends	[c]		155			—			—			155			—
Adjusted net income available to common stockholders (Non-GAAP)	[d]	$	57,239		$	39,898		$	30,519		$	97,137		$	56,232

Weighted average number of common shares outstanding, diluted (GAAP)	[e]		90,883,711			68,517,647			57,853,231			80,251,577			57,129,865
Diluted earnings (loss) per common share (GAAP)	[(a-c)÷e]	$	0.52		$	(0.44	)	$	0.47		$	0.22		$	0.94

Weighted average number of common shares outstanding, diluted (Non-GAAP)⁵	[f]		90,883,711			69,502,717			57,853,231			80,251,577			57,129,865
Adjusted diluted earnings per common share (Non-GAAP)^5,6	[d÷f]	$	0.63		$	0.57		$	0.53		$	1.21		$	0.98

Average total assets	[g]	$	19,068,086		$	14,831,298		$	12,089,692		$	16,961,396		$	12,056,950
Return on average assets (Non-GAAP)⁶	[a÷g]		1.00	%	(0.82)%				0.91	%		0.21	%		0.89	%
Adjusted return on average assets (Non-GAAP)⁴^,⁶	[b÷g]		1.21	%		1.09	%		1.02	%		1.16	%		0.94	%

Average common equity		$	2,180,963		$	1,932,407		$	1,331,815		$	2,057,372		$	1,303,770
Average goodwill and other intangible assets, net			(494,473	)		(411,020	)		(376,224	)		(452,978	)		(364,620	)
Average tangible common equity (Non-GAAP)	[h]	$	1,686,490		$	1,521,387		$	955,591		$	1,604,394		$	939,150

Return on average tangible common equity (Non-GAAP)⁶	[(a-c)÷h]		11.24	%	(7.99)%				11.51	%		2.17	%		11.47	%
Adjusted return on average tangible common equity (Non-GAAP)⁴^,⁶	[d÷h]		13.61	%		10.64	%		12.85	%		12.21	%		12.04	%

___________________________________________

The Day 2 provision represents the initial provision for credit losses recorded in connection with the CrossFirst acquisition to establish an allowance on non-PCD loans and unfunded commitments and is reflected within the provision for credit losses line on the Statement of Income.
Tax benefits were calculated for the year-to-date periods using tax rates of 26.51% and 25.03% for the six months ended June 30, 2025 and 2024, respectively. Tax benefits for the quarterly periods were calculated as the year-to-date tax amounts less the tax reported for previous quarters during the year.
A deferred valuation tax adjustment in 2025 was recorded in connection with the CrossFirst acquisition and the expansion of Busey’s footprint into new states. Additionally, 2025 includes a write-off of deferred tax assets related to non-deductible acquisition-related expenses. A deferred tax valuation adjustment in 2024 resulted from a change to Busey’s Illinois apportionment rate due to recently enacted regulations. Deferred tax adjustments are reflected within the income taxes line on the Statement of Income.
Beginning in 2025, Busey revised its calculation of adjusted net income for all periods presented to include, as applicable, adjustments for net securities gains and losses, realized net gains and losses on the sale of mortgage servicing rights, and one-time deferred tax valuation adjustments. In 2024, these adjusting items were presented as further adjustments to adjusted net income.
Dilution includes shares that would have been dilutive if there had been net income during the period.
Annualized measure.

Tax-Equivalent Net Interest Income, Adjusted Net Interest Income, Net Interest Margin, and Adjusted Net Interest Margin

		Three Months Ended									Six Months Ended
(dollars in thousands)		June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Net interest income (GAAP)		$	153,183		$	103,731		$	82,532		$	256,914		$	158,386
Tax-equivalent adjustment¹			791			537			402			1,328			851
Tax-equivalent net interest income (Non-GAAP)	[a]		153,974			104,268			82,934			258,242			159,237
Purchase accounting accretion related to business combinations			(7,119	)		(2,728	)		(812	)		(9,847	)		(1,016	)
Adjusted net interest income (Non-GAAP)	[b]	$	146,855		$	101,540		$	82,122		$	248,395		$	158,221

Average interest-earning assets (Non-GAAP)	[c]	$	17,700,356		$	13,363,594		$	11,000,785		$	15,543,955		$	11,003,344

Net interest margin (Non-GAAP)²	[a÷c]		3.49	%		3.16	%		3.03	%		3.35	%		2.91	%
Adjusted net interest margin (Non-GAAP)²	[b÷c]		3.33	%		3.08	%		3.00	%		3.22	%		2.89	%

___________________________________________

Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.
Annualized measure.

Adjusted Noninterest Income, Revenue Measures, Adjusted Noninterest Expense, Efficiency Ratios, and Adjusted Noninterest Expense to Average Assets

		Three Months Ended									Six Months Ended
(dollars in thousands)		June 30, 2025			March 31, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Net interest income (GAAP)	[a]	$	153,183		$	103,731		$	82,532		$	256,914		$	158,386
Tax-equivalent adjustment¹			791			537			402			1,328			851
Tax-equivalent net interest income (Non-GAAP)	[b]		153,974			104,268			82,934			258,242			159,237

Total noninterest income (GAAP)			44,863			21,223			33,703			66,086			68,616
Net security (gains) losses			(5,997	)		15,768			353			9,771			6,728
Noninterest income excluding net securities gains and losses (Non-GAAP)	[c]		38,866			36,991			34,056			75,857			75,344
Realized net (gains) losses on the sale of mortgage service rights			—			—			(277	)		—			(7,742	)
Adjusted noninterest income (Non-GAAP)	[d]	$	38,866		$	36,991		$	33,779		$	75,857		$	67,602

Tax-equivalent revenue (Non-GAAP)	[e = b+c]	$	192,840		$	141,259		$	116,990		$	334,099		$	234,581
Adjusted tax-equivalent revenue (Non-GAAP)	[f = b+d]		192,840			141,259			116,713			334,099			226,839
Operating revenue (Non-GAAP)	[g = a+d]		192,049			140,722			116,311			332,771			225,988

Adjusted noninterest income to operating revenue (Non-GAAP)	[d÷g]		20.24	%		26.29	%		29.04	%		22.80	%		29.91	%

Total noninterest expense (GAAP)²		$	127,833		$	112,030		$	75,906		$	239,863		$	147,353
Amortization of intangible assets			(4,592	)		(3,083	)		(2,629	)		(7,675	)		(5,038	)
Noninterest expense excluding amortization of intangible assets (Non-GAAP)²	[h]		123,241			108,947			73,277			232,188			142,315
Acquisition and restructuring expenses, excluding initial provision expenses			(16,600	)		(26,026	)		(2,212	)		(42,626	)		(2,620	)
Adjusted noninterest expense (Non-GAAP)²	[i]	$	106,641		$	82,921		$	71,065		$	189,562		$	139,695

Efficiency ratio (Non-GAAP)²	[h÷e]		63.91	%		77.13	%		62.64	%		69.50	%		60.67	%
Adjusted efficiency ratio (Non-GAAP)²	[i÷f]		55.30	%		58.70	%		60.89	%		56.74	%		61.58	%

Average total assets	[j]	$	19,068,086		$	14,831,298		$	12,089,692		$	16,961,396		$	12,056,950
Adjusted noninterest expense to average assets (Non-GAAP)²^,³	[i÷j]		2.24	%		2.27	%		2.36	%		2.25	%		2.33	%

___________________________________________

Tax-equivalent adjustments were calculated using an estimated federal income tax rate of 21%, applied to non-taxable interest income on investments and loans.
Beginning in the second quarter of 2025, Busey revised its presentation, for all periods presented, to reclassify the provision for unfunded commitments so that it is now included within the provision for credit losses; therefore, it is no longer included within total noninterest expense. This change affects all measures and ratios derived from total noninterest expense.
Annualized measure.

Tangible Assets, Tangible Common Equity, and Related Measures and Ratio

		As of
*(dollars in thousands, except per share amounts)*		June 30, 2025			March 31, 2025			June 30, 2024
Total assets (GAAP)		$	18,918,740		$	19,464,252		$	11,971,416
Goodwill and other intangible assets, net			(488,181	)		(496,118	)		(370,580	)
Tangible assets (Non-GAAP)¹	[a]	$	18,430,559		$	18,968,134		$	11,600,836

Total stockholders’ equity (GAAP)		$	2,412,546		$	2,179,606		$	1,333,810
Preferred stock and additional paid in capital on preferred stock			(215,197	)		(7,750	)		—
Common equity	[b]		2,197,349			2,171,856			1,333,810
Goodwill and other intangible assets, net			(488,181	)		(496,118	)		(370,580	)
Tangible common equity (Non-GAAP)¹	[c]	$	1,709,168		$	1,675,738		$	963,230

Tangible common equity to tangible assets (Non-GAAP)¹	[c÷a]		9.27	%		8.83	%		8.30	%

Ending number of common shares outstanding (GAAP)	[d]		89,104,678			90,008,178			56,746,937
Book value per common share (Non-GAAP)	[b÷d]	$	24.66		$	24.13		$	23.50
Tangible book value per common share (Non-GAAP)	[c÷d]	$	19.18		$	18.62		$	16.97

___________________________________________

Beginning in 2025, Busey revised its calculation of tangible assets and tangible common equity for all periods presented to exclude any tax adjustment.

Core Deposits and Related Ratio

		As of
*(dollars in thousands)*		June 30, 2025			March 31, 2025			June 30, 2024
Total deposits (GAAP)	[a]	$	15,801,772		$	16,459,470		$	9,976,135
Brokered deposits, excluding brokered time deposits of $250,000 or more			(353,614	)		(722,224	)		(43,089	)
Time deposits of $250,000 or more			(827,762	)		(867,035	)		(314,461	)
Core deposits (Non-GAAP)	[b]	$	14,620,396		$	14,870,211		$	9,618,585

Core deposits to total deposits (Non-GAAP)	[b÷a]		92.52	%		90.34	%		96.42	%

FORWARD-LOOKING STATEMENTS

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

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

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

END NOTES

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

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

The MIL Network –

July 23, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

Quarterly Highlights

Merger with The First Bancshares, Inc.

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

Earnings

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

Balance Sheet

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

Capital and Stock Repurchase Program

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

Credit Quality

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

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

Income Statement

(Dollars in thousands, except per share data)	Three Months Ended													Six Months Ended
	Jun 30, 2025		Mar 31, 2025		Dec 31, 2024			Sep 30, 2024			Jun 30, 2024			Jun 30, 2025		Jun 30, 2024
Interest income
Loans held for investment	$	301,794	$	196,566	$	199,240		$	202,655		$	198,397		$	498,360	$	390,787
Loans held for sale		4,639		3,008		3,564			4,212			3,530			7,647		5,838
Securities		28,408		12,117		10,510			10,304			10,410			40,525		21,110
Other		9,057		8,639		12,030			11,872			7,874			17,696		15,655
Total interest income		343,898		220,330		225,344			229,043			220,211			564,228		433,390
Interest expense
Deposits		111,921		79,386		85,571			90,787			87,621			191,307		170,234
Borrowings		13,118		6,747		6,891			7,258			7,564			19,865		14,840
Total interest expense		125,039		86,133		92,462			98,045			95,185			211,172		185,074
Net interest income		218,859		134,197		132,882			130,998			125,026			353,056		248,316
Provision for credit losses
Provision for loan losses		75,400		2,050		3,100			1,210			4,300			77,450		6,938
Provision for (Recovery of) unfunded commitments		5,922		2,700		(500	)		(275	)		(1,000	)		8,622		(1,200	)
Total provision for credit losses		81,322		4,750		2,600			935			3,300			86,072		5,738
Net interest income after provision for credit losses		137,537		129,447		130,282			130,063			121,726			266,984		242,578
Noninterest income		48,334		36,395		34,218			89,299			38,762			84,729		80,143
Noninterest expense		183,204		113,876		114,747			121,983			111,976			297,080		224,888
Income before income taxes		2,667		51,966		49,753			97,379			48,512			54,633		97,833
Income taxes		1,649		10,448		5,006			24,924			9,666			12,097		19,578
Net income	$	1,018	$	41,518	$	44,747		$	72,455		$	38,846		$	42,536	$	78,255

Adjusted net income (non-GAAP)⁽¹⁾	$	65,877	$	42,111	$	46,458		$	42,960		$	38,846		$	107,987	$	75,421
Adjusted pre-provision net revenue (“PPNR”) (non-GAAP)⁽¹⁾	$	103,001	$	57,507	$	54,177		$	56,238		$	51,812		$	160,508	$	100,043

Basic earnings per share	$	0.01	$	0.65	$	0.70		$	1.18		$	0.69		$	0.54	$	1.39
Diluted earnings per share		0.01		0.65		0.70			1.18			0.69			0.53		1.38
Adjusted diluted earnings per share (non-GAAP)⁽¹⁾		0.69		0.66		0.73			0.70			0.69			1.36		1.33
Average basic shares outstanding		94,580,927		63,666,419		63,565,437			61,217,094			56,342,909			79,209,073		56,275,628
Average diluted shares outstanding		95,136,160		64,028,025		64,056,303			61,632,448			56,684,626			79,671,775		56,607,947
Cash dividends per common share	$	0.22	$	0.22	$	0.22		$	0.22		$	0.22		$	0.44	$	0.44

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

Performance Ratios

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

Capital and Balance Sheet Ratios

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

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

_{⁽²⁾ Preliminary}

Noninterest Income and Noninterest Expense

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

Mortgage Banking Income

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

Balance Sheet

(Dollars in thousands)	As of
	Jun 30, 2025			Mar 31, 2025			Dec 31, 2024			Sep 30, 2024			Jun 30, 2024
Assets
Cash and cash equivalents	$	1,378,612		$	1,091,339		$	1,092,032		$	1,275,620		$	851,906
Securities held to maturity, at amortized cost		1,076,817			1,101,901			1,126,112			1,150,531			1,174,663
Securities available for sale, at fair value		2,471,487			1,002,056			831,013			764,844			749,685
Loans held for sale, at fair value		356,791			226,003			246,171			291,735			266,406
Loans held for investment		18,563,447			13,055,593			12,885,020			12,627,648			12,604,755
Allowance for credit losses on loans		(290,770	)		(203,931	)		(201,756	)		(200,378	)		(199,871	)
Loans, net		18,272,677			12,851,662			12,683,264			12,427,270			12,404,884
Premises and equipment, net		465,100			279,011			279,796			280,550			280,966
Other real estate owned		11,750			8,654			8,673			9,136			7,366
Goodwill		1,419,782			988,898			988,898			988,898			991,665
Other intangibles		163,751			13,025			14,105			15,238			16,397
Bank-owned life insurance		486,613			337,502			391,810			389,138			387,791
Mortgage servicing rights		64,539			72,902			72,991			71,990			72,092
Other assets		457,056			298,428			300,003			293,890			306,570
Total assets	$	26,624,975		$	18,271,381		$	18,034,868		$	17,958,840		$	17,510,391

Liabilities and Shareholders’ Equity
Liabilities
Deposits:
Noninterest-bearing	$	5,356,153		$	3,541,375		$	3,403,981		$	3,529,801		$	3,539,453
Interest-bearing		16,226,484			11,230,720			11,168,631			10,979,950			10,715,760
Total deposits		21,582,637			14,772,095			14,572,612			14,509,751			14,255,213
Short-term borrowings		405,349			108,015			108,018			108,732			232,741
Long-term debt		556,976			433,309			430,614			433,177			428,677
Other liabilities		301,159			230,857			245,306			249,102			239,059
Total liabilities		22,846,121			15,544,276			15,356,550			15,300,762			15,155,690

Shareholders’ equity:
Common stock		488,612			332,421			332,421			332,421			296,483
Treasury stock		(90,248	)		(91,646	)		(97,196	)		(97,251	)		(97,534	)
Additional paid-in capital		2,393,566			1,486,849			1,491,847			1,488,678			1,304,782
Retained earnings		1,100,965			1,121,102			1,093,854			1,063,324			1,005,086
Accumulated other comprehensive loss		(114,041	)		(121,621	)		(142,608	)		(129,094	)		(154,116	)
Total shareholders’ equity		3,778,854			2,727,105			2,678,318			2,658,078			2,354,701
Total liabilities and shareholders’ equity	$	26,624,975		$	18,271,381		$	18,034,868		$	17,958,840		$	17,510,391

Net Interest Income and Net Interest Margin

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

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

Net Interest Income and Net Interest Margin, continued

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

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

Loan Portfolio

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

Credit Quality and Allowance for Credit Losses on Loans

(Dollars in thousands)	As of
	Jun 30, 2025			Mar 31, 2025			Dec 31, 2024			Sep 30, 2024			Jun 30, 2024
Nonperforming Assets:
Nonaccruing loans	$	137,999		$	98,638		$	110,811		$	113,872		$	97,795
Loans 90 days or more past due		3,860			95			2,464			5,351			240
Total nonperforming loans		141,859			98,733			113,275			119,223			98,035
Other real estate owned		11,750			8,654			8,673			9,136			7,366
Total nonperforming assets	$	153,609		$	107,387		$	121,948		$	128,359		$	105,401

Criticized Loans
Classified loans	$	333,626		$	224,654		$	241,708		$	218,135		$	191,595
Special Mention loans		159,931			95,778			130,882			163,804			138,343
Criticized loans⁽¹⁾	$	493,557		$	320,432		$	372,590		$	381,939		$	329,938

Allowance for credit losses on loans	$	290,770		$	203,931		$	201,756		$	200,378		$	199,871
Net loan charge-offs (recoveries)	$	12,054		$	(125	)	$	1,722		$	703		$	5,481
Annualized net loan charge-offs / average loans		0.26	%		—	%		0.05	%		0.02	%		0.18	%
Nonperforming loans / total loans		0.76			0.76			0.88			0.94			0.78
Nonperforming assets / total assets		0.58			0.59			0.68			0.71			0.60
Allowance for credit losses on loans / total loans		1.57			1.56			1.57			1.59			1.59
Allowance for credit losses on loans / nonperforming loans		204.97			206.55			178.11			168.07			203.88
Criticized loans / total loans		2.66			2.45			2.89			3.02			2.62

_{⁽¹⁾ Criticized loans include classified and Special Mention loans.}

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

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

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

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

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

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

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

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

NON-GAAP FINANCIAL MEASURES:

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

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

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

Non-GAAP Reconciliations

(Dollars in thousands, except per share data)	Three Months Ended															Six Months Ended
	Jun 30, 2025			Mar 31, 2025			Dec 31, 2024			Sep 30, 2024			Jun 30, 2024			Jun 30, 2025			Jun 30, 2024
Adjusted Pre-Provision Net Revenue (“PPNR”)
Net income (GAAP)	$	1,018		$	41,518		$	44,747		$	72,455		$	38,846		$	42,536		$	78,255
Income taxes		1,649			10,448			5,006			24,924			9,666			12,097			19,578
Provision for credit losses (including unfunded commitments)		81,322			4,750			2,600			935			3,300			86,072			5,738
Pre-provision net revenue (non-GAAP)	$	83,989		$	56,716		$	52,353		$	98,314		$	51,812		$	140,705		$	103,571
Merger and conversion expense		20,479			791			2,076			11,273			—			21,270			—
Gain on extinguishment of debt		—			—			—			—			—			—			(56	)
Gain on sales of MSR		(1,467	)		—			(252	)		—			—			(1,467	)		(3,472	)
Gain on sale of insurance agency		—			—			—			(53,349	)		—			—			—
Adjusted pre-provision net revenue (non-GAAP)	$	103,001		$	57,507		$	54,177		$	56,238		$	51,812		$	160,508		$	100,043

Adjusted Net Income and Adjusted Tangible Net Income
Net income (GAAP)	$	1,018		$	41,518		$	44,747		$	72,455		$	38,846		$	42,536		$	78,255
Amortization of intangibles		8,884			1,080			1,133			1,160			1,186			9,964			2,398
Tax effect of adjustments noted above⁽¹⁾		(2,212	)		(270	)		(283	)		(296	)		(233	)		(2,481	)		(470	)
Tangible net income (non-GAAP)	$	7,690		$	42,328		$	45,597		$	73,319		$	39,799		$	50,019		$	80,183

Net income (GAAP)	$	1,018		$	41,518		$	44,747		$	72,455		$	38,846		$	42,536		$	78,255
Merger and conversion expense		20,479			791			2,076			11,273			—			21,270			—
Day 1 acquisition provision for loan losses		62,190			—			—			—			—			62,190			—
Day 1 acquisition provision for unfunded commitments		4,422			—			—			—			—			4,422			—
Gain on extinguishment of debt		—			—			—			—			—			—			(56	)
Gain on sales of MSR		(1,467	)		—			(252	)		—			—			(1,467	)		(3,472	)
Gain on sale of insurance agency		—			—			—			(53,349	)		—			—			—
Tax effect of adjustments noted above⁽¹⁾		(20,765	)		(198	)		(113	)		12,581			—			(20,964	)		694
Adjusted net income (non-GAAP)	$	65,877		$	42,111		$	46,458		$	42,960		$	38,846		$	107,987		$	75,421
Amortization of intangibles		8,884			1,080			1,133			1,160			1,186			9,964			2,398
Tax effect of adjustments noted above⁽¹⁾		(2,212	)		(270	)		(283	)		(296	)		(233	)		(2,481	)		(470	)
Adjusted tangible net income (non-GAAP)	$	72,549		$	42,921		$	47,308		$	43,824		$	39,799		$	115,470		$	77,349
Tangible Assets and Tangible Shareholders’ Equity
Average shareholders’ equity (GAAP)	$	3,745,051		$	2,692,681		$	2,656,885		$	2,553,586		$	2,337,731		$	3,221,773		$	2,326,006
Average intangible assets		(1,589,490	)		(1,002,511	)		(1,003,551	)		(1,004,701	)		(1,008,638	)		(1,297,622	)		(1,009,232	)
Average tangible shareholders’ equity (non-GAAP)	$	2,155,561		$	1,690,170		$	1,653,334		$	1,548,885		$	1,329,093		$	1,924,151		$	1,316,774

Average assets (GAAP)	$	26,182,865		$	17,989,636		$	17,943,148		$	17,681,664		$	17,371,369		$	22,108,884		$	17,290,131
Average intangible assets		(1,589,490	)		(1,002,511	)		(1,003,551	)		(1,004,701	)		(1,008,638	)		(1,297,622	)		(1,009,232	)
Average tangible assets (non-GAAP)	$	24,593,375		$	16,987,125		$	16,939,597		$	16,676,963		$	16,362,731		$	20,811,262		$	16,280,899

Shareholders’ equity (GAAP)	$	3,778,854		$	2,727,105		$	2,678,318		$	2,658,078		$	2,354,701		$	3,778,854		$	2,354,701
Intangible assets		(1,583,533	)		(1,001,923	)		(1,003,003	)		(1,004,136	)		(1,008,062	)		(1,583,533	)		(1,008,062	)
Tangible shareholders’ equity (non-GAAP)	$	2,195,321		$	1,725,182		$	1,675,315		$	1,653,942		$	1,346,639		$	2,195,321		$	1,346,639

Total assets (GAAP)	$	26,624,975		$	18,271,381		$	18,034,868		$	17,958,840		$	17,510,391		$	26,624,975		$	17,510,391
Intangible assets		(1,583,533	)		(1,001,923	)		(1,003,003	)		(1,004,136	)		(1,008,062	)		(1,583,533	)		(1,008,062	)
Total tangible assets (non-GAAP)	$	25,041,442		$	17,269,458		$	17,031,865		$	16,954,704		$	16,502,329		$	25,041,442		$	16,502,329

Adjusted Performance Ratios
Return on average assets (GAAP)		0.02	%		0.94	%		0.99	%		1.63	%		0.90	%		0.39	%		0.91	%
Adjusted return on average assets (non-GAAP)		1.01			0.95			1.03			0.97			0.90			0.98			0.88
Return on average tangible assets (non-GAAP)		0.13			1.01			1.07			1.75			0.98			0.48			0.99
Pre-provision net revenue to average assets (non-GAAP)		1.29			1.28			1.16			2.21			1.20			1.28			1.20
Adjusted pre-provision net revenue to average assets (non-GAAP)		1.58			1.30			1.20			1.27			1.20			1.46			1.16
Adjusted return on average tangible assets (non-GAAP)		1.18			1.02			1.11			1.05			0.98			1.12			0.96
Return on average equity (GAAP)		0.11			6.25			6.70			11.29			6.68			2.66			6.77
Adjusted return on average equity (non-GAAP)		7.06			6.34			6.96			6.69			6.68			6.76			6.52
Return on average tangible equity (non-GAAP)		1.43			10.16			10.97			18.83			12.04			5.24			12.25
Adjusted return on average tangible equity (non-GAAP)		13.50			10.30			11.38			11.26			12.04			12.10			11.81

Adjusted Diluted Earnings Per Share
Average diluted shares outstanding		95,136,160			64,028,025			64,056,303			61,632,448			56,684,626			79,671,775			56,607,947

Diluted earnings per share (GAAP)	$	0.01		$	0.65		$	0.70		$	1.18		$	0.69		$	0.53		$	1.38
Adjusted diluted earnings per share (non-GAAP)	$	0.69		$	0.66		$	0.73		$	0.70		$	0.69		$	1.36		$	1.33

Tangible Book Value Per Share
Shares outstanding		95,019,311			63,739,467			63,565,690			63,564,028			56,367,924			95,019,311			56,367,924

Book value per share (GAAP)	$	39.77		$	42.79		$	42.13		$	41.82		$	41.77		$	39.77		$	41.77
Tangible book value per share (non-GAAP)	$	23.10		$	27.07		$	26.36		$	26.02		$	23.89		$	23.10		$	23.89

Tangible Common Equity Ratio
Shareholders’ equity to assets (GAAP)		14.19	%		14.93	%		14.85	%		14.80	%		13.45	%		14.19	%		13.45	%
Tangible common equity ratio (non-GAAP)		8.77	%		9.99	%		9.84	%		9.76	%		8.16	%		8.77	%		8.16	%
Adjusted Efficiency Ratio
Net interest income (FTE) (GAAP)	$	222,717		$	137,432		$	135,502		$	133,576		$	127,598		$	360,149		$	253,448

Total noninterest income (GAAP)	$	48,334		$	36,395		$	34,218		$	89,299		$	38,762		$	84,729		$	80,143
Gain on sales of MSR		(1,467	)		—			(252	)		—			—			(1,467	)		(3,472	)
Gain on extinguishment of debt		—			—			—			—			—			—			(56	)
Gain on sale of insurance agency		—			—			—			(53,349	)		—			—			—
Total adjusted noninterest income (non-GAAP)	$	46,867		$	36,395		$	33,966		$	35,950		$	38,762		$	83,262		$	76,615

Noninterest expense (GAAP)	$	183,204		$	113,876		$	114,747		$	121,983		$	111,976		$	297,080		$	224,888
Amortization of intangibles		(8,884	)		(1,080	)		(1,133	)		(1,160	)		(1,186	)		(9,964	)		(2,398	)
Merger and conversion expense		(20,479	)		(791	)		(2,076	)		(11,273	)		—			(21,270	)		—
Total adjusted noninterest expense (non-GAAP)	$	153,841		$	112,005		$	111,538		$	109,550		$	110,790		$	265,846		$	222,490

Efficiency ratio (GAAP)		67.59	%		65.51	%		67.61	%		54.73	%		67.31	%		66.78	%		67.41	%
Adjusted efficiency ratio (non-GAAP)		57.07	%		64.43	%		65.82	%		64.62	%		66.60	%		59.95	%		67.41	%

Adjusted Net Interest Income and Adjusted Net Interest Margin
Net interest income (FTE) (GAAP)	$	222,717		$	137,432		$	135,502		$	133,576		$	127,598		$	360,149		$	253,448
Net interest income collected on problem loans		(2,779	)		(1,026	)		(151	)		(642	)		146			(3,805	)		23
Accretion recognized on purchased loans		(17,834	)		(558	)		(616	)		(1,089	)		(897	)		(18,392	)		(1,697	)
Amortization recognized on purchased time deposits		4,396			—			—			—			—			4,396			—
Amortization recognized on purchased long term borrowings		1,072			—			—			—			—			1,072			—
Adjustments to net interest income	$	(15,145	)	$	(1,584	)	$	(767	)	$	(1,731	)	$	(751	)	$	(16,729	)	$	(1,674	)
Adjusted net interest income (FTE) (non-GAAP)	$	207,572		$	135,848		$	134,735		$	131,845		$	126,847		$	343,420		$	251,774

Net interest margin (GAAP)		3.85	%		3.45	%		3.36	%		3.36	%		3.31	%		3.68	%		3.30	%
Adjusted net interest margin (non-GAAP)		3.58	%		3.42	%		3.34	%		3.32	%		3.29	%		3.51	%		3.28	%

Adjusted Loan Yield
Loan interest income (FTE) (GAAP)	$	304,834		$	199,504		$	201,562		$	204,935		$	200,670		$	504,338		$	395,310
Net interest income collected on problem loans		(2,779	)		(1,026	)		(151	)		(642	)		146			(3,805	)		23
Accretion recognized on purchased loans		(17,834	)		(558	)		(616	)		(1,089	)		(897	)		(18,392	)		(1,697	)
Adjusted loan interest income (FTE) (non-GAAP)	$	284,221		$	197,920		$	200,795		$	203,204		$	199,919		$	482,141		$	393,636

Loan yield (GAAP)		6.63	%		6.24	%		6.29	%		6.47	%		6.41	%		6.47	%		6.35	%
Adjusted loan yield (non-GAAP)		6.18	%		6.19	%		6.27	%		6.41	%		6.38	%		6.18	%		6.32	%

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


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

The MIL Network –

July 23, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

2025 Second Quarter Highlights

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

Segment Reporting

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

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

	At or For the Three Months Ended June 30, 2025
Condensed income statement:	Commercial and Consumer Banking			Home Lending			Total
Net interest income⁽¹⁾	$	29,179		$	2,933		$	32,112
Provision for credit losses		(1,849	)		(172	)		(2,021	)
Noninterest income⁽²⁾		2,297			2,873			5,170
Noninterest expense⁽³⁾		(20,313	)		(5,189	)		(25,502	)
Income before provision for income taxes		9,314			445			9,759
Provision for income taxes		(1,937	)		(94	)		(2,031	)
Net income	$	7,377		$	351		$	7,728
Total average assets for period ended	$	2,466,917		$	649,443		$	3,116,360
Full-time employees (“FTEs”)		452			115			567

	At or Three Months Ended June 30, 2024
Condensed income statement:	Commercial and Consumer Banking			Home Lending			Total
Net interest income⁽¹⁾	$	28,051		$	2,350		$	30,401
(Provision) recovery for credit losses		(1,214	)		137			(1,077	)
Noninterest income⁽²⁾		2,269			3,599			5,868
Noninterest expense⁽³⁾		(19,043	)		(4,814	)		(23,857	)
Income before provision for income taxes		10,063			1,272			11,335
Provision for income taxes		(2,113	)		(263	)		(2,376	)
Net income	$	7,950		$	1,009		$	8,959
Total average assets for period ended	$	2,359,741		$	588,090		$	2,947,831
FTEs		450			121			571

	At or For the Six Months Ended June 30, 2025
Condensed income statement:	Commercial and Consumer Banking			Home Lending			Total
Net interest income⁽¹⁾	$	57,586		$	5,507		$	63,093
Provision for credit losses		(3,170	)		(443	)		(3,613	)
Noninterest income⁽²⁾		4,542			5,754			10,296
Noninterest expense⁽³⁾		(40,489	)		(10,067	)		(50,556	)
Income before provision for income taxes		18,469			751			19,220
Provision for income taxes		(3,314	)		(157	)		(3,471	)
Net income	$	15,155		$	594		$	15,749
Total average assets for period ended	$	2,440,654		$	634,013		$	3,074,667
FTEs		452			115			567

	At or For the Six Months Ended June 30, 2024
Condensed income statement:	Commercial and Consumer Banking			Home Lending			Total
Net interest income⁽¹⁾	$	56,137		$	4,610		$	60,747
Provision for credit losses		(2,465	)		(11	)		(2,476	)
Noninterest income⁽²⁾		4,662			6,317			10,979
Noninterest expense⁽³⁾		(38,051	)		(9,335	)		(47,386	)
Income before provision for income taxes		20,283			1,581			21,864
Provision for income taxes		(4,182	)		(326	)		(4,508	)
Net income	$	16,101		$	1,255		$	17,356
Total average assets for period ended	$	2,380,803		$	572,386		$	2,953,189
FTEs		450			121			571

__________________________

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

Asset Summary

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

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

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

																						Prior
LOAN PORTFOLIO																			Linked			Year
(Dollars in thousands)																			Quarter			Quarter
COMMERCIAL REAL ESTATE	June 30, 2025						March 31, 2025						June 30, 2024						$			$
(“CRE”) LOANS	Amount			Percent			Amount			Percent			Amount			Percent			Change			Change
CRE owner occupied	$	180,250			6.8	%	$	164,911			6.5	%	$	177,723			7.1	%	$	15,339		$	2,527
CRE non-owner occupied		171,979			6.6			174,188			6.9			181,681			7.3			(2,209	)		(9,702	)
Commercial and speculative construction and development		300,723			11.5			288,978			11.4			220,793			8.9			11,745			79,930
Multi-family		263,185			10.1			244,940			9.7			239,675			9.6			18,245			23,510
Total CRE loans		916,137			35.0			873,017			34.5			819,872			32.9			43,120			96,265

RESIDENTIAL REAL ESTATE LOANS
One-to-four-family (excludes HFS)		639,881			24.4			637,299			25.2			588,966			23.7			2,582			50,915
Home equity		85,613			3.3			73,846			2.9			73,749			3.0			11,767			11,864
Residential custom construction		54,024			2.1			48,810			1.9			53,416			2.1			5,214			608
Total residential real estate loans		779,518			29.8			759,955			30.0			716,131			28.8			19,563			63,387

CONSUMER LOANS
Indirect home improvement		530,375			20.3			532,038			21.0			563,621			22.6			(1,663	)		(33,246	)
Marine		72,765			2.8			73,737			2.9			74,627			3.0			(972	)		(1,862	)
Other consumer		3,151			0.1			3,118			0.1			3,440			0.1			33			(289	)
Total consumer loans		606,291			23.2			608,893			24.0			641,688			25.7			(2,602	)		(35,397	)

COMMERCIAL BUSINESS LOANS
Commercial and industrial (“C&I”)		294,563			11.3			274,956			10.9			285,183			11.6			19,607			9,380
Warehouse lending		17,952			0.7			15,949			0.6			25,548			1.0			2,003			(7,596	)
Total commercial business loans		312,515			12.0			290,905			11.5			310,731			12.6			21,610			1,784
Total loans receivable, gross		2,614,461			100.0	%		2,532,770			100.0	%		2,488,422			100.0	%		81,691			126,039

Allowance for credit losses on loans		(32,189	)					(31,653	)					(31,238	)					(536	)		(951	)
Total loans receivable, net	$	2,582,272					$	2,501,117					$	2,457,184					$	81,155		$	125,088

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

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

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

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

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

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

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

(Dollars in																Prior Year
thousands)	For the Three Months Ended												Linked Quarter			Quarter
	June 30, 2025				March 31, 2025				June 30, 2024				$		%	$			%
	Amount		Percent		Amount		Percent		Amount		Percent		Change		Change	Change			Change
Purchase	$	170,854	85.7	%	$	120,719	83.0	%	$	193,715	92.3	%	$	50,135	41.5	$	(22,861	)	(11.8	)%
Refinance		28,470	14.3			24,677	17.0			16,173	7.7			3,793	15.4		12,297		76.0	%
Total	$	199,324	100.0	%	$	145,396	100.0	%	$	209,888	100.0	%	$	53,928	37.1	$	(10,564	)	(5.0	)%

(Dollars in thousands)	For the Six Months Ended June 30,
	2025				2024
	Amount		Percent		Amount		Percent		$ Change			% Change
Purchase	$	290,737	84.3	%	$	329,292	90.5	%	$	(38,555	)	(11.7	)	%
Refinance		53,983	15.7			34,545	9.5			19,438		56.3		%
Total	$	344,720	100.0	%	$	363,837	100.0	%	$	(19,117	)	(5.3	)	%

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

Liabilities and Equity Summary

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

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

__________________________

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

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

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

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

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

Credit Quality

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

ACL ON LOANS	June 30,			March 31,			June 30,			Linked			Prior Year
(Dollars in thousands)	2025			2025			2024			Quarter			Quarter
	Amount			Amount			Amount			$ Change			$ Change
Beginning ACL balance	$	(31,653	)	$	(31,870	)	$	(31,479	)	$	217		$	(174	)
Provision		(1,715	)		(1,505	)		(1,001	)		(210	)		(714	)
Charge-offs
Indirect		1,555			1,579			825			(24	)		730
Marine		43			20			157			23			(114	)
Other		42			37			33			5			9
Commercial business		—			433			733			(433	)		(733	)
Subtotal		1,640			2,069			1,748			(429	)		(108	)
Recoveries
Indirect		(330	)		(340	)		(307	)		10			(23	)
Marine		(54	)		(3	)		(110	)		(51	)		56
Other		(7	)		(4	)		(4	)		(3	)		(3	)
Commercial business		(70	)		—			(85	)		(70	)		15
Subtotal		(461	)		(347	)		(506	)		(114	)		45
Ending ACL balance	$	(32,189	)	$	(31,653	)	$	(31,238	)	$	(536	)	$	(951	)

NONPERFORMING LOANS	June 30,		March 31,		June 30,		Linked			Prior Year
(Dollars in thousands)	2025		2025		2024		Quarter			Quarter
CRE LOANS	Amount		Amount		Amount		$ Change			$ Change
CRE	$	2,046	$	1,196	$	1,116	$	850		$	930
Commercial and speculative construction and development		9,083		6,487		4,737		2,596			4,346
Total CRE loans		11,129		7,683		5,853		3,446			5,276

RESIDENTIAL REAL ESTATE LOANS
One-to-four-family (excludes HFS)		1,809		1,134		170		675			1,639
Home equity		251		252		156		(1	)		95
Total residential real estate loans		2,060		1,386		326		674			1,734

CONSUMER LOANS
Indirect home improvement		3,365		2,821		2,319		544			1,046
Marine		567		648		327		(81	)		240
Other consumer		13		1		6		12			7
Total consumer loans		3,945		3,470		2,652		475			1,293

COMMERCIAL BUSINESS LOANS
C&I		1,862		1,932		2,575		(70	)		(713	)
Total nonperforming loans	$	18,996	$	14,471	$	11,406	$	4,525		$	7,590

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

CRITICIZED LOANS	June 30,		March 31,		June 30,		Linked			Prior Year
(Dollars in thousands)	2025		2025		2024		Quarter			Quarter
CRE LOANS	Amount		Amount		Amount		$ Change			$ Change
CRE	$	2,046	$	2,040	$	3,926	$	6		$	(1,880	)
Commercial and speculative construction and development		9,083		6,487		4,737		2,596			4,346
Total CRE loans		11,129		8,527		8,663		2,602			2,466

RESIDENTIAL REAL ESTATE LOANS
One-to-four-family (excludes HFS)		4,383		3,728		2,854		655			1,529
Home equity		251		252		156		(1	)		95
Total residential real estate loans		4,634		3,980		3,010		654			1,624

CONSUMER LOANS
Indirect home improvement		3,365		2,821		2,319		544			1,046
Marine		567		649		327		(82	)		240
Other consumer		13		1		6		12			7
Total consumer loans		3,945		3,471		2,652		474			1,293

COMMERCIAL BUSINESS LOANS
C&I		5,220		7,524		9,954		(2,304	)		(4,734	)
Total criticized loans	$	24,928	$	23,502	$	24,279	$	1,426		$	649

Operating Results

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

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

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

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

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

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

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

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

About FS Bancorp

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

Forward-Looking Statements

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

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


FS BANCORP, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Dollars in thousands) (Unaudited)

										Linked			Prior Year
	June 30,			March 31,			June 30,			Quarter			Quarter
ASSETS	2025			2025			2024			% Change			% Change
Cash and due from banks	$	15,168		$	18,657		$	20,005			(19	)		(24	)
Interest-bearing deposits at other financial institutions		18,027			44,084			13,006			(59	)		39
Total cash and cash equivalents		33,195			62,741			33,011			(47	)		1
Certificates of deposit at other financial institutions		248			1,234			12,707			(80	)		(98	)
Securities available-for-sale, at fair value		302,692			291,133			221,182			4			37
Securities held-to-maturity, net		31,562			10,434			8,455			202			273
Loans held for sale, at fair value		53,630			31,038			53,811			73			—
Loans receivable, net		2,582,272			2,501,117			2,457,184			3			5
Accrued interest receivable		14,270			14,406			13,792			(1	)		3
Premises and equipment, net		30,098			29,451			29,999			2			—
Operating lease right-of-use		7,969			4,979			5,784			60			38
Federal Home Loan Bank stock, at cost		11,579			5,256			10,322			120			12
Deferred tax asset, net		7,782			7,009			4,590			11			70
Bank owned life insurance (“BOLI”), net		38,262			38,778			38,201			(1	)		—
MSRs, held at the lower of cost or fair value		8,652			8,926			9,352			(3	)		(7	)
Goodwill		3,592			3,592			3,592			—			—
Core deposit intangible, net		12,071			12,879			15,483			(6	)		(22	)
Other assets		38,139			43,105			23,912			(12	)		59
TOTAL ASSETS	$	3,176,013		$	3,066,078		$	2,941,377			4			8
LIABILITIES
Deposits:
Noninterest-bearing accounts	$	654,069		$	676,706		$	623,349			(3	)		5
Interest-bearing accounts		1,899,306			1,938,445			1,759,454			(2	)		8
Total deposits		2,553,375			2,615,151			2,382,803			(2	)		7
Borrowings		234,305			68,805			181,895			241			29
Subordinated notes:
Principal amount		50,000			50,000			50,000			—			—
Unamortized debt issuance costs		(373	)		(389	)		(439	)		(4	)		(15	)
Total subordinated notes less unamortized debt issuance costs		49,627			49,611			49,561			—			—
Operating lease liability		8,138			5,149			5,979			58			36
Other liabilities		33,365			28,522			37,113			17			(10	)
Total liabilities		2,878,810			2,767,238			2,657,351			4			8
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock, $.01 par value; 5,000,000 shares authorized; none issued or outstanding		—			—			—			—			—
Common stock, $.01 par value; 45,000,000 shares authorized; 7,618,543 shares issued and outstanding at June 30, 2025, 7,742,907 at March 31, 2025, and 7,742,607 at June 30, 2024		76			77			77			(1	)		(1	)
Additional paid-in capital		48,418			52,806			55,834			(8	)		(13	)
Retained earnings		268,509			262,945			243,651			2			10
Accumulated other comprehensive loss, net of tax		(19,800	)		(16,988	)		(15,536	)		17			27
Total stockholders’ equity		297,203			298,840			284,026			(1	)		5
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,176,013		$	3,066,078		$	2,941,377			4			8


FS BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except per share amounts) (Unaudited)

	Three Months Ended								Linked			Prior Year
	June 30,		March 31,			June 30,			Quarter			Quarter
INTEREST INCOME	2025		2025			2024			% Change			% Change
Loans receivable, including fees	$	45,038	$	43,303		$	42,406			4			6
Interest and dividends on investment securities, cash and cash equivalents, and certificates of deposit at other financial institutions		3,665		3,485			3,534			5			4
Total interest and dividend income		48,703		46,788			45,940			4			6
INTEREST EXPENSE
Deposits		14,520		13,058			13,252			11			10
Borrowings		1,585		2,263			1,801			(30	)		(12	)
Subordinated notes		486		485			486			—			—
Total interest expense		16,591		15,806			15,539			5			7
NET INTEREST INCOME		32,112		30,982			30,401			4			6
PROVISION FOR CREDIT LOSSES		2,021		1,592			1,077			27			88
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES		30,091		29,390			29,324			2			3
NONINTEREST INCOME
Service charges and fee income		2,323		2,244			2,479			4			(6	)
Gain on sale of loans		1,972		1,700			2,463			16			(20	)
Gain on sale of investment securities, net		—		—			151			NM			NM
Earnings on cash surrender value of BOLI		254		250			242			2			5
Other noninterest income		621		932			533			(33	)		17
Total noninterest income		5,170		5,126			5,868			1			(12	)
NONINTEREST EXPENSE
Salaries and benefits		14,088		14,533			13,378			(3	)		5
Operations		3,824		3,445			3,519			11			9
Occupancy		1,780		1,717			1,669			4			7
Data processing		2,137		2,045			2,058			4			4
Loan costs		719		548			653			31			10
Professional and board fees		1,155		1,186			888			(3	)		30
FDIC insurance		554		538			450			3			23
Marketing and advertising		398		221			377			80			6
Amortization of core deposit intangible		809		831			919			(3	)		(12	)
Impairment (recovery) of servicing rights		38		(9	)		(54	)		(522	)		(170	)
Total noninterest expense		25,502		25,055			23,857			2			7
INCOME BEFORE PROVISION FOR INCOME TAXES		9,759		9,461			11,335			3			(14	)
PROVISION FOR INCOME TAXES		2,031		1,440			2,376			41			(15	)
NET INCOME	$	7,728	$	8,021		$	8,959			(4	)		(14	)
Basic earnings per share	$	1.00	$	1.02		$	1.15			(2	)		(13	)
Diluted earnings per share	$	0.99	$	1.01		$	1.13			(2	)		(12	)


FS BANCORP, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands, except per share amounts) (Unaudited)

	Six Months Ended					Year
	June 30,		June 30,			Over Year
INTEREST INCOME	2025		2024			% Change
Loans receivable, including fees	$	88,340	$	83,403			6
Interest and dividends on investment securities, cash and cash equivalents, and certificates of deposit at other financial institutions		7,150		7,417			(4	)
Total interest and dividend income		95,490		90,820			5
INTEREST EXPENSE
Deposits		27,578		26,134			6
Borrowings		3,848		2,968			30
Subordinated note		971		971			—
Total interest expense		32,397		30,073			8
NET INTEREST INCOME		63,093		60,747			4
PROVISION FOR CREDIT LOSSES		3,613		2,476			46
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES		59,480		58,271			2
NONINTEREST INCOME
Service charges and fee income		4,567		5,031			(9	)
Gain on sale of loans		3,672		4,301			(15	)
Gain on sale of MSRs		—		8,215			NM
Loss on sale of investment securities, net		—		(7,847	)		NM
Earnings on cash surrender value of BOLI		505		482			5
Other noninterest income		1,552		797			95
Total noninterest income		10,296		10,979			(6	)
NONINTEREST EXPENSE
Salaries and benefits		28,621		26,935			6
Operations		7,269		6,527			11
Occupancy		3,496		3,374			4
Data processing		4,182		4,016			4
Loan costs		1,267		1,238			2
Professional and board fees		2,342		1,811			29
FDIC insurance		1,092		982			11
Marketing and advertising		619		604			2
Amortization of core deposit intangible		1,639		1,860			(12	)
Impairment of servicing rights		29		39			(26	)
Total noninterest expense		50,556		47,386			7
INCOME BEFORE PROVISION FOR INCOME TAXES		19,220		21,864			(12	)
PROVISION FOR INCOME TAXES		3,471		4,508			(23	)
NET INCOME	$	15,749	$	17,356			(9	)
Basic earnings per share	$	2.02	$	2.23			(9	)
Diluted earnings per share	$	1.99	$	2.20			(10	)

KEY FINANCIAL RATIOS AND DATA (Unaudited)

	At or For the Three Months Ended
	June 30,			March 31,			June 30,
PERFORMANCE RATIOS:	2025			2025			2024
Return on assets (ratio of net income to average total assets)⁽¹⁾		0.99	%		1.07	%		1.22	%
Return on equity (ratio of net income to average total stockholders’ equity)⁽¹⁾		10.29			10.80			12.72
Yield on average interest-earning assets⁽¹⁾		6.52			6.53			6.48
Average total cost of funds⁽¹⁾		2.39			2.38			2.38
Interest rate spread information – average during period		4.13			4.15			4.10
Net interest margin⁽¹⁾		4.30			4.32			4.29
Operating expense to average total assets⁽¹⁾		3.28			3.35			3.26
Average interest-earning assets to average interest-bearing liabilities⁽¹⁾		140.98			142.94			143.64
Efficiency ratio⁽²⁾		68.40			69.39			65.78
Common equity ratio (ratio of stockholders’ equity to total assets)		9.36			9.75			9.66
Tangible common equity ratio⁽³⁾		8.91			9.26			9.07

	For the Six Months Ended
	June 30,			June 30,
PERFORMANCE RATIOS:	2025			2024
Return on assets (ratio of net income to average total assets)		1.03	%		1.18	%
Return on equity (ratio of net income to average total stockholders’ equity)		10.55			12.51
Yield on average interest-earning assets		6.52			6.39
Average total cost of funds		2.38			2.30
Interest rate spread information – average during period		4.14			4.09
Net interest margin		4.31			4.27
Operating expense to average total assets		3.32			3.23
Average interest-earning assets to average interest-bearing liabilities		141.93			144.07
Efficiency ratio⁽²⁾		68.89			66.07

	June 30,			March 31,			June 30,
ASSET QUALITY RATIOS AND DATA:	2025			2025			2024
Nonperforming assets to total assets at end of period⁽⁴⁾		0.60	%		0.47	%		0.39	%
Nonperforming loans to total gross loans (excluding loans HFS)⁽⁵⁾		0.73			0.57			0.46
Allowance for credit losses – loans to nonperforming loans⁽⁵⁾		168.89			219.08			273.95
Allowance for credit losses – loans to total gross loans (excluding loans HFS)		1.23			1.25			1.26

	At or For the Three Months Ended
	June 30,			March 31,			June 30,
PER COMMON SHARE DATA:	2025			2025			2024
Basic earnings per share	$	1.00		$	1.02		$	1.15
Diluted earnings per share	$	0.99		$	1.01		$	1.13
Weighted average basic shares outstanding		7,580,576			7,695,320			7,688,246
Weighted average diluted shares outstanding		7,698,173			7,805,728			7,796,253
Common shares outstanding at end of period		7,515,480	⁽⁶⁾		7,639,844	⁽⁷⁾		7,644,463	⁽⁸⁾
Book value per share using common shares outstanding	$	39.55		$	39.12		$	37.15
Tangible book value per share using common shares outstanding⁽⁹⁾	$	37.46		$	36.96		$	34.66

__________________________

(1)		Annualized.
(2)		Total noninterest expense as a percentage of net interest income and total noninterest income.
(3)		Represents a non-GAAP financial measure. For a reconciliation to the most comparable GAAP financial measure, see “Non-GAAP Financial Measures” below.
(4)		Nonperforming assets consist of nonperforming loans (which include nonaccruing loans and accruing loans more than 90 days past due), foreclosed real estate and other repossessed assets.
(5)		Nonperforming loans consist of nonaccruing loans and accruing loans 90 days or more past due.
(6)		Common shares were calculated using shares outstanding of 7,618,543 at June 30, 2025, less 103,063 unvested restricted stock shares.
(7)		Common shares were calculated using shares outstanding of 7,742,907 at March 31, 2025, less 103,063 unvested restricted stock shares.
(8)		Common shares were calculated using shares outstanding of 7,742,607 at June 30, 2024, less 98,144 unvested restricted stock shares.
(9)		Tangible book value per share using outstanding common shares excludes intangible assets. This ratio represents a non-GAAP financial measure. See “Non-GAAP Financial Measures” below.

(Dollars in thousands)	For the Three Months Ended June 30,				For the Six Months Ended June 30,				QTR Over QTR			YTD Over YTD
Average Balances	2025		2024		2025		2024		$ Change			$ Change
Assets
Loans receivable, net⁽¹⁾	$	2,612,959	$	2,511,326	$	2,586,598	$	2,487,964	$	101,633		$	98,634
Securities available-for-sale, at amortized cost		332,705		283,422		321,622		307,417		49,283			14,205
Securities held-to-maturity		21,401		8,500		15,063		8,500		12,901			6,563
Interest-bearing deposits and certificates of deposit at other financial institutions		8,775		41,613		10,353		50,563		(32,838	)		(40,210	)
FHLB stock, at cost		19,502		7,040		17,840		4,607		12,462			13,233
Total interest-earning assets		2,995,342		2,851,901		2,951,476		2,859,051		143,441			92,425
Noninterest-earning assets		121,018		95,930		123,191		94,138		25,088			29,053
Total assets	$	3,116,360	$	2,947,831	$	3,074,667	$	2,953,189	$	168,529		$	121,478
Liabilities
Interest-bearing deposit accounts	$	1,924,586	$	1,794,966	$	1,845,534	$	1,813,865	$	129,620		$	31,669
Borrowings		150,492		140,964		184,377		121,057		9,528			63,320
Subordinated notes		49,617		49,550		49,608		49,542		67			66
Total interest-bearing liabilities		2,124,695		1,985,480		2,079,519		1,984,464		139,215			95,055
Noninterest-bearing deposit accounts		657,820		637,345		660,805		647,214		20,475			13,591
Other noninterest-bearing liabilities		32,700		41,785		33,218		42,516		(9,085	)		(9,298	)
Total liabilities	$	2,815,215	$	2,664,610	$	2,773,542	$	2,674,194	$	150,605		$	99,348

__________________________

(1)		Includes loans HFS.

Non-GAAP Financial Measures:

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

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

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

(Dollars in thousands, except share and per share amounts)	June 30,				March 31,				June 30,
Tangible Book Value Per Share:	2025				2025				2024
Stockholders’ equity (GAAP)	$	297,203			$	298,840			$	284,026
Less: goodwill and core deposit intangible, net		(15,663	)			(16,471	)			(19,075	)
Tangible common stockholders’ equity (non-GAAP)	$	281,540			$	282,369			$	264,951

Common shares outstanding at end of period		7,515,480		⁽¹⁾		7,639,844		⁽²⁾		7,644,463		⁽³⁾

Book value per share (GAAP)	$	39.55			$	39.12			$	37.15
Tangible book value per share (non-GAAP)	$	37.46			$	36.96			$	34.66

Tangible Common Equity Ratio:
Total assets (GAAP)	$	3,176,013			$	3,066,078			$	2,941,377
Less: goodwill and core deposit intangible assets		(15,663	)			(16,471	)			(19,075	)
Tangible assets (non-GAAP)	$	3,160,350			$	3,049,607			$	2,922,302

Common equity ratio (GAAP)		9.36		%		9.75		%		9.66		%
Tangible common equity ratio (non-GAAP)		8.91				9.26				9.07

_________________________

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

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

(425) 771-5299
www.FSBWA.com

The MIL Network –

July 23, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

Second Quarter 2025 Performance Highlights:

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

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

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

Income Statement

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

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

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

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

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

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

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

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

Balance Sheet

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

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

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

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

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

Asset Quality

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

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

Liquidity and Borrowings

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

Subordinated Debt Issuance

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

Cash Dividend Declared

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

Share Repurchase Program

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

Conference Call and Earnings Release Supplement

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

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

About First Bank

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

Forward Looking Statements

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

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

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

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

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

FIRST BANK CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (in thousands, except for share data, unaudited)

	June 30, 2025		December 31, 2024
Assets
Cash and due from banks	$	35,860	$	18,252
Restricted cash		9,900		14,270
Interest bearing deposits with banks		299,131		239,392
Cash and cash equivalents		344,891		271,914
Interest bearing time deposits with banks		747		743
Investment securities available for sale, at fair value (amortized cost of $86,666 and $84,083, respectively)		81,891		77,413
Equity securities, at fair value		1,904		1,870
Investment securities held to maturity, net of allowance for credit losses of $203 and $206, respectively (fair value of $41,941 and $42,770, respectively)		45,749		47,123
Restricted investment in bank stocks		18,009		14,333
Other investments		13,556		11,612
Loans held for sale		2,127		–
Loans, net of deferred fees and costs		3,327,288		3,144,266
Less: Allowance for credit losses		(40,877)		(37,773)
Net loans		3,286,411		3,106,493
Premises and equipment, net		17,987		21,351
Other real estate owned, net		–		5,637
Accrued interest receivable		14,505		14,267
Bank-owned life insurance		86,980		85,553
Goodwill		44,166		44,166
Other intangible assets, net		7,860		8,827
Deferred income taxes, net		25,032		25,528
Other assets		27,520		43,516
Total assets	$	4,019,335	$	3,780,346

Liabilities and Stockholders’ Equity
Liabilities:
Non-interest bearing deposits	$	590,209	$	519,320
Interest bearing deposits		2,578,004		2,536,576
Total deposits		3,168,213		3,055,896
Borrowings		326,802		246,933
Subordinated debentures		64,343		29,954
Accrued interest payable		4,443		3,820
Other liabilities		33,155		34,587
Total liabilities		3,596,956		3,371,190
Stockholders’ Equity:
Preferred stock, par value $2 per share; 10,000,000 shares authorized; no shares issued and outstanding		–		–
Common stock, par value $5 per share; 40,000,000 shares authorized; 27,630,039 shares issued and 24,905,790 shares outstanding and 27,375,439 shares issued and 25,100,829 shares outstanding, respectively		136,640		135,495
Additional paid-in capital		125,290		124,524
Retained earnings		193,395		176,779
Accumulated other comprehensive loss		(3,525)		(4,925)
Treasury stock, 2,724,249 and 2,274,610 shares, respectively		(29,421)		(22,717)
Total stockholders’ equity		422,379		409,156
Total liabilities and stockholders’ equity	$	4,019,335	$	3,780,346

FIRST BANK CONSOLIDATED STATEMENTS OF INCOME (in thousands, except for share data, unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Interest and Dividend Income
Investment securities—taxable	$	1,246	$	1,278	$	2,434	$	2,460
Investment securities—tax-exempt		41		36		92		74
Interest bearing deposits with banks, Federal funds sold and other		3,487		3,482		6,484		6,507
Loans, including fees		54,394		50,763		105,946		100,082
Total interest and dividend income		59,168		55,559		114,956		109,123

Interest Expense
Deposits		21,276		22,386		42,120		43,172
Borrowings		3,256		2,193		5,668		4,309
Subordinated debentures		627		440		1,067		784
Total interest expense		25,159		25,019		48,855		48,265
Net interest income		34,009		30,540		66,101		60,858
Credit loss expense (benefit)		2,558		63		4,102		(635)
Net interest income after credit loss expense (benefit)		31,451		30,477		61,999		61,493

Non-Interest Income
Service fees on deposit accounts		382		350		738		694
Loan fees		568		117		894		219
Income from bank-owned life insurance		723		609		1,516		1,394
Gains on sale of loans, net		75		(900)		104		(671)
Gains on recovery of acquired loans		100		56		124		174
Gain on sale of other assets		397		–		397		–
Other non-interest income		457		457		900		843
Total non-interest income		2,702		689		4,673		2,653

Non-Interest Expense
Salaries and employee benefits		11,959		9,968		23,077		20,006
Occupancy and equipment		2,350		2,082		4,814		4,108
Legal fees		279		240		647		556
Other professional fees		924		929		1,650		1,685
Regulatory fees		684		640		1,368		1,242
Directors’ fees		260		270		542		512
Data processing		893		749		1,698		1,555
Marketing and advertising		503		377		902		673
Travel and entertainment		251		285		487		529
Insurance		233		251		447		495
Other real estate owned expense, net		69		129		989		217
Other expense		2,462		2,033		4,630		4,185
Total non-interest expense		20,867		17,953		41,251		35,763
Income Before Income Taxes		13,286		13,213		25,421		28,383
Income tax expense		3,047		2,140		5,801		4,798
Net Income	$	10,239	$	11,073	$	19,620	$	23,585

Basic earnings per common share	$	0.41	$	0.44	$	0.78	$	0.94
Diluted earnings per common share	$	0.41	$	0.44	$	0.77	$	0.93

Basic weighted average common shares outstanding		25,029,164		25,129,199		25,073,368		25,084,558
Diluted weighted average common shares outstanding		25,234,120		25,258,785		25,335,743		25,228,888

FIRST BANK AVERAGE BALANCE SHEETS WITH INTEREST AND AVERAGE RATES (dollars in thousands, unaudited)

	Three Months Ended June 30,
	2025							2024
	Average				Average			Average				Average
	Balance		Interest		Rate (5)			Balance		Interest		Rate (5)
Interest earning assets
Investment securities ^{(1) (2)}	$	135,094	$	1,295		3.84	%	$	146,289	$	1,321		3.63	%
Loans ⁽³⁾		3,296,031		54,394		6.62	%		2,997,892		50,763		6.81	%
Interest bearing deposits with banks,
Federal funds sold and other		276,488		3,079		4.47	%		224,503		3,101		5.56	%
Restricted investment in bank stocks		17,960		276		6.16	%		11,178		243		8.74	%
Other investments		15,402		132		3.44	%		12,136		138		4.57	%
Total interest earning assets ⁽²⁾		3,740,975		59,176		6.34	%		3,391,998		55,566		6.59	%
Allowance for credit losses		(39,507)							(36,784)
Non-interest earning assets		251,475							263,698
Total assets	$	3,952,943						$	3,618,912

Interest bearing liabilities
Interest bearing demand deposits	$	606,838	$	3,701		2.45	%	$	591,222	$	3,813		2.59	%
Money market deposits		1,064,363		8,917		3.36	%		1,061,593		10,559		4.00	%
Savings deposits		140,301		694		1.98	%		158,158		619		1.57	%
Time deposits		781,299		7,964		4.09	%		678,197		7,395		4.39	%
Total interest bearing deposits		2,592,801		21,276		3.29	%		2,489,170		22,386		3.62	%
Borrowings		319,494		3,256		4.09	%		171,533		2,193		5.14	%
Subordinated debentures		34,966		627		7.17	%		29,880		440		5.89	%
Total interest bearing liabilities		2,947,261		25,159		3.42	%		2,690,583		25,019		3.74	%
Non-interest bearing deposits		548,279							497,205
Other liabilities		36,960							44,480
Stockholders’ equity		420,443							386,644
Total liabilities and stockholders’ equity	$	3,952,943						$	3,618,912
Net interest income/interest rate spread ⁽²⁾				34,017		2.92	%				30,547		2.85	%
Net interest margin ^{(2) (4)}						3.65	%						3.62	%
Tax equivalent adjustment ⁽²⁾				(8)							(7)
Net interest income			$	34,009						$	30,540

(1) Average balance of investment securities available for sale is based on amortized cost.

(2) Interest and average rates are presented on a tax equivalent basis using a federal income tax rate of 21%.

(3) Average balances of loans include loans on nonaccrual status.

(4) Net interest income divided by average total interest earning assets.

(5) Annualized.

FIRST BANK AVERAGE BALANCE SHEETS WITH INTEREST AND AVERAGE RATES (dollars in thousands, unaudited)

	Six Months Ended June 30,
	2025							2024
	Average				Average			Average				Average
	Balance		Interest		Rate (5)			Balance		Interest		Rate (5)
Interest earning assets
Investment securities^{(1) (2)}	$	134,686	$	2,545		3.81	%	$	146,719	$	2,549		3.49	%
Loans⁽³⁾		3,233,747		105,946		6.61	%		2,988,707		100,082		6.73	%
Interest bearing deposits with banks,
Federal funds sold and other		255,378		5,654		4.46	%		213,831		5,811		5.46	%
Restricted investment in bank stocks		16,059		576		7.23	%		10,800		442		8.23	%
Other investments		14,731		254		3.48	%		12,003		254		4.26	%
Total interest earning assets⁽²⁾		3,654,601		114,975		6.34	%		3,372,060		109,138		6.51	%
Allowance for credit losses		(38,847)							(37,196)
Non-interest earning assets		256,261							262,465
Total assets	$	3,872,015						$	3,597,329

Interest bearing liabilities
Interest bearing demand deposits	$	625,682	$	7,728		2.49	%	$	605,081	$	7,479		2.49	%
Money market deposits		1,054,742		17,548		3.36	%		1,038,250		20,348		3.94	%
Savings deposits		141,395		1,344		1.92	%		160,135		1,193		1.50	%
Time deposits		749,765		15,500		4.17	%		674,872		14,152		4.22	%
Total interest bearing deposits		2,571,584		42,120		3.30	%		2,478,338		43,172		3.50	%
Borrowings		277,245		5,668		4.12	%		169,337		4,309		5.12	%
Subordinated debentures		32,478		1,067		6.57	%		36,175		784		4.33	%
Total interest bearing liabilities		2,881,307		48,855		3.42	%		2,683,850		48,265		3.62	%
Non-interest bearing deposits		534,877							489,353
Other liabilities		38,755							42,534
Stockholders’ equity		417,076							381,592
Total liabilities and stockholders’ equity	$	3,872,015						$	3,597,329
Net interest income/interest rate spread⁽²⁾				66,120		2.92	%				60,873		2.89	%
Net interest margin^{(2) (4)}						3.65	%						3.63	%
Tax equivalent adjustment⁽²⁾				(19)							(15)
Net interest income			$	66,101						$	60,858

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

FIRST BANK QUARTERLY FINANCIAL HIGHLIGHTS (in thousands, except for share and employee data, unaudited)

	As of or For the Quarter Ended
	6/30/2025		3/31/2025		12/31/2024		9/30/2024		6/30/2024
EARNINGS
Net interest income	$	34,009	$	32,092	$	31,594	$	30,094	$	30,540
Credit loss expense		2,558		1,544		234		1,579		63
Non-interest income		2,702		1,971		2,176		2,479		689
Non-interest expense		20,867		20,384		19,124		18,644		17,953
Income tax expense		3,047		2,754		3,915		4,188		2,140
Net income		10,239		9,381		10,497		8,162		11,073

PERFORMANCE RATIOS
Return on average assets⁽¹⁾		1.04%		1.00%		1.10%		0.88%		1.23%
Return on average equity⁽¹⁾		9.77%		9.20%		10.27%		8.15%		11.52%
Return on average tangible equity^{(1) (2)}		11.16%		10.54%		11.82%		9.42%		13.40%
Net interest margin^{(1) (3)}		3.65%		3.65%		3.54%		3.48%		3.62%
Yield on loans⁽¹⁾		6.62%		6.59%		6.62%		6.73%		6.81%
Total cost of deposits⁽¹⁾		2.72%		2.75%		2.89%		3.06%		3.01%
Efficiency ratio⁽²⁾		56.24%		57.65%		56.98%		58.49%		55.88%

SHARE DATA
Common shares outstanding		24,905,790		25,045,612		25,100,829		25,186,920		25,144,983
Basic earnings per share	$	0.41	$	0.37	$	0.42	$	0.32	$	0.44
Diluted earnings per share		0.41		0.37		0.41		0.32		0.44
Book value per share		16.96		16.57		16.30		15.96		15.61
Tangible book value per share⁽²⁾		14.87		14.47		14.19		13.84		13.46

MARKET DATA
Market value per share	$	15.47	$	14.81	$	14.07	$	15.20	$	12.74
Market value / Tangible book value⁽²⁾		104.03%		102.35%		99.16%		109.83%		94.65%
Market capitalization	$	385,293	$	370,926	$	353,169	$	382,841	$	320,347

CAPITAL & LIQUIDITY
Stockholders’ equity / assets		10.51%		10.69%		10.82%		10.70%		10.86%
Tangible stockholders’ equity / tangible assets⁽²⁾		9.34%		9.47%		9.56%		9.41%		9.50%
Loans / deposits		105.02%		103.73%		102.89%		101.23%		101.02%

ASSET QUALITY
Net charge-offs (recoveries)	$	796	$	(15)	$	(155)	$	386	$	175
Nonperforming loans		15,978		11,584		11,677		12,014		14,227
Nonperforming assets		15,978		16,406		17,314		17,651		20,226
Net charge offs (recoveries)/ average loans⁽¹⁾		0.10%		(0.00%)		(0.02%)		0.05%		0.02%
Nonperforming loans / total loans		0.48%		0.36%		0.37%		0.39%		0.47%
Nonperforming assets / total assets		0.40%		0.42%		0.46%		0.47%		0.56%
Allowance for credit losses on loans / total loans		1.23%		1.21%		1.20%		1.21%		1.21%
Allowance for credit losses on loans / nonperforming loans		255.83%		338.60%		323.48%		311.59%		254.81%

OTHER DATA
Total assets	$	4,019,335	$	3,880,759	$	3,780,346	$	3,757,653	$	3,615,731
Total loans		3,327,288		3,236,039		3,144,266		3,087,488		2,998,029
Total deposits		3,168,213		3,119,794		3,055,896		3,050,070		2,967,634
Total stockholders’ equity		422,379		414,915		409,156		402,070		392,489
Number of full-time equivalent employees		335		315		318		313		294

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

FIRST BANK QUARTERLY FINANCIAL HIGHLIGHTS (dollars in thousands, unaudited)

	As of the Quarter Ended
	6/30/2025		3/31/2025		12/31/2024		9/30/2024		6/30/2024
LOAN COMPOSITION
Commercial and industrial	$	706,849	$	651,690	$	576,625	$	546,541	$	530,996
Commercial real estate:
Owner-occupied		707,766		694,113		671,357		688,988		647,625
Investor		1,192,716		1,160,549		1,181,684		1,170,508		1,143,954
Construction and development		161,361		200,262		205,096		193,460		190,108
Multi-family		309,189		308,217		287,843		267,861		270,238
Total commercial real estate		2,371,032		2,363,141		2,345,980		2,320,817		2,251,925
Residential real estate:
Residential mortgage and first lien home equity loans		160,935		142,298		142,769		144,081		144,978
Home equity–second lien loans and revolving lines of credit		62,738		52,438		51,020		49,763		46,882
Total residential real estate		223,673		194,736		193,789		193,844		191,860
Consumer and other		29,248		29,760		31,324		29,518		26,321
Total loans prior to deferred loan fees and costs		3,330,802		3,239,327		3,147,718		3,090,720		3,001,102
Net deferred loan fees and costs		(3,514)		(3,288)		(3,452)		(3,232)		(3,073)
Total loans	$	3,327,288	$	3,236,039	$	3,144,266	$	3,087,488	$	2,998,029

LOAN MIX
Commercial and industrial		21.2%		20.1%		18.3%		17.7%		17.7%
Commercial real estate:
Owner-occupied		21.3%		21.5%		21.4%		22.3%		22.3%
Investor		35.8%		35.9%		37.6%		37.9%		37.9%
Construction and development		4.8%		6.2%		6.5%		6.3%		6.3%
Multi-family		9.3%		9.5%		9.1%		8.7%		8.7%
Total commercial real estate		71.3%		73.1%		74.6%		75.2%		75.2%
Residential real estate:
Residential mortgage and first lien home equity loans		4.8%		4.4%		4.6%		4.7%		4.7%
Home equity–second lien loans and revolving lines of credit		1.9%		1.6%		1.6%		1.6%		1.6%
Total residential real estate		6.7%		6.0%		6.2%		6.3%		6.3%
Consumer and other		0.9%		0.9%		1.0%		0.9%		0.9%
Net deferred loan fees and costs		(0.1%)		(0.1%)		(0.1%)		(0.1%)		(0.1%)
Total loans		100.0%		100.0%		100.0%		100.0%		100.0%

FIRST BANK QUARTERLY FINANCIAL HIGHLIGHTS (dollars in thousands, unaudited)

	As of the Quarter Ended
	6/30/2025		3/31/2025		12/31/2024		9/30/2024		6/30/2024
DEPOSIT COMPOSITION
Non-interest bearing demand deposits	$	590,209	$	535,584	$	519,320	$	519,079	$	499,765
Interest bearing demand deposits		553,909		629,974		629,099		597,802		574,515
Money market and savings deposits		1,241,277		1,197,517		1,198,039		1,235,637		1,199,382
Time deposits		782,818		756,719		709,438		697,552		693,972
Total Deposits	$	3,168,213	$	3,119,794	$	3,055,896	$	3,050,070	$	2,967,634

DEPOSIT MIX
Non-interest bearing demand deposits		18.6%		17.2%		17.0%		17.0%		16.8%
Interest bearing demand deposits		17.5%		20.2%		20.6%		19.6%		19.4%
Money market and savings deposits		39.2%		38.4%		39.2%		40.5%		40.4%
Time deposits		24.7%		24.2%		23.2%		22.9%		23.4%
Total Deposits		100.0%		100.0%		100.0%		100.0%		100.0%

FIRST BANK NON-GAAP FINANCIAL MEASURES (in thousands, except for share data, unaudited)

	As of or For the Quarter Ended
	6/30/2025		3/31/2025		12/31/2024		9/30/2024		6/30/2024
Return on Average Tangible Equity
Net income (numerator)	$	10,239	$	9,381	$	10,497	$	8,162	$	11,073

Average stockholders’ equity	$	420,443	$	413,672	$	406,579	$	398,535	$	386,644
Less: Average Goodwill and other intangible assets, net		52,301		52,805		53,278		53,823		54,347
Average Tangible stockholders’ equity (denominator)	$	368,142	$	360,867	$	353,301	$	344,712	$	332,297

Return on average tangible equity⁽¹⁾		11.16%		10.54%		11.82%		9.42%		13.40%

Tangible Book Value Per Share
Stockholders’ equity	$	422,379	$	414,915	$	409,156	$	402,070	$	392,489
Less: Goodwill and other intangible assets, net		52,026		52,507		52,993		53,484		54,026
Tangible stockholders’ equity (numerator)	$	370,353	$	362,408	$	356,163	$	348,586	$	338,463

Common shares outstanding (denominator)		24,905,790		25,045,612		25,100,829		25,186,920		25,144,983

Tangible book value per share	$	14.87	$	14.47	$	14.19	$	13.84	$	13.46

Tangible Equity / Tangible Assets
Stockholders’ equity	$	422,379	$	414,915	$	409,156	$	402,070	$	392,489
Less: Goodwill and other intangible assets, net		52,026		52,507		52,993		53,484		54,026
Tangible stockholders’ equity (numerator)	$	370,353	$	362,408	$	356,163	$	348,586	$	338,463

Total assets	$	4,019,335	$	3,880,759	$	3,780,346	$	3,757,653	$	3,615,731
Less: Goodwill and other intangible assets, net		52,026		52,507		52,993		53,484		54,026
Tangible total assets (denominator)	$	3,967,309	$	3,828,252	$	3,727,353	$	3,704,169	$	3,561,705

Tangible stockholders’ equity / tangible assets		9.34%		9.47%		9.56%		9.41%		9.50%

Efficiency Ratio
Non-interest expense	$	20,867	$	20,384	$	19,124	$	18,644	$	17,953
Less: Other real estate owned write-down		–		815		–		362		–
Adjusted non-interest expense (numerator)	$	20,867	$	19,569	$	19,124	$	18,282	$	17,953

Net interest income	$	34,009	$	32,092	$	31,594	$	30,094	$	30,540
Non-interest income		2,702		1,971		2,176		2,479		689
Total revenue		36,711		34,063		33,770		32,573		31,229
Add: Losses on sale of investment securities, net		–		–		–		555		–
(Subtract) Add: (Gains) losses on sale of loans, net		(75)		(29)		(38)		(135)		900
(Subtract): Gain on sale of other assets		(397)		–		–		–		–
Less: Bank Owned Life Insurance Incentive		–		(88)		(168)		(1,116)		–
Add: Executive Officer Severance Benefits		863		–		–		–		–
Adjusted total revenue (denominator)	$	37,102	$	33,946	$	33,564	$	31,877	$	32,129

Efficiency ratio		56.24%		57.65%		56.98%		57.35%		55.88%

(1) Annualized.

The MIL Network –

July 23, 2025

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

Source: GlobeNewswire (MIL-OSI)

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


	For the three months ended						For the six months ended
	June 30,		March 31,		June 30,		June 30,		June 30,
	2025		2025		2024		2025		2024
Total interest and dividend income	$	131,220	$	129,963	$	132,447	$	261,183	$	264,179
Total interest expense		43,811		43,272		48,873		87,083		96,575
Net interest income		87,409		86,691		83,574		174,100		167,604
Taxable equivalent adjustment		1,912		1,910		1,711		3,822		3,403
Net interest income FTE⁽¹⁾		89,321		88,601		85,285		177,922		171,007
Provision expense for credit losses		—		10,200		2,776		10,200		2,776
Net interest income after provision for credit losses FTE⁽¹⁾		89,321		78,401		82,509		167,722		168,231
Non-interest income:
Service charges		4,127		4,118		4,295		8,245		8,686
Bank card fees		4,732		4,194		4,882		8,926		9,460
Mortgage banking income		2,547		3,315		3,296		5,862		5,951
Other non-interest income		5,660		3,749		1,556		9,409		7,626
Total non-interest income		17,066		15,376		14,029		32,442		31,723
Non-interest expense:
Salaries and benefits		37,746		34,362		36,933		72,108		73,453
Occupancy and equipment		9,436		10,837		10,120		20,273		20,061
Professional fees		1,680		1,423		1,706		3,103		3,352
Data processing		4,452		4,401		4,117		8,853		8,183
Other non-interest expense		7,670		9,017		8,222		16,687		16,875
Other intangible assets amortization		1,947		1,977		1,977		3,924		3,985
Total non-interest expense		62,931		62,017		63,075		124,948		125,909

Income before income taxes FTE⁽¹⁾		43,456		31,760		33,463		75,216		74,045
Taxable equivalent adjustment		1,912		1,910		1,711		3,822		3,403
Income before income taxes		41,544		29,850		31,752		71,394		70,642
Income tax expense		7,522		5,619		5,617		13,141		13,116
Net income	$	34,022	$	24,231	$	26,135	$	58,253	$	57,526
Earnings per share – basic	$	0.89	$	0.63	$	0.68	$	1.52	$	1.51
Earnings per share – diluted		0.88		0.63		0.68		1.51		1.50
Common stock dividend		0.30		0.29		0.28		0.59		0.55


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

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


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

(1

)

Represents a non-GAAP financial measure. See non-GAAP reconciliations below.

NATIONAL BANK HOLDINGS CORPORATION
Loan Portfolio
(Dollars in thousands)

Period End Loan Balances by Type


					June 30, 2025					June 30, 2025
					vs. March 31, 2025					vs. June 30, 2024
	June 30, 2025		March 31, 2025		% Change			June 30, 2024		% Change
Originated:
Commercial:
Commercial and industrial	$	1,829,984	$	1,871,301		(2.2	)%	$	1,906,095		(4.0	)%
Municipal and non-profit		1,125,330		1,116,724		0.8	%		1,063,706		5.8	%
Owner-occupied commercial real estate		1,051,964		1,026,692		2.5	%		921,122		14.2	%
Food and agribusiness		213,254		251,120		(15.1	)%		248,401		(14.1	)%
Total commercial		4,220,532		4,265,837		(1.1	)%		4,139,324		2.0	%
Commercial real estate non-owner occupied		1,118,730		1,136,176		(1.5	)%		1,116,424		0.2	%
Residential real estate		915,213		915,139		0.0	%		923,313		(0.9	)%
Consumer		12,050		11,955		0.8	%		14,385		(16.2	)%
Total originated		6,266,525		6,329,107		(1.0	)%		6,193,446		1.2	%

Acquired:
Commercial:
Commercial and industrial		100,545		105,493		(4.7	)%		124,104		(19.0	)%
Municipal and non-profit		265		271		(2.2	)%		288		(8.0	)%
Owner-occupied commercial real estate		188,745		198,339		(4.8	)%		232,890		(19.0	)%
Food and agribusiness		31,693		33,831		(6.3	)%		48,061		(34.1	)%
Total commercial		321,248		337,934		(4.9	)%		405,343		(20.7	)%
Commercial real estate non-owner occupied		601,890		659,680		(8.8	)%		752,040		(20.0	)%
Residential real estate		296,795		318,510		(6.8	)%		369,003		(19.6	)%
Consumer		460		1,065		(56.8	)%		2,321		(80.2	)%
Total acquired		1,220,393		1,317,189		(7.3	)%		1,528,707		(20.2	)%
Total loans	$	7,486,918	$	7,646,296		(2.1	)%	$	7,722,153		(3.0	)%

Loan Fundings⁽¹⁾


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

(1

)

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

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


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

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

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


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

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

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

Allowance for Credit Losses Analysis


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

Past Due and Non-accrual Loans


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

Asset Quality Data


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

NATIONAL BANK HOLDINGS CORPORATION
Key Metrics⁽¹⁾


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

Total Loans Asset Quality Data⁽⁷⁾⁽⁸⁾
Non-performing loans to total loans		0.45	%		0.45	%		0.34	%		0.45	%		0.34	%
Non-performing assets to total loans and OREO		0.45	%		0.46	%		0.36	%		0.45	%		0.36	%
Allowance for credit losses to total loans		1.19	%		1.18	%		1.25	%		1.19	%		1.25	%
Allowance for credit losses to non-performing loans		266.66	%		260.52	%		370.18	%		266.66	%		370.18	%
Net charge-offs to average loans		0.05	%		0.80	%		0.22	%		0.43	%		0.11	%

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

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

Tangible Common Book Value Ratios


	June 30, 2025			March 31, 2025			December 31, 2024			June 30, 2024
Total shareholders’ equity	$	1,352,496		$	1,329,308		$	1,305,075		$	1,247,644
Less: goodwill and other intangible assets, net		(352,854	)		(354,800	)		(356,777	)		(360,732	)
Add: deferred tax liability related to goodwill		13,741			13,638			13,535			12,871
Tangible common equity (non-GAAP)	$	1,013,383		$	988,146		$	961,833		$	899,783

Total assets	$	9,998,729		$	10,098,870		$	9,807,693		$	9,970,851
Less: goodwill and other intangible assets, net		(352,854	)		(354,800	)		(356,777	)		(360,732	)
Add: deferred tax liability related to goodwill		13,741			13,638			13,535			12,871
Tangible assets (non-GAAP)	$	9,659,616		$	9,757,708		$	9,464,451		$	9,622,990

Tangible common equity to tangible assets calculations:
Total shareholders’ equity to total assets		13.53	%		13.16	%		13.31	%		12.51	%
Less: impact of goodwill and other intangible assets, net		(3.04	)%		(3.03	)%		(3.15	)%		(3.16	)%
Tangible common equity to tangible assets (non-GAAP)		10.49	%		10.13	%		10.16	%		9.35	%

Tangible common book value per share calculations:
Tangible common equity (non-GAAP)	$	1,013,383		$	988,146		$	961,833		$	899,783
Divided by: ending shares outstanding		38,045,622			38,094,105			38,054,482			37,899,453
Tangible common book value per share (non-GAAP)	$	26.64		$	25.94		$	25.28		$	23.74

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


	As of and for the three months ended									As of and for the six months ended
	June 30,			March 31,			June 30,			June 30,			June 30,
	2025			2025			2024			2025			2024
Net income	$	34,022		$	24,231		$	26,135		$	58,253		$	57,526
Add: impact of other intangible assets amortization expense, after tax		1,492			1,516			1,516			3,006			3,055
Net income excluding the impact of other intangible assets amortization expense, after tax (non-GAAP)	$	35,514		$	25,747		$	27,651		$	61,259		$	60,581

Average assets	$	9,873,135		$	9,916,023		$	9,891,665		$	9,894,461		$	9,889,963
Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill		(340,330	)		(342,425	)		(349,030	)		(341,320	)		(350,040	)
Average tangible assets (non-GAAP)	$	9,532,805		$	9,573,598		$	9,542,635		$	9,553,141		$	9,539,923

Average shareholders’ equity	$	1,344,767		$	1,323,915		$	1,243,156		$	1,334,399		$	1,234,719
Less: average goodwill and other intangible assets, net of deferred tax liability related to goodwill		(340,330	)		(342,425	)		(349,030	)		(341,320	)		(350,040	)
Average tangible common equity (non-GAAP)	$	1,004,437		$	981,490		$	894,126		$	993,079		$	884,679

Return on average assets		1.38	%		0.99	%		1.06	%		1.19	%		1.17	%
Return on average tangible assets (non-GAAP)		1.49	%		1.09	%		1.17	%		1.29	%		1.28	%
Return on average equity		10.15	%		7.42	%		8.46	%		8.80	%		9.37	%
Return on average tangible common equity (non-GAAP)		14.18	%		10.64	%		12.44	%		12.44	%		13.77	%

Fully Taxable Equivalent Yield on Earning Assets and Net Interest Margin


	As of and for the three months ended									As of and for the six months ended
	June 30,			March 31,			June 30,			June 30,			June 30,
	2025			2025			2024			2025			2024
Interest income	$	131,220		$	129,963		$	132,447		$	261,183		$	264,179
Add: impact of taxable equivalent adjustment		1,912			1,910			1,711			3,822			3,403
Interest income FTE (non-GAAP)	$	133,132		$	131,873		$	134,158		$	265,005		$	267,582

Net interest income	$	87,409		$	86,691		$	83,574		$	174,100		$	167,604
Add: impact of taxable equivalent adjustment		1,912			1,910			1,711			3,822			3,403
Net interest income FTE (non-GAAP)	$	89,321		$	88,601		$	85,285		$	177,922		$	171,007

Average earning assets	$	9,076,494		$	9,139,904		$	9,117,766		$	9,108,023		$	9,122,548
Yield on earning assets		5.80	%		5.77	%		5.84	%		5.78	%		5.82	%
Yield on earning assets FTE (non-GAAP)		5.88	%		5.85	%		5.92	%		5.87	%		5.90	%
Net interest margin		3.86	%		3.85	%		3.69	%		3.85	%		3.69	%
Net interest margin FTE (non-GAAP)		3.95	%		3.93	%		3.76	%		3.94	%		3.77	%

Efficiency Ratio and Pre-Provision Net Revenue


	As of and for the three months ended									As of and for the six months ended
	June 30,			March 31,			June 30,			June 30,			June 30,
	2025			2025			2024			2025			2024
Net interest income	$	87,409		$	86,691		$	83,574		$	174,100		$	167,604
Add: impact of taxable equivalent adjustment		1,912			1,910			1,711			3,822			3,403
Net interest income FTE (non-GAAP)	$	89,321		$	88,601		$	85,285		$	177,922		$	171,007

Non-interest income	$	17,066		$	15,376		$	14,029		$	32,442		$	31,723

Non-interest expense	$	62,931		$	62,017		$	63,075		$	124,948		$	125,909
Less: other intangible assets amortization		(1,947	)		(1,977	)		(1,977	)		(3,924	)		(3,985	)
Non-interest expense excluding other intangible assets amortization (non-GAAP)	$	60,984		$	60,040		$	61,098		$	121,024		$	121,924

Efficiency ratio		60.24	%		60.76	%		64.62	%		60.50	%		63.17	%
Efficiency ratio excluding other intangible assets amortization FTE (non-GAAP)		57.32	%		57.74	%		61.52	%		57.53	%		60.14	%
Pre-provision net revenue (non-GAAP)	$	41,544		$	40,050		$	34,528		$	81,594		$	73,418
Pre-provision net revenue, FTE (non-GAAP)		43,456			41,960			36,239			85,416			76,821

The MIL Network –

July 23, 2025

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

Source: GlobeNewswire (MIL-OSI)

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

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

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

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

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

DISCUSSION OF RESULTS

Balance Sheet

Loans

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

Investment Securities

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

Deposits

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

Borrowings

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

Income Statement

Net Interest Income and Margin

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

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

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

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

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

Provision for Credit Losses on Loans

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

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

Noninterest Income

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

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

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

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

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

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

Noninterest Expenses

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

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

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

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

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

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

Income Taxes

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

Capital

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

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

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

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

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

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

Investor Relations Contact:

Neelesh Kalani

Executive Vice President, Chief Financial Officer

Phone (717) 510-7097

FINANCIAL HIGHLIGHTS (Unaudited)


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

Profitability for the period:
Net interest income	$	49,512		$	26,103		$	98,273		$	52,984
Provision for (Recovery of) credit losses – loans		209			812			(345	)		1,233
Recovery of credit losses – unfunded loan commitments		(100	)		—			(100	)		(123	)
Noninterest income		12,915			7,172			24,539			13,802
Noninterest expenses		37,614			22,639			75,790			45,108
Income before income tax expense		24,704			9,824			47,467			20,568
Income tax expense		5,256			2,086			9,968			4,299
Net income available to common shareholders	$	19,448		$	7,738		$	37,499		$	16,269

Financial ratios:
Return on average assets ⁽¹⁾		1.45	%		0.97	%		1.40	%		1.04	%
Return on average assets, adjusted ^{(1) (2) (3)}		1.51	%		1.09	%		1.48	%		1.14	%
Return on average equity ⁽¹⁾		14.56	%		11.41	%		14.28	%		12.09	%
Return on average equity, adjusted ^{(1) (2) (3)}		15.12	%		12.88	%		15.05	%		13.33	%
Net interest margin ⁽¹⁾		4.07	%		3.54	%		4.04	%		3.65	%
Efficiency ratio		60.3	%		68.0	%		61.7	%		67.5	%
Efficiency ratio, adjusted ^{(2) (3)}		58.7	%		64.6	%		59.6	%		64.8	%
Income per common share:
Basic	$	1.01		$	0.74		$	1.96		$	1.57
Basic, adjusted ^{(2) (3)}	$	1.05		$	0.84		$	2.06		$	1.73
Diluted	$	1.01		$	0.73		$	1.94		$	1.55
Diluted, adjusted ^{(2) (3)}	$	1.04		$	0.83		$	2.04		$	1.71

Average equity to average assets		9.97	%		8.50	%		9.81	%		8.58	%

⁽¹⁾ Annualized for the three and six months ended June 30, 2025 and 2024.
⁽²⁾ Ratio has been adjusted for the non-recurring charges for all periods presented.
⁽³⁾ Non-GAAP based financial measure. Please refer to Appendix A – Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein.

FINANCIAL HIGHLIGHTS (Unaudited)
(continued)
	June 30,			December 31,
(Dollars in thousands, except per share amounts)		2025			2024
At period-end:
Total assets	$	5,387,645		$	5,441,589
Loans, net of allowance for credit losses		3,883,481			3,882,525
Loans held-for-sale, at fair value		5,206			6,614
Securities available for sale, at fair value		885,373			829,711
Total deposits		4,516,625			4,623,096
FHLB advances and other borrowings and Securities sold under agreements to repurchase		166,381			141,227
Subordinated notes and trust preferred debt		69,021			68,680
Shareholders’ equity		548,448			516,682

Credit quality and capital ratios ⁽¹⁾:
Allowance for credit losses to total loans		1.22	%		1.24	%
Total nonaccrual loans to total loans		0.57	%		0.61	%
Nonperforming assets to total assets		0.42	%		0.45	%
Allowance for credit losses to nonaccrual loans		214	%		202	%
Total risk-based capital:
Orrstown Financial Services, Inc.		13.3	%		12.4	%
Orrstown Bank		13.3	%		12.4	%
Tier 1 risk-based capital:
Orrstown Financial Services, Inc.		11.1	%		10.2	%
Orrstown Bank		12.1	%		11.2	%
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc.		10.9	%		10.0	%
Orrstown Bank		12.1	%		11.2	%
Tier 1 leverage capital:
Orrstown Financial Services, Inc.		9.0	%		8.3	%
Orrstown Bank		9.8	%		9.1	%

Book value per common share	$	28.07		$	26.65

⁽¹⁾ Capital ratios are estimated for the current period, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses (“CECL”) to regulatory capital. Beginning in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the CECL standard.

ORRSTOWN FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)

(Dollars in thousands, except per share amounts)	June 30, 2025			December 31, 2024
Assets
Cash and due from banks	$	54,335		$	51,026
Interest-bearing deposits with banks		95,042			197,848
Cash and cash equivalents		149,377			248,874
Restricted investments in bank stocks		21,204			20,232
Securities available for sale (amortized cost of $916,830 and $864,920 at June 30, 2025 and December 31, 2024, respectively)		885,373			829,711
Loans held for sale, at fair value		5,206			6,614
Loans		3,931,379			3,931,214
Less: Allowance for credit losses		(47,898	)		(48,689	)
Net loans		3,883,481			3,882,525
Premises and equipment, net		51,703			50,217
Cash surrender value of life insurance		145,760			143,854
Goodwill		69,751			68,106
Other intangible assets, net		42,748			47,765
Accrued interest receivable		19,958			21,058
Deferred tax assets, net		36,683			42,647
Other assets		76,401			79,986
Total assets	$	5,387,645		$	5,441,589

Liabilities
Deposits:
Noninterest-bearing	$	918,263		$	894,176
Interest-bearing		3,598,362			3,728,920
Total deposits		4,516,625			4,623,096
Securities sold under agreements to repurchase and federal funds purchased		30,047			25,863
FHLB advances and other borrowings		136,334			115,364
Subordinated notes and trust preferred debt		69,021			68,680
Other liabilities		87,170			91,904
Total liabilities		4,839,197			4,924,907

Shareholders’ Equity
Preferred stock, $1.25 par value per share; 500,000 shares authorized; no shares issued or outstanding		—			—
Common stock, no par value—$0.05205 stated value per share; 50,000,000 shares authorized; 19,713,126 shares issued and 19,535,835 outstanding at June 30, 2025; 19,722,640 shares issued and 19,389,967 outstanding at December 31, 2024		1,026			1,027
Additional paid—in capital		422,349			423,274
Retained earnings		153,923			126,540
Accumulated other comprehensive loss		(24,479	)		(26,316	)
Treasury stock— 177,291 and 332,673 shares, at cost at June 30, 2025 and December 31, 2024, respectively		(4,371	)		(7,843	)
Total shareholders’ equity		548,448			516,682
Total liabilities and shareholders’ equity	$	5,387,645		$	5,441,589

ORRSTOWN FINANCIAL SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

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

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
		2025			2024			2025			2024
Share information:
Basic earnings per share	$	1.01		$	0.74		$	1.96		$	1.57
Diluted earnings per share	$	1.01		$	0.73		$	1.94		$	1.55
Dividends paid per share	$	0.26		$	0.20		$	0.52		$	0.40
Weighted average shares – basic		19,173			10,393			19,165			10,371
Weighted average shares – diluted		19,342			10,553			19,335			10,517

ANALYSIS OF NET INTEREST INCOME
Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)
	Three Months Ended
	6/30/2025						3/31/2025						12/31/2024						9/30/2024						6/30/2024
(In thousands)			Taxable-			Taxable-			Taxable-			Taxable-			Taxable-			Taxable-			Taxable-			Taxable-			Taxable-			Taxable-
	Average		Equivalent			Equivalent	Average		Equivalent			Equivalent	Average		Equivalent			Equivalent	Average		Equivalent			Equivalent	Average		Equivalent			Equivalent
	Balance		Interest			Rate	Balance		Interest			Rate	Balance		Interest			Rate	Balance		Interest			Rate	Balance		Interest			Rate
Assets
Federal funds sold & interest-bearing bank balances	$	136,106	$	1,513		4.46%	$	203,347	$	2,268		4.52%	$	199,236	$	2,492		4.96%	$	184,465	$	2,452		5.29%	$	142,868	$	1,864		5.25%
Investment securities ⁽¹⁾⁽²⁾		904,119		10,626		4.70		865,126		10,052		4.65		849,389		9,887		4.66		849,700		10,123		4.77		538,451		6,114		4.54
Loans ^(1)(3)(4)(5)		3,894,979		63,246		6.52		3,909,694		63,641		6.59		3,961,269		68,073		6.82		3,989,259		70,849		7.07		2,324,942		35,690		6.17
Total interest-earning assets		4,935,203		75,385		6.13		4,978,167		75,961		6.17		5,009,894		80,452		6.38		5,023,424		83,424		6.61		3,006,261		43,668		5.84
Other assets		439,569						447,530						454,271						491,719						204,863
Total assets	$	5,374,772					$	5,425,697					$	5,464,165					$	5,515,143					$	3,211,124
Liabilities and Shareholders’ Equity
Interest-bearing demand deposits	$	2,463,687		13,880		2.26	$	2,473,543		14,156		2.32	$	2,522,885		15,575		2.45	$	2,554,743		16,165		2.52	$	1,649,753		10,118		2.47
Savings deposits		269,309		165		0.25		273,313		165		0.25		272,718		166		0.24		283,337		148		0.21		165,467		140		0.34
Time deposits		914,108		8,810		3.87		970,588		9,939		4.15		998,963		11,109		4.41		1,014,628		12,290		4.82		481,721		5,007		4.18
Total interest-bearing deposits		3,647,104		22,855		2.51		3,717,444		24,260		2.65		3,794,566		26,850		2.81		3,852,708		28,603		2.95		2,296,941		15,265		2.67
Securities sold under agreements to repurchase and federal funds purchased		25,917		106		1.64		26,163		84		1.30		21,572		67		1.23		23,075		96		1.66		13,412		27		0.81
FHLB advances and other borrowings		104,068		1,030		3.97		112,859		1,118		4.02		115,373		1,165		4.01		115,388		1,154		3.98		115,000		1,152		4.03
Subordinated notes and trust preferred debt		68,910		1,330		7.74		68,739		1,296		7.65		68,571		1,360		7.88		68,399		1,437		8.36		32,118		734		9.19
Total interest-bearing liabilities		3,845,999		25,321		2.64		3,925,205		26,758		2.76		4,000,082		29,442		2.92		4,059,570		31,290		3.07		2,457,471		17,178		2.81
Noninterest-bearing demand deposits		904,031						887,726						849,999						807,886						423,037
Other liabilities		89,058						89,077						97,685						110,017						57,828
Total liabilities		4,839,088						4,902,008						4,947,766						4,977,473						2,938,336
Shareholders’ equity		535,684						523,689						516,399						537,670						272,788
Total	$	5,374,772					$	5,425,697					$	5,464,165					$	5,515,143					$	3,211,124
Taxable-equivalent net interest income / net interest spread				50,064		3.49%				49,203		3.41%				51,010		3.46%				52,134		3.55%				26,490		3.02%
Taxable-equivalent net interest margin						4.07%						4.00%						4.05%						4.14%						3.54%
Taxable-equivalent adjustment				(552	)					(442	)					(437	)					(437	)					(387	)
Net interest income			$	49,512					$	48,761					$	50,573					$	51,697					$	26,103
Ratio of average interest-earning assets to average interest-bearing liabilities						128%						127%						125%						124%						122%


NOTES:
⁽¹⁾ Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate.
⁽²⁾ Average balance of investment securities is computed at fair value.
⁽³⁾ Average balances include nonaccrual loans.
⁽⁴⁾ Interest income on loans includes prepayment and late fees, where applicable.
⁽⁵⁾ Interest income on loans includes accretion on purchase accounting marks of $4.9 million, $6.6 million, $7.6 million, $7.3 million and $0.2 million for the three months ended June 30, 2025, March 31, 2025, December 31, 2024, September 30, 2024 and June 30, 2024, respectively.

ANALYSIS OF NET INTEREST INCOME
Average Balances and Interest Rates, Taxable-Equivalent Basis (Unaudited)
(continued)
	Six Months Ended
	June 30, 2025							June 30, 2024
			Taxable-			Taxable-				Taxable-			Taxable-
	Average		Equivalent			Equivalent		Average		Equivalent			Equivalent
(In thousands)	Balance		Interest			Rate		Balance		Interest			Rate
Assets
Federal funds sold & interest-bearing bank balances	$	169,541	$	3,781		4.50	%	$	108,695	$	2,820		5.22	%
Investment securities ⁽¹⁾⁽²⁾		884,730		20,787		4.70			529,151		11,808		4.47
Loans ^{(1)(3)(4)(5)(6)}		3,902,295		126,883		6.56			2,316,522		72,072		6.25
Total interest-earning assets		4,956,566		151,451		6.15			2,954,368		86,700		5.90
Other assets		443,528							200,580
Total assets	$	5,400,094						$	3,154,948
Liabilities and Shareholders’ Equity
Interest-bearing demand deposits	$	2,468,589		28,036		2.29		$	1,610,188		19,310		2.41
Savings deposits		271,104		330		0.25			167,736		284		0.34
Time deposits		942,387		18,749		4.01			455,082		9,187		4.06
Total interest-bearing deposits		3,682,080		47,115		2.58			2,233,006		28,781		2.59
Securities sold under agreements to repurchase and federal funds purchased		26,039		190		1.47			12,711		52		0.83
FHLB advances and other borrowings		108,439		2,148		3.99			126,253		2,626		4.18
Subordinated notes and trust preferred debt		68,825		2,626		7.69			32,109		1,488		9.32
Total interest-bearing liabilities		3,885,383		52,079		2.70			2,404,079		32,947		2.76
Noninterest-bearing demand deposits		895,924							420,253
Other liabilities		89,067							60,078
Total liabilities		4,870,374							2,884,410
Shareholders’ equity		529,720							270,538
Total liabilities and shareholders’ equity	$	5,400,094						$	3,154,948
Taxable-equivalent net interest income / net interest spread				99,372		3.45	%				53,753		3.14	%
Taxable-equivalent net interest margin						4.04	%						3.65	%
Taxable-equivalent adjustment				(1,099	)						(769	)
Net interest income			$	98,273						$	52,984
Ratio of average interest-earning assets to average interest-bearing liabilities						128	%						123	%

NOTES TO ANALYSIS OF NET INTEREST INCOME:
⁽¹⁾ Yields and interest income on tax-exempt assets have been computed on a taxable-equivalent basis assuming a 21% tax rate.
⁽²⁾ Average balance of investment securities is computed at fair value.
⁽³⁾ Average balances include nonaccrual loans.
⁽⁴⁾ Interest income on loans includes prepayment and late fees, where applicable.
⁽⁵⁾ Interest income on loans includes interest recovered of $1.6 million from the payoff of a commercial real estate loan on nonaccrual status for the six months ended June 30, 2024.
⁽⁶⁾ Interest income on loans includes accretion on purchase accounting marks of $11.5 million and $0.3 million for the six months ended June 30, 2025 and 2024, respectively.

ORRSTOWN FINANCIAL SERVICES, INC.
HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)

(In thousands)	June 30, 2025			March 31, 2025			December 31, 2024			September 30, 2024			June 30, 2024
Profitability for the quarter:
Net interest income	$	49,512		$	48,761		$	50,573		$	51,697		$	26,103
Provision for (Recovery of) credit losses		109			(554	)		1,755			13,681			812
Noninterest income		12,915			11,624			11,247			12,386			7,172
Noninterest expenses		37,614			38,176			42,930			60,299			22,639
Income (loss) before income taxes		24,704			22,763			17,135			(9,897	)		9,824
Income tax expense (benefit)		5,256			4,712			3,451			(1,994	)		2,086
Net income (loss)	$	19,448		$	18,051		$	13,684		$	(7,903	)	$	7,738

Financial ratios:
Return on average assets ⁽¹⁾		1.45	%		1.35	%		1.00	%	(0.57)%				0.97	%
Return on average assets, adjusted ^(1)(2)(3)		1.51	%		1.45	%		1.22	%		1.55	%		1.09	%
Return on average equity ⁽¹⁾		14.56	%		13.98	%		10.54	%	(5.85)%				11.41	%
Return on average equity, adjusted ^(1)(2)(3)		15.12	%		14.97	%		12.86	%		15.85	%		12.88	%
Net interest margin ⁽¹⁾		4.07	%		4.00	%		4.05	%		4.14	%		3.54	%
Efficiency ratio		60.3	%		63.2	%		69.4	%		94.1	%		68.0	%
Efficiency ratio, adjusted ⁽²⁾⁽³⁾		58.7	%		60.5	%		62.3	%		60.2	%		64.6	%

Per share information:
Income (loss) per common share:
Basic	$	1.01		$	0.94		$	0.72		$	(0.41	)	$	0.74
Basic, adjusted ⁽²⁾⁽³⁾		1.05			1.01			0.87			1.12			0.84
Diluted		1.01			0.93			0.71			(0.41	)		0.73
Diluted, adjusted ⁽²⁾⁽³⁾		1.04			1.00			0.87			1.11			0.83
Book value		28.07			27.32			26.65			26.65			25.97
Tangible book value⁽³⁾		22.77			21.99			21.19			21.12			24.08
Average tangible common equity⁽³⁾		18.43			17.91			13.62			(6.49	)		12.35
Cash dividends paid		0.26			0.26			0.23			0.23			0.20

Average basic shares		19,172			19,157			19,118			19,088			10,393
Average diluted shares		19,342			19,328			19,300			19,226			10,553
⁽¹⁾ Annualized.
⁽²⁾ Ratio has been adjusted for non-recurring expenses for all periods presented.
⁽³⁾ Non-GAAP based financial measure. Please refer to Appendix A – Supplemental Reporting of Non-GAAP Measures and GAAP to Non-GAAP Reconciliations for a discussion of our use of non-GAAP based financial measures, including tables reconciling GAAP and non-GAAP financial measures appearing herein.

ORRSTOWN FINANCIAL SERVICES, INC.
HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)
(continued)
(In thousands)	June 30, 2025		March 31, 2025		December 31, 2024			September 30, 2024		June 30, 2024
Noninterest income:
Service charges	$	2,630	$	2,395	$	2,050		$	2,360	$	1,283
Interchange income		1,441		1,427		1,608			1,779		961
Swap fee income		669		394		597			505		375
Wealth management income		5,267		5,415		4,902			5,037		3,312
Mortgage banking activities		478		302		517			491		369
Other income		2,422		1,678		1,578			1,943		884
Investment securities gains (losses)		8		13		(5	)		271		(12	)
Total noninterest income	$	12,915	$	11,624	$	11,247		$	12,386	$	7,172

Noninterest expenses:
Salaries and employee benefits	$	21,364	$	20,388	$	22,444		$	27,190	$	13,195
Occupancy, furniture and equipment		4,211		4,675		4,893			4,333		2,705
Data processing		965		924		1,540			2,046		1,237
Advertising and bank promotions		1,077		499		878			537		774
FDIC insurance		674		824		955			862		419
Professional services		2,016		1,826		1,591			1,119		801
Taxes other than income		295		942		(312	)		503		49
Intangible asset amortization		2,472		2,535		2,838			2,464		215
Provision for legal settlement		—		—		478			—		—
Merger-related expenses		968		1,649		3,887			16,977		1,135
Restructuring expenses		—		91		39			257		—
Other operating expenses		3,572		3,823		3,699			4,011		2,109
Total noninterest expenses	$	37,614	$	38,176	$	42,930		$	60,299	$	22,639

HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)
(continued)
(In thousands)	June 30, 2025			March 31, 2025			December 31, 2024			September 30, 2024			June 30, 2024
Balance Sheet at quarter end:
Cash and cash equivalents	$	149,377		$	287,120		$	248,874		$	236,780		$	132,509
Restricted investments in bank stocks		21,204			19,693			20,232			20,247			11,147
Securities available for sale		885,373			855,456			829,711			826,828			529,082
Loans held for sale, at fair value		5,206			5,261			6,614			3,561			1,562
Loans:
Commercial real estate:
Owner occupied		622,315			617,854			633,567			622,726			371,301
Non-owner occupied		1,203,038			1,157,383			1,160,238			1,164,501			710,477
Multi-family		239,388			257,724			274,135			276,296			151,542
Non-owner occupied residential		163,018			168,354			179,512			190,786			89,156
Agricultural		124,291			134,916			125,156			129,486			25,551
Commercial and industrial		487,063			455,494			451,384			471,983			349,425
Acquisition and development:
1-4 family residential construction		38,490			40,621			47,432			56,383			32,439
Commercial and land development		198,889			227,434			241,424			262,317			129,883
Municipal		28,693			30,780			30,044			27,960			10,594
Total commercial loans		3,105,185			3,090,560			3,142,892			3,202,438			1,870,368
Residential mortgage:
First lien		472,030			464,642			460,297			451,195			271,153
Home equity – term		5,784			9,224			5,988			6,508			4,633
Home equity – lines of credit		305,968			295,820			303,561			303,165			192,736
Other – term⁽¹⁾		25,384			—			—			—			—
Installment and other loans		17,028			15,739			18,476			18,131			8,713
Total loans		3,931,379			3,875,985			3,931,214			3,981,437			2,347,603
Allowance for credit losses		(47,898	)		(47,804	)		(48,689	)		(49,630	)		(29,864	)
Net loans held for investment		3,883,481			3,828,181			3,882,525			3,931,807			2,317,739
Goodwill		69,751			68,106			68,106			70,655			18,724
Other intangible assets, net		42,748			45,230			47,765			46,144			1,974
Total assets		5,387,645			5,441,586			5,441,589			5,470,589			3,198,782
Total deposits		4,516,625			4,633,716			4,623,096			4,650,853			2,702,884
FHLB advances and other borrowings and Securities sold under agreements to repurchase		166,381			123,480			141,227			137,310			129,625
Subordinated notes and trust preferred debt		69,021			68,850			68,680			68,510			32,128
Total shareholders’ equity		548,448			532,936			516,682			516,206			278,376

⁽¹⁾ Other – term includes property assessed clean energy (“PACE”) loans.

HISTORICAL TRENDS IN QUARTERLY FINANCIAL DATA (Unaudited)
(continued)
	June 30, 2025			March 31, 2025			December 31, 2024			September 30, 2024			June 30, 2024
Capital and credit quality measures⁽¹⁾:
Total risk-based capital:
Orrstown Financial Services, Inc.		13.3	%		13.1	%		12.4	%		12.4	%		13.3	%
Orrstown Bank		13.3	%		13.0	%		12.4	%		12.2	%		13.1	%
Tier 1 risk-based capital:
Orrstown Financial Services, Inc.		11.1	%		10.8	%		10.2	%		10.0	%		11.1	%
Orrstown Bank		12.1	%		11.9	%		11.2	%		11.0	%		12.0	%
Tier 1 common equity risk-based capital:
Orrstown Financial Services, Inc.		10.9	%		10.6	%		10.0	%		9.8	%		11.1	%
Orrstown Bank		12.1	%		11.9	%		11.2	%		11.0	%		12.0	%
Tier 1 leverage capital:
Orrstown Financial Services, Inc.		9.0	%		8.6	%		8.3	%		8.0	%		8.9	%
Orrstown Bank		9.8	%		9.5	%		9.1	%		8.8	%		9.5	%

Average equity to average assets		9.97	%		9.65	%		9.45	%		9.75	%		8.50	%
Allowance for credit losses to total loans		1.22	%		1.23	%		1.24	%		1.25	%		1.27	%
Total nonaccrual loans to total loans		0.57	%		0.59	%		0.61	%		0.68	%		0.36	%
Nonperforming assets to total assets		0.42	%		0.42	%		0.45	%		0.49	%		0.26	%
Allowance for credit losses to nonaccrual loans		214	%		210	%		202	%		184	%		357	%

Other information:
Net charge-offs	$	115		$	331		$	3,002		$	269		$	113
Classified loans		65,754			76,211			88,628			105,465			48,722
Nonperforming and other risk assets:
Nonaccrual loans		22,423			22,727			24,111			26,927			8,363
Other real estate owned		—			138			138			138			—
Total nonperforming assets		22,423			22,865			24,249			27,065			8,363
Financial difficulty modifications still accruing		5,759			5,127			4,897			9,497			—
Loans past due 90 days or more and still accruing		1,312			400			641			337			187
Total nonperforming and other risk assets	$	29,494		$	28,392		$	29,787		$	36,899		$	8,550
(1) Capital ratios are estimated for the current period, subject to regulatory filings. The Company elected the three-year phase in option for the day-one impact of ASU 2016-13 for current expected credit losses (“CECL”) to regulatory capital. Beginning in 2023, the Company adjusted retained earnings, allowance for credit losses includable in tier 2 capital and the deferred tax assets from temporary differences in risk weighted assets by the permitted percentage of the day-one impact from adopting the new CECL standard.

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

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

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

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

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

(In thousands)

Tangible Book Value per Common Share	June 30, 2025			March 31, 2025			December 31, 2024			September 30, 2024			June 30, 2024
Shareholders’ equity (most directly comparable GAAP-based measure)	$	548,448		$	532,936		$	516,682		$	516,206		$	278,376
Less: Goodwill		69,751			68,106			68,106			70,655			18,724
Other intangible assets		42,748			45,230			47,765			46,144			1,974
Related tax effect		(8,977	)		(9,498	)		(10,031	)		(9,690	)		(415	)
Tangible common equity (non-GAAP)	$	444,926		$	429,098		$	410,842		$	409,097		$	258,093

Common shares outstanding		19,536			19,510			19,390			19,373			10,720

Book value per share (most directly comparable GAAP-based measure)	$	28.07		$	27.32		$	26.65		$	26.65		$	25.97
Intangible assets per share		5.30			5.33			5.46			5.53			1.89
Tangible book value per share (non-GAAP)	$	22.77		$	21.99		$	21.19		$	21.12		$	24.08

Return on Average Common Equity	June 30, 2025			March 31, 2025			December 31, 2024			September 30, 2024		June 30, 2024
Average shareholders’ equity	$	535,684		$	523,689		$	516,399		$	537,670	$	272,788
Less: Average goodwill		68,126			68,106			71,477			36,034		18,724
Less: Average other intangible assets, gross		44,304			46,864			45,319			17,393		2,105
Average tangible equity	$	423,254		$	408,719		$	399,603		$	484,243	$	251,959
Return on average tangible equity		18.43	%		17.91	%		13.62	%	(6.49)%			12.35	%

(In thousands)	Three Months Ended															Six Months Ended
Adjusted Ratios for Non-recurring Charges	June 30, 2025			March 31, 2025			December 31, 2024			September 30, 2024			June 30, 2024			June 30, 2025			June 30, 2024
Net income (loss) (A) – most directly comparable GAAP-based measure	$	19,448		$	18,051		$	13,684		$	(7,903	)	$	7,738		$	37,499		$	16,269
Plus: Merger-related expenses (B)		968			1,649			3,887			16,977			1,135			2,617			1,807
Plus: Executive retirement expenses (B)		—			—			35			4,758			—			—			—
Plus: Provision for credit losses on non-PCD loans (B)		—			—			—			15,504			—			—			—
Plus: Provision for legal settlement (B)		—			—			478			—			—			—			—
Less: Related tax effect (C)		(221	)		(368	)		(1,386	)		(7,915	)		(139	)		(590	)		(140	)
Adjusted net income (D=A+B-C) – Non-GAAP	$	20,195		$	19,332		$	16,698		$	21,421		$	8,734		$	39,526		$	17,936

Average assets (E)	$	5,374,772		$	5,425,697		$	5,464,165		$	5,515,143		$	3,211,124		$	5,400,094		$	3,154,948
Return on average assets (= A / E) – most directly comparable GAAP-based measure ⁽¹⁾		1.45	%		1.35	%		1.00	%	(0.57)%				0.97	%		1.40	%		1.04	%
Return on average assets, adjusted (= D / E) – Non-GAAP ⁽¹⁾		1.51	%		1.45	%		1.22	%		1.55	%		1.09	%		1.48	%		1.14	%

Average equity (F)	$	535,684		$	523,689		$	516,399		$	537,670		$	272,788		$	529,720		$	270,538
Return on average equity (= A / F) – most directly comparable GAAP-based measure ⁽¹⁾		14.56	%		13.98	%		10.54	%	(5.85)%				11.41	%		14.28	%		12.09	%
Return on average equity, adjusted (= D / F) – Non-GAAP ⁽¹⁾		15.12	%		14.97	%		12.86	%		15.85	%		12.88	%		15.05	%		13.33	%

Weighted average shares – basic (G) – most directly comparable GAAP-based measure		19,173			19,157			19,118			19,088			10,393			19,165			10,371
Basic earnings (loss) per share (= A / G) – most directly comparable GAAP-based measure	$	1.01		$	0.94		$	0.72		$	(0.41	)	$	0.74		$	1.96		$	1.57
Basic earnings per share, adjusted (= D / G) – Non-GAAP	$	1.05		$	1.01		$	0.87		$	1.12		$	0.84		$	2.06		$	1.73

Weighted average shares – diluted (H) – most directly comparable GAAP-based measure		19,342			19,328			19,300			19,226			10,553			19,335			10,517
Diluted earnings (loss) per share (= A / H) – most directly comparable GAAP-based measure	$	1.01		$	0.93		$	0.71		$	(0.41	)	$	0.73		$	1.94		$	1.55
Diluted earnings per share, adjusted (= D / H) – Non-GAAP	$	1.04		$	1.00		$	0.87		$	1.11		$	0.83		$	2.04		$	1.71

(1) Annualized
	Three Months Ended															Six Months Ended
	June 30, 2025			March 31, 2025			December 31, 2024			September 30, 2024			June 30, 2024			June 30, 2025			June 30, 2024
Noninterest expense (I) – most directly comparable GAAP-based measure	$	37,614		$	38,176		$	42,930		$	60,299		$	22,639		$	75,790		$	45,108
Less: Merger-related expenses (B)		(968	)		(1,649	)		(3,887	)		(16,977	)		(1,135	)		(2,617	)		(1,807	)
Less: Executive retirement expenses (B)		—			—			(35	)		(4,758	)		—			—			—
Less: Provision for legal settlement (B)		—			—			(478	)		—			—			—			—
Adjusted noninterest expense (J = I – B) – Non-GAAP	$	36,646		$	36,527		$	38,531		$	38,564		$	21,504		$	73,173		$	43,301

Net interest income (K)	$	49,512		$	48,761		$	50,573		$	51,697		$	26,103		$	98,273		$	52,984
Noninterest income (L)		12,915			11,624			11,247			12,386			7,172			24,539			13,802
Total operating income (M = K + L)	$	62,427		$	60,385		$	61,820		$	64,083		$	33,275		$	122,812		$	66,786

Efficiency ratio (= I / M) – most directly comparable GAAP-based measure		60.3	%		63.2	%		69.4	%		94.1	%		68.0	%		61.7	%		67.5	%
Efficiency ratio, adjusted (= J / M) – Non-GAAP		58.7	%		60.5	%		62.3	%		60.2	%		64.6	%		59.6	%		64.8	%

(1) Annualized

Appendix B- Investment Portfolio Concentrations

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

(In thousands)

Sector	Portfolio Mix		Amortized Book		Fair Value		Credit Enhancement		AAA		AA		A		BBB		BB		NR		Collateral / Guarantee Type
Unsecured ABS	—	%	$	2,827	$	2,673	28	%	—	%	—	%	—	%	—	%	—	%	100	%	Unsecured Consumer Debt
Student Loan ABS	—			3,577		3,576	28		—		—		—		—		—		100		Seasoned Student Loans
Federal Family Education Loan ABS	8			75,724		74,828	11		—		47		33		7		13		—		Federal Family Education Loan ⁽¹⁾
PACE Loan ABS	—			1,912		1,702	7		100		—		—		—		—		—		PACE Loans ⁽²⁾
Non-Agency CMBS	3			24,012		24,027	24		—		—		—		—		—		100
Non-Agency RMBS	2			15,936		14,596	16		100		—		—		—		—		—		Reverse Mortgages ⁽³⁾
Municipal – General Obligation	11			100,035		90,241			16		77		7		—		—		—
Municipal – Revenue	13			120,446		105,710			—		82		12		—		—		6
SBA ReRemic ⁽⁵⁾	—			1,904		1,890			—		100		—		—		—		—		SBA Guarantee ⁽⁴⁾
Small Business Administration	1			5,156		5,275			—		100		—		—		—		—		SBA Guarantee ⁽⁴⁾
Agency MBS	22			198,876		197,965			—		100		—		—		—		—		Residential Mortgages ⁽⁴⁾
Agency CMO	38			344,233		342,057			—		100		—		—		—		—
U.S. Treasury securities	2			20,036		18,641			—		100		—		—		—		—		U.S. Government Guarantee ⁽⁴⁾
Corporate bonds	—			1,941		1,977			—		—		52		48		—		—
	100	%	$	916,615	$	885,158			4	%	85	%	5	%	1	%	1	%	4	%

⁽¹⁾ 97% guaranteed by U.S. government
⁽²⁾ PACE acronym represents Property Assessed Clean Energy loans
⁽³⁾ Non-agency reverse mortgages with current structural credit enhancements
⁽⁴⁾ Guaranteed by U.S. government or U.S. government agencies
⁽⁵⁾ SBA ReRemic acronym represents Re-Securitization of Real Estate Mortgage Investment Conduits

Note: Ratings in table are the lowest of the six rating agencies (Standard & Poor’s, Moody’s, Fitch, Morningstar, DBRS and Kroll Bond Rating Agency). Standard & Poor’s rates U.S. government obligations at AA+.

About the Company

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

Cautionary Note Regarding Forward-Looking Statements

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

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

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

The MIL Network –

July 23, 2025

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

Source: GlobeNewswire (MIL-OSI)

Quarterly and Year-to-Date Highlights:

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

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

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

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

Selected Financial Highlights (unaudited)

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

Discussion of financial results for the three months ended June 30, 2025:

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

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

Non-GAAP Financial Measures (unaudited)

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

	Three months ended						Six months ended
(dollars in thousands)	June 30						June 30
		2025			2024			2025			2024

Net Interest Income	$	19,065		$	14,925		$	36,923		$	29,635
Taxable equivalent basis adjustment using 21% marginal tax rate		199			199			397			394
Net interest income on a fully taxable equivalent basis	$	19,264		$	15,124		$	37,320		$	30,029


	Three months ended						Six months ended
(dollars in thousands)	June 30						June 30
		2025			2024			2025			2024

Average equity	$	223,351		$	179,494		$	220,787		$	180,791
Average goodwill and other intangibles		(29,394	)		(29,457	)		(29,402	)		(29,466	)
Average tangible equity	$	193,957		$	150,037		$	191,385		$	151,325

Forward-Looking Statements

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

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

NORWOOD FINANCIAL CORP
Consolidated Balance Sheets
(dollars in thousands, except share and per share data)
(unaudited)
		June 30
		2025			2024
ASSETS
Cash and due from banks	$	32,052		$	29,903
Interest-bearing deposits with banks		20,993			39,492
Cash and cash equivalents		53,045			69,395

Securities available for sale		402,460			397,578
Loans receivable		1,790,574			1,641,355
Less: Allowance for credit losses		20,908			17,806
Net loans receivable		1,769,666			1,623,549
Regulatory stock, at cost		7,538			6,443
Bank premises and equipment, net		21,608			18,265
Bank owned life insurance		46,099			46,121
Foreclosed real estate owned		–			–
Accrued interest receivable		8,642			8,329
Deferred tax assets, net		17,693			21,707
Goodwill		29,266			29,266
Other intangible assets		121			183
Other assets		9,212			14,480
TOTAL ASSETS	$	2,365,350		$	2,235,316

LIABILITIES
Deposits:
Non-interest bearing demand	$	406,358		$	391,849
Interest-bearing		1,591,476			1,419,323
Total deposits		1,997,834			1,811,172
Short-term borrowings		26,500			62,335
Other borrowings		85,350			148,087
Accrued interest payable		10,975			13,329
Other liabilities		19,266			18,206
TOTAL LIABILITIES		2,139,925			2,053,129

STOCKHOLDERS’ EQUITY
Preferred Stock, no par value per share, authorized 5,000,000 shares		–			–
Common Stock, $.10 par value per share,
authorized: 20,000,000 shares,
issued: 2025: 9,490,505 shares, 2024: 8,311,851 shares		949			831
Surplus		126,990			98,082
Retained earnings		131,199			139,070
Treasury stock, at cost: 2025: 229,983 shares, 2024: 221,540 shares		(6,208	)		(5,977	)
Accumulated other comprehensive loss		(27,505	)		(49,819	)
TOTAL STOCKHOLDERS’ EQUITY		225,425			182,187

TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY	$	2,365,350		$	2,235,316

NORWOOD FINANCIAL CORP
Consolidated Statements of Income
(dollars in thousands, except per share data)
(unaudited)
		Three Months Ended June 30,				Six Months Ended June 30,
		2025		2024		2025		2024
INTEREST INCOME
Loans receivable, including fees	$	27,115	$	24,121	$	53,103	$	47,802
Securities		3,871		2,584		7,742		5,109
Other		220		966		446		1,697
Total Interest income		31,206		27,671		61,291		54,608

INTEREST EXPENSE
Deposits		10,869		10,687		21,617		20,796
Short-term borrowings		211		356		669		692
Other borrowings		1,061		1,703		2,082		3,485
Total Interest expense		12,141		12,746		24,368		24,973
NET INTEREST INCOME		19,065		14,925		36,923		29,635
PROVISION FOR (RELEASE OF) CREDIT LOSSES		950		347		1,807		(276	)
NET INTEREST INCOME AFTER PROVISION FOR (RELEASE OF) CREDIT LOSSES		18,115		14,578		35,116		29,911


OTHER INCOME
Service charges and fees		1,514		1,504		3,027		2,847
Income from fiduciary activities		226		225		551		463
Gains on sales of loans, net		65		36		112		42
Earnings and proceeds on life insurance policies		266		253		552		520
Other		177		189		357		341
Total other income		2,248		2,207		4,599		4,213

OTHER EXPENSES
Salaries and employee benefits		6,605		5,954		13,077		12,090
Occupancy, furniture and equipment		1,349		1,229		2,727		2,489
Data processing and related operations		1,189		1,024		2,274		2,046
Taxes, other than income		192		179		385		272
Professional fees		623		508		1,282		1,092
FDIC Insurance assessment		355		309		761		670
Foreclosed real estate		137		15		141		36
Amortization of intangibles		15		19		30		38
Other		2,066		2,207		3,918		4,442
Total other expenses		12,531		11,444		24,595		23,175

INCOME BEFORE TAX EXPENSE		7,832		5,341		15,120		10,949
INCOME TAX EXPENSE		1,627		1,128		3,142		2,303
NET INCOME	$	6,205	$	4,213	$	11,978	$	8,646

Basic earnings per share	$	0.67	$	0.52	$	1.30	$	1.07

Diluted earnings per share	$	0.67	$	0.52	$	1.30	$	1.07

NORWOOD FINANCIAL CORP
NET INTEREST MARGIN ANALYSIS
(dollars in thousands)

	For the Quarter Ended
	June 30, 2025								March 31, 2025								June 30, 2024
	Average						Average		Average						Average		Average						Average
	Balance			Interest			Rate		Balance			Interest			Rate		Balance			Interest			Rate
	(2)			(1)			(3)		(2)			(1)			(3)		(2)			(1)			(3)
Assets
Interest-earning assets:
Interest-bearing deposits with banks	$	19,085		$	220		4.62	%	$	20,802		$	226		4.41	%	$	69,173		$	967		5.62	%
Securities available for sale:
Taxable		404,428			3,624		3.59			408,427			3,623		3.60			401,014			2,206		2.21
Tax-exempt (1)		44,158			312		2.83			44,242			312		2.86			69,126			477		2.78
Total securities available for sale (1)		448,586			3,936		3.52			452,669			3,935		3.53			470,140			2,683		2.30
Loans receivable (1) (4) (5)		1,783,626			27,249		6.13			1,743,572			26,120		6.08			1,629,283			24,220		5.98
Total interest-earning assets		2,251,297			31,405		5.60			2,217,043			30,281		5.54			2,168,596			27,870		5.17
Non-interest earning assets:
Cash and due from banks		30,323								28,705								26,422
Allowance for credit losses		(20,733	)							(20,154	)							(18,023	)
Other assets		94,922								93,131								69,718
Total non-interest earning assets		104,512								101,682								78,117
Total Assets	$	2,355,809							$	2,318,725							$	2,246,713
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and money market	$	573,904		$	2,887		2.02		$	546,884		$	2,801		2.08		$	450,918		$	2,397		2.14
Savings		204,318			119		0.23			211,905			142		0.27			233,676			286		0.49
Time		821,725			7,863		3.84			793,803			7,805		3.99			755,224			8,004		4.26
Total interest-bearing deposits		1,599,947			10,869		2.72			1,552,592			10,748		2.81			1,439,818			10,687		2.99
Short-term borrowings		17,757			211		4.77			44,297			458		4.19			61,689			356		2.32
Other borrowings		95,792			1,061		4.44			93,549			1,021		4.43			149,442			1,703		4.58
Total interest-bearing liabilities		1,713,496			12,141		2.84			1,690,438			12,227		2.93			1,650,949			12,746		3.11
Non-interest bearing liabilities:
Demand deposits		389,323								380,544								387,962
Other liabilities		29,639								29,549								28,308
Total non-interest bearing liabilities		418,962								410,093								416,270
Stockholders’ equity		223,351								218,194								179,494
Total Liabilities and Stockholders’ Equity	$	2,355,809							$	2,318,725							$	2,246,713
Net interest income/spread (tax equivalent basis)					19,264		2.75	%					18,054		2.61	%					15,124		2.06	%
Tax-equivalent basis adjustment					(199	)							(197	)							(199	)
Net interest income				$	19,065							$	17,857							$	14,925
Net interest margin (tax equivalent basis)							3.43	%							3.30	%							2.80	%


(1) Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.
(2) Average balances have been calculated based on daily balances.
(3) Annualized
(4) Loan balances include non-accrual loans and are net of unearned income.
(5) Loan yields include the effect of amortization of deferred fees, net of costs.



	Year to Date
	June 30, 2025								March 31, 2025								June 30, 2024
	Average						Average		Average						Average		Average						Average
	Balance			Interest			Rate		Balance			Interest			Rate		Balance			Interest			Rate
	(2)			(1)			(3)		(2)			(1)			(3)		(2)			(1)			(3)
Assets
Interest-earning assets:
Interest-bearing deposits with banks	$	19,939		$	446		4.51	%	$	20,802		$	226		4.41	%	$	61,551		$	1,697		5.54	%
Securities available for sale:
Taxable		406,416			7,247		3.60			408,427			3,623		3.60			401,645			4,353		2.18
Tax-exempt (1)		44,199			626		2.86			44,242			312		2.86			69,503			958		2.77
Total securities available for sale (1)		450,615			7,873		3.52			452,669			3,935		3.53			471,148			5,311		2.27
Loans receivable (1) (4) (5)		1,763,710			53,369		6.10			1,743,572			26,120		6.08			1,620,694			47,994		5.96
Total interest-earning assets		2,234,264			61,688		5.57			2,217,043			30,281		5.54			2,153,393			55,002		5.14
Non-interest earning assets:
Cash and due from banks		29,519								28,705								25,508
Allowance for credit losses		(20,445	)							(20,154	)							(18,559	)
Other assets		94,031								93,131								71,705
Total non-interest earning assets		103,105								101,682								78,654
Total Assets	$	2,337,369							$	2,318,725							$	2,232,047
Liabilities and Stockholders’ Equity
Interest-bearing liabilities:
Interest-bearing demand and money market	$	560,469		$	5,688		2.05		$	546,884		$	2,801		2.08		$	450,372		$	4,707		2.10
Savings		208,090			261		0.25			211,905			142		0.27			234,611			536		0.46
Time		807,841			15,668		3.91			793,803			7,805		3.99			740,211			15,553		4.23
Total interest-bearing deposits		1,576,400			21,617		2.77			1,552,592			10,748		2.81			1,425,194			20,796		2.93
Short-term borrowings		30,954			669		4.36			44,297			458		4.19			59,843			692		2.33
Other borrowings		94,676			2,082		4.43			93,549			1,021		4.43			152,470			3,485		4.60
Total interest-bearing liabilities		1,702,030			24,368		2.89			1,690,438			12,227		2.93			1,637,507			24,973		3.07
Non-interest bearing liabilities:
Demand deposits		384,958								380,544								387,014
Other liabilities		29,594								29,549								26,735
Total non-interest bearing liabilities		414,552								410,093								413,749
Stockholders’ equity		220,787								218,194								180,791
Total Liabilities and Stockholders’ Equity	$	2,337,369							$	2,318,725							$	2,232,047
Net interest income/spread (tax equivalent basis)					37,320		2.68	%					18,054		2.61	%					30,029		2.07	%
Tax-equivalent basis adjustment					(397	)							(197	)							(394	)
Net interest income				$	36,923							$	17,857							$	29,635
Net interest margin (tax equivalent basis)							3.37	%							3.30	%							2.80	%


(1) Interest and yields are presented on a tax-equivalent basis using a marginal tax rate of 21%.
(2) Average balances have been calculated based on daily balances.
(3) Annualized
(4) Loan balances include non-accrual loans and are net of unearned income.
(5) Loan yields include the effect of amortization of deferred fees, net of costs.

NORWOOD FINANCIAL CORP
Financial Highlights (Unaudited)
(dollars in thousands, except per share data)

For the Three Months Ended June 30		2025			2024

Net interest income	$	19,065		$	14,925
Net income		6,205			4,213

Net interest spread (fully taxable equivalent)		2.75	%		2.06	%
Net interest margin (fully taxable equivalent)		3.43	%		2.80	%
Return on average assets		1.06	%		0.75	%
Return on average equity		11.14	%		9.44	%
Return on average tangible equity		12.83	%		11.29	%
Basic earnings per share	$	0.67		$	0.52
Diluted earnings per share	$	0.67		$	0.52

For the Six Months Ended June 30		2025			2024

Net interest income		36,923			29,635
Net income		11,978			8,646

Net interest spread (fully taxable equivalent)		2.68	%		2.07	%
Net interest margin (fully taxable equivalent)		3.37	%		2.80	%
Return on average assets		1.03	%		0.78	%
Return on average equity		10.94	%		9.62	%
Return on average tangible equity		12.62	%		11.49	%
Basic earnings per share		1.30			1.07
Diluted earnings per share		1.30			1.07



As of June 30		2025			2024

Total assets	$	2,365,350		$	2,235,316
Total loans receivable		1,790,574			1,641,355
Allowance for credit losses		20,908			17,806
Total deposits		1,997,834			1,811,172
Stockholders’ equity		225,425			182,187
Trust assets under management		207,402			201,079

Book value per share	$	24.34		$	22.52
Tangible book value per share	$	21.17		$	18.88
Equity to total assets		9.53	%		8.15	%
Allowance to total loans receivable		1.17	%		1.08	%
Nonperforming loans to total loans		0.45	%		0.47	%
Nonperforming assets to total assets		0.34	%		0.34	%

NORWOOD FINANCIAL CORP
Consolidated Balance Sheets (unaudited)
(dollars in thousands)
		June 30			March 31			December 31			September 30			June 30
		2025			2025			2024			2024			2024
ASSETS
Cash and due from banks	$	32,052		$	31,729		$	27,562		$	47,072		$	29,903
Interest-bearing deposits with banks		20,993			43,678			44,777			35,808			39,492
Cash and cash equivalents		53,045			75,407			72,339			82,880			69,395

Securities available for sale		402,460			408,742			397,846			396,891			397,578
Loans receivable		1,790,574			1,771,269			1,713,638			1,675,139			1,641,356
Less: Allowance for credit losses		20,908			20,442			19,843			18,699			17,807
Net loans receivable		1,769,666			1,750,827			1,693,795			1,656,440			1,623,549
Regulatory stock, at cost		7,538			7,616			13,366			6,329			6,443
Bank owned life insurance		46,099			46,914			46,657			46,382			46,121
Bank premises and equipment, net		21,608			20,273			19,657			18,503			18,264
Foreclosed real estate owned		–			–			–			–			–
Goodwill and other intangibles		29,387			29,402			29,418			29,433			29,449
Other assets		35,547			36,863			44,384			42,893			44,517
TOTAL ASSETS	$	2,365,350		$	2,376,044		$	2,317,462		$	2,279,751		$	2,235,316

LIABILITIES
Deposits:
Non-interest bearing demand	$	406,358		$	391,377		$	381,479		$	420,967		$	391,849
Interest-bearing deposits		1,591,476			1,613,071			1,477,684			1,434,284			1,419,323
Total deposits		1,997,834			2,004,448			1,859,163			1,855,251			1,811,172
Borrowings		111,850			118,590			214,862			197,412			210,422
Other liabilities		30,241			32,299			29,929			31,434			31,534
TOTAL LIABILITIES		2,139,925			2,155,337			2,103,954			2,084,097			2,053,128

STOCKHOLDERS’ EQUITY		225,425			220,707			213,508			195,654			182,188

TOTAL LIABILITIES AND
STOCKHOLDERS’ EQUITY	$	2,365,350		$	2,376,044		$	2,317,462		$	2,279,751		$	2,235,316



NORWOOD FINANCIAL CORP
Consolidated Statements of Income (unaudited)
(dollars in thousands, except per share data)
		June 30			March 31			December 31			September 30			June 30
Three months ended		2025			2025			2024			2024			2024
INTEREST INCOME
Loans receivable, including fees	$	27,115		$	25,988		$	26,122		$	25,464		$	24,121
Securities		3,871			3,870			2,789			2,526			2,584
Other		220			226			574			497			966
Total interest income		31,206			30,084			29,485			28,487			27,671

INTEREST EXPENSE
Deposits		10,869			10,748			10,984			10,553			10,687
Borrowings		1,272			1,479			1,876			2,003			2,059
Total interest expense		12,141			12,227			12,860			12,556			12,746
NET INTEREST INCOME		19,065			17,857			16,625			15,931			14,925
PROVISION FOR (RELEASE OF) CREDIT LOSSES		950			857			1,604			1,345			347
NET INTEREST INCOME AFTER (RELEASE OF) PROVISION
FOR CREDIT LOSSES		18,115			17,000			15,021			14,586			14,578

OTHER INCOME
Service charges and fees		1,514			1,513			1,595			1,517			1,504
Income from fiduciary activities		226			325			224			256			225
Net realized (losses) gains on sales of securities		–			–			(19,962	)		–			–
Gains on sales of loans, net		65			47			50			103			36
Gains on sales of foreclosed real estate owned		–			–			–			–			32
Earnings and proceeds on life insurance policies		266			286			275			261			253
Other		177			180			159			158			157
Total other income		2,248			2,351			(17,659	)		2,295			2,207

OTHER EXPENSES
Salaries and employee benefits		6,605			6,472			6,690			6,239			5,954
Occupancy, furniture and equipment, net		2,538			1,378			1,291			1,269			1,229
Foreclosed real estate		137			4			9			9			15
FDIC insurance assessment		355			406			335			339			309
Other		2,896			3,804			5,094			4,175			3,937
Total other expenses		12,531			12,064			13,419			12,031			11,444

INCOME BEFORE TAX (BENEFIT) EXPENSE		7,832			7,287			(16,057	)		4,850			5,341
INCOME TAX (BENEFIT) EXPENSE		1,627			1,514			(3,406	)		1,006			1,128
NET (LOSS) INCOME	$	6,205		$	5,773		$	(12,651	)	$	3,844		$	4,213

Basic (loss) earnings per share	$	0.67		$	0.63		$	(1.54	)	$	0.48		$	0.52

Diluted (loss) earnings per share	$	0.67		$	0.63		$	(1.54	)	$	0.48		$	0.52

Book Value per share	$	24.34		$	23.84		$	23.02		$	24.18		$	22.52
Tangible Book Value per share		21.17			20.66			19.85			20.54			18.88

Return on average assets (annualized)		1.06	%		1.01	%		-2.19	%		0.68	%		0.75	%
Return on average equity (annualized)		11.14	%		10.73	%		-26.08	%		8.09	%		9.44	%
Return on average tangible equity (annualized)		12.83	%		12.40	%		-30.77	%		9.58	%		11.29	%

Net interest spread (fte)		2.75	%		2.61	%		2.31	%		2.23	%		2.06	%
Net interest margin (fte)		3.43	%		3.30	%		3.04	%		2.99	%		2.80	%

Allowance for credit losses to total loans		1.17	%		1.15	%		1.16	%		1.12	%		1.08	%
Net charge-offs to average loans (annualized)		0.08	%		0.07	%		0.12	%		0.08	%		0.13	%
Nonperforming loans to total loans		0.45	%		0.45	%		0.46	%		0.47	%		0.47	%
Nonperforming assets to total assets		0.34	%		0.33	%		0.34	%		0.35	%		0.34	%

The MIL Network –

July 23, 2025

MIL-OSI: BlackLine Announces Date for Second Quarter 2025 Earnings Release and Conference Call

Source: GlobeNewswire (MIL-OSI)

LOS ANGELES, July 22, 2025 (GLOBE NEWSWIRE) — BlackLine, Inc. (Nasdaq: BL) announced today that it will release financial results for the second quarter ended June 30, 2025 after market close on Tuesday, August 5, 2025 followed by a conference call hosted by management at 2:00 p.m. PT / 5:00 p.m. ET. A live webcast and replay will be accessible on BlackLine’s investor relations website at https://investors.blackline.com/. To access the conference call by phone, please register here, and dial-in details will be provided. To avoid delays, we encourage participants to dial into the conference call fifteen minutes ahead of the scheduled start time.

About BlackLine

BlackLine (Nasdaq: BL), the future-ready platform for the Office of the CFO, drives digital finance transformation by empowering organizations with accurate, efficient, and intelligent financial operations.

BlackLine’s comprehensive platform addresses mission-critical processes, including record-to-report and invoice-to-cash, enabling unified and accurate data, streamlined and optimized processes, and real-time insight through visibility, automation, and AI. BlackLine’s proven, collaborative approach ensures continuous transformation, delivering immediate impact and sustained value. With a proven track record of innovation, industry-leading R&D investment, and world-class security practices, more than 4,400 customers across multiple industries partner with BlackLine to lead their organizations into the future.

For more information, please visit blackline.com.

Investor Relations Contact:
Matt Humphries, CFA
matt.humphries@blackline.com

The MIL Network –

July 23, 2025

MIL-OSI Security: Passenger Pleads Guilty to Sexual Assault Charges During Flight From Montana to Texas

Source: US FBI

MISSOULA – A New Jersey man accused of sexual assault while flying from Bozeman, Montana to Dallas, Texas admitted to charges today, U.S. Attorney Kurt Alme said.

The defendant, Bhaveshkumar Dahyabhai Shukla, 37, pleaded guilty to one count of abusive sexual contact in the special aircraft jurisdiction of the United States. Shukla faces up to 2 years of imprisonment, a $250,000 fine, and at least 5 years of supervised release.

U.S. Magistrate Judge Kathleen L. DeSoto presided. U.S. District Court Judge Dana L. Christensen will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors. Sentencing is set for November 19, 2025. Shukla was detained pending further proceedings.

The government alleged in court documents that on January 26, 2025, Shukla was flying from Bozeman to Dallas on American Airlines. He was seated next to Jane Doe and Doe’s daughter. Jane Doe had a coat on her lap because she was cold. Shukla also placed his coat on his lap and initially acted as if he was sleeping but began using his right hand to rub Jane Doe’s left leg near her pocket on her hip. Jane Doe initially thought Shukla was trying to pick her pocket, so she and her daughter got up and went to the restroom to diffuse the situation.

Shukla continued rubbing Jane Doe’s inner and outer thigh throughout the flight. Doe was scared and firmly told him to “stop touching me.” Shukla said he was sorry and attempted to offer her something out of his bag. He also tried to talk to Jane Doe’s daughter, and Doe responded, “she’s fine. Don’t talk to my daughter.” As the flight continued, the plane hit some turbulence and the flight crew remained seated. Shukla continued to rub Jane Doe’s thigh and, frightened, she turned her back to him, at which point he started rubbing her lower back and buttocks.

A witness seated in the row behind Shukla and Jane Doe confirmed that Shukla inappropriately touched Jane Doe for a large portion of the flight.

Assistant U.S. Attorneys Zeno Baucus and Brian Lowney prosecuted the case. The FBI, ICE and Dallas Fort Worth International Airport Police conducted the investigation.

XXX

MIL Security OSI –

July 23, 2025

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

The MIL Network –

July 23, 2025

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

The MIL Network –

July 23, 2025

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

The MIL Network –

July 23, 2025

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.

The MIL Network –

July 23, 2025

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	%

The MIL Network –

July 23, 2025

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 USA News –

July 23, 2025

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 –

July 23, 2025

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

Source: United States Attorneys General