# CITY HOLDING CO (CHCO)

Informational only - not investment advice.

CIK: 0000726854
SIC: 6021 National Commercial Banks
SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Depository Institutions](/major-group/60/) > [SIC 6021 National Commercial Banks](/industry/6021/)
Latest 10-K filed: 2026-02-25
SEC page: https://www.sec.gov/edgar/browse/?CIK=726854
Filing source: https://www.sec.gov/Archives/edgar/data/726854/000072685426000062/chco-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 321216000 | USD | 2025 | 2026-02-25 |
| Net income | 130485000 | USD | 2025 | 2026-02-25 |
| Assets | 6722018000 | USD | 2025 | 2026-02-25 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000726854.json. Derived margins are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 132,152,000 | 142,930,000 | 163,901,000 | 197,700,000 | 178,259,000 | 165,467,000 | 189,688,000 | 271,264,000 | 306,429,000 | 321,216,000 |
| Net income | 52,128,000 | 54,310,000 | 70,002,000 | 89,352,000 | 89,595,000 | 88,080,000 | 102,071,000 | 114,365,000 | 117,101,000 | 130,485,000 |
| Diluted EPS | 3.45 | 3.48 | 4.49 | 5.42 | 5.55 | 5.66 | 6.80 | 7.61 | 7.89 | 8.93 |
| Assets | 3,984,403,000 | 4,132,281,000 | 4,899,012,000 | 5,018,756,000 | 5,758,640,000 | 6,003,695,000 | 5,878,106,000 | 6,168,052,000 | 6,459,459,000 | 6,722,018,000 |
| Liabilities | 3,541,965,000 | 3,629,774,000 | 4,298,248,000 | 4,360,773,000 | 5,057,534,000 | 5,322,590,000 | 5,300,254,000 | 5,490,986,000 | 5,728,795,000 | 5,912,338,000 |
| Stockholders' equity | 442,438,000 | 502,507,000 | 600,764,000 | 657,983,000 | 701,106,000 | 681,105,000 | 577,852,000 | 677,066,000 | 730,664,000 | 809,680,000 |
| Cash and cash equivalents | 88,139,000 | 82,508,000 | 122,991,000 | 140,144,000 | 528,659,000 | 634,631,000 | 200,000,000 | 156,276,000 | 225,389,000 | 191,919,000 |
| Net margin | 39.45% | 38.00% | 42.71% | 45.20% | 50.26% | 53.23% | 53.81% | 42.16% | 38.21% | 40.62% |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000726854.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q2 | 2022-06-30 |  |  | 1.51 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | 1.83 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 |  |  | 1.63 | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 67,681,000 | 32,733,000 | 2.16 | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 70,189,000 | 29,839,000 | 1.98 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 71,864,000 | 27,452,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q1 | 2024-03-31 | 73,568,000 | 29,523,000 | 1.97 | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 75,990,000 | 29,115,000 | 1.96 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 78,051,000 | 29,809,000 | 2.02 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 78,820,000 | 28,654,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 77,388,000 | 30,342,000 | 2.06 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 80,291,000 | 33,387,000 | 2.29 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 82,090,000 | 35,188,000 | 2.41 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 81,447,000 | 31,568,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 78,769,000 | 31,735,000 | 2.20 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
- [UNRATE](/indicator/UNRATE/): Unemployment Rate
- [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit
- [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit
- [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
- [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
- [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
- [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
- [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
- [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food
- [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy
- [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter
- [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index
- [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
- [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities
- [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate
- [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate
- [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio
- [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed
- [CE16OV](/indicator/CE16OV/): Employment Level
- [ICSA](/indicator/ICSA/): Initial Claims
- [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm
- [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm
- [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product
- [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period
- [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index
- [TCU](/indicator/TCU/): Capacity Utilization: Total Index
- [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units
- [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
- [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade
- [PCE](/indicator/PCE/): Personal Consumption Expenditures
- [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income
- [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate
- [M2SL](/indicator/M2SL/): M2
- [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance
- [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States
- [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States
- [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States
- [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States
- [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States
- [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized
- [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized
- [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks
- [GDP](/indicator/GDP/): Gross Domestic Product
- [GPDI](/indicator/GPDI/): Gross Private Domestic Investment
- [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment
- [PCEC](/indicator/PCEC/): Personal Consumption Expenditures
- [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services
- [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt
- [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product
- [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit
- [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts
- [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures
- [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing
- [USCONS](/indicator/USCONS/): All Employees, Construction
- [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade
- [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities
- [USGOVT](/indicator/USGOVT/): All Employees, Government
- [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private
- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
- [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
- [BUSINV](/indicator/BUSINV/): Total Business Inventories
- [EXPGS](/indicator/EXPGS/): Exports of Goods and Services
- [IMPGS](/indicator/IMPGS/): Imports of Goods and Services
- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/726854/000072685426000122/chco-20260331.htm

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization.
Confidence: high
Filing date: 2026-05-06
Report date: 2026-03-31

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

Critical Accounting Policies and Estimates

The accounting policies of the Company conform with U.S. generally accepted accounting principles and require management to make estimates and develop assumptions that affect the amounts reported in the financial statements and related footnotes. These estimates and assumptions are based on information available to management as of the date of the financial statements. Actual results could differ significantly from management’s estimates. As this information changes, management’s estimates and assumptions used to prepare the Company’s financial statements and related disclosures may also change. The most significant accounting policies followed by the Company are presented in Note One to the audited financial statements included in the Company’s 2025 Annual Report to Shareholders. The information included in this Quarterly Report on Form 10-Q, including the Consolidated Financial Statements, Notes to Consolidated Financial Statements, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, should be read in conjunction with the financial statements and notes thereto included in the 2025 Annual Report of the Company.  Based on the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified: (i) the determination of the allowance for credit losses (ii) income taxes and (iii) acquisition and preliminary purchase price accounting to be the accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new information becomes available.

Allowance for Credit Losses

The allowance for credit losses is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off in the future. Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics, such as differences in underwriting standards, portfolio mix, delinquency level, or term, as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. These evaluations are conducted at least quarterly and more frequently if deemed necessary. Additionally, all commercial loans within the portfolio are subject to internal risk grading. Risk grades are generally assigned by the primary lending officer and are periodically evaluated by the Company’s internal loan review process.

In evaluating the appropriateness of its allowance for credit losses, the Company stratifies the loan portfolio into six major groupings. The Company has identified the following portfolio segments and measures the allowance for credit losses using the following methods:

Portfolio Segment (1)

Measurement Method

Commercial and industrial

Migration

Commercial real estate:

   1-4 family

Migration

   Hotels

Migration

   Multi-family

Migration

   Non Residential Non-Owner Occupied

Migration

   Non Residential Owner Occupied

Migration

Residential real estate

Vintage

Home equity

Vintage

Consumer

Vintage

(1)    For demand deposit overdrafts, the allowance for credit losses is measured using the historical loss rate    

Migration is an analysis that tracks a closed pool of loans for a configurable period of time and calculates a loss ratio on only those loans in the pool at the start date based on outstanding balance. Vintage is a predictive loss model that includes a reasonable approximation of probable and estimable future losses by tracking each loan's net losses over the life of the loan as compared to its original balance. Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective evaluation. When management determines that foreclosure is probable,

36

Table of Contents

the expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

Expected credit losses are estimated over the contractual term of the loan, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a restructured loan will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

The Company uses a number of economic variables in its scenarios to estimate the Allowance for credit losses (ACL), with the most significant drivers being an unemployment rate forecast and qualitative adjustments. In the March 31, 2026 and December 31, 2025 estimates, the Company assumed a 2-year unemployment forecast range of 4.2% to 4.6%. Historical loss rates from periods where the average unemployment rate matches the forecast range are considered when calculating the forecast period loss rate. Historical loss rates from periods where the average unemployment rate matches the forecast range are considered when calculating the forecast period loss rate.

Based on sensitivity analysis of all portfolios, a 0.0050% change (slight improvement or decline on bank's scale) in all 11 qualitative risk factors (where assigned) would have a $2.4 million impact on the reserve allocation. Changing each factor by 0.01% (moderate improvement or decline) would have a $4.7 million impact. Management recognizes that these are extreme scenarios and it is very unlikely that all risk factors would change by 0.005% or 0.01% simultaneously. For the March 31, 2026 estimate, management did not adjust any qualitative factors utilized in the previous quarter.

Income Taxes

The Company is subject to federal and state income taxes in the jurisdictions in which it conducts business.  In computing the provision for income taxes, management must make judgments regarding interpretation of laws in those jurisdictions.  Because the application of tax laws and regulations for many types of transactions is susceptible to varying interpretations, amounts reported in the financial statements could be changed at a later date upon final determinations by taxing authorities.  On a quarterly basis, the Company estimates its annual effective tax rate for the year and uses that rate to provide for income taxes on a year-to-date basis.  The amount of unrecognized tax benefits could change over the next twelve months as a result of various factors.  However, management cannot currently estimate the range of possible change.  The Company is currently open to audit under the statute of limitations by the Internal Revenue Service and various state taxing authorities for the years ended December 31, 2022 and forward.

The effective tax rate is calculated by taking the statutory rate and adjusting for permanent and discrete items. The discrete items can vary between periods but historically have remained consistent.

37

Table of Contents

Financial Summary

Three months ended March 31, 2026 vs. 2025

The Company's financial performance is summarized in the following table:

Three months ended March 31,

2026

2025

Net income available to common shareholders (in thousands)

$

31,735 

$

30,342 

Earnings per common share, basic

$

2.20 

$

2.06 

Earnings per common share, diluted

$

2.20 

$

2.06 

Dividend payout ratio

39.5 

%

38.4 

%

ROA(1)

1.92 

%

1.89 

%

ROE(1)

15.6 

%

16.3 

%

ROATCE(1)

19.3 

%

20.7 

%

Average equity to average assets ratio

12.3 

%

11.6 

%

(1)    ROA (Return on Average Assets) is a measure of the effectiveness of asset utilization. ROE (Return on Average Equity) is a measure of the return on shareholders' investment. ROATCE (Return on Average Tangible Common Equity) is a measure of the return on shareholders' equity, less intangible assets.

The Company's net interest income was $59.6 million for the three months ended March 31, 2026 compared to $55.8 million for the three months ended March 31, 2025 (see Net Interest Income). The Company recorded a $0.6 million provision of credit losses for the three months ended March 31, 2026 compared to no provision for credit losses for the three months ended March 31, 2025 (see Allowance for Credit Losses). As further discussed under the caption Non-Interest Income and Non-Interest Expense, non-interest income increased $0.9 million and non-interest expense increased $1.8 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Balance Sheet Analysis

Selected balance sheet fluctuations from the year ended December 31, 2025 are summarized in the following table (in millions, except percentages):

March 31,

December 31,

2026

2025

$ Change

% Change

Cash and cash equivalents

$

299.0 

$

191.9 

$

107.1 

55.8 

%

Total investment securities

1,470.6 

1,532.8 

(62.2)

(4.1)

Gross loans

4,495.7 

4,507.0 

(11.3)

(0.3)

Total deposits

5,343.6 

5,301.0 

42.6 

0.8 

Cash and cash equivalents increased $107.1 million (55.8%) from December 31, 2025 to $299.0 million at March 31, 2026 primarily due to income from operations, an increase in deposit balances and proceeds from maturities and calls of available-for-sale securities that were partially offset by cash utilized for common stock repurchases

Total investment securities decreased $(62.2) million ((4.1)%) from December 31, 2025 to $1.47 billion at March 31, 2026, due to maturities and calls of available-for-sale securities.

Gross loans decreased $11.3 million (0.3%) from December 31, 2025 to $4.50 billion at March 31, 2026. Commercial and industrial loans decreased $12.4 million (2.7%) and consumer loans decreased $4.4 million (9.2%) during the first three months of 2026. These decreases were partially offset by an increase in residential real estate loans of $3.3 million (0.2%) and commercial real estate loans of $1.6 million (0.1%).

38

Table of Contents

Total deposits increased $42.6 million (0.8%) from December 31, 2025 to $5.3 billion at March 31, 2026. Savings deposits increased $32.3 million, time deposit balances increased $6.8 million, and interest-bearing demand deposits increased $6.3 million. These increases were partially offset by a decrease of $2.8 million in non interest-bearing deposits.

Net Interest Income

Three months ended March 31, 2026 vs. 2025

The Company’s net interest income increased approximately $3.8 million, or 6.8%, from $55.8 million during the first quarter of 2025 to $59.6 million during the first quarter of 2026. The Company’s tax equivalent net interest income increased approximately $3.9 million from $56.0 million for the first quarter of 2025 to $59.9 million for the first quarter of 2026 (see Non-GAAP section). Net interest income increased by $3.1 million due to a decrease in the cost of interest-bearing liabilities (26 basis points) and by $2.9 million due to an increase in average loan balances ($203.3 million). Additionally, net interest income increased $0.6 million due to an increase in average investment security balances ($64.4 million).

These increases were partially offset by a lowe

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization.
Confidence: high

Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations 

Statistical Information

The information noted below is provided pursuant to Guide 3 - Statistical Disclosure by Bank Holding Companies and 17 CFR § 229.1400.

Description of Information

Page

Reference

Item I.

Distribution of Assets, Liabilities and Stockholders'

Equity; Interest Rates and Interest Differential

a.

Average Balance Sheets

34

b.

Analysis of Net Interest Earnings

35

c.

Rate Volume Analysis of Changes in Interest Income and Expense

35

II.

Investment Portfolio

a.

Maturity Schedule of Investments

45

III.

Loan Portfolio

a.

Types of Loans

45

b.

Maturities and Sensitivity to Changes in Interest Rates

45

c.

Other Interest Bearing Assets

None

d.

Risk Elements

 76

V.

Deposits

a.

Breakdown of Deposits by Categories, Average Balance and Average Rate Paid

34

b.

Maturity Schedule of Uninsured Time Certificates of Deposit

51

VI.

Return on Equity and Assets

33

VII.

Short-term Borrowings

40

30

CITY HOLDING COMPANY

City Holding Company (the "Company"), a West Virginia corporation headquartered in Charleston, West Virginia, is a registered financial holding company under the Bank Holding Company Act and conducts its principal activities through its wholly owned subsidiary, City National Bank of West Virginia ("City National"). City National is a retail and consumer-oriented community bank with 96 bank branches in West Virginia (58), Kentucky (22), Virginia (13) and southeastern Ohio (3). City National provides credit, deposit, and wealth and investment management services to its customers in a broad geographical area that includes many rural and small community markets in addition to larger cities including Charleston (WV), Huntington (WV), Martinsburg (WV), Ashland (KY), Lexington (KY), Winchester (VA) and Staunton (VA). In the Company's key markets, the Company's primary subsidiary, City National, often ranks in the top three relative to deposit market share and the top two relative to branch share (Charleston/Huntington MSA, Beckley/Lewisburg counties, Staunton MSA and Winchester, VA/WV Eastern Panhandle counties). In addition to its branch network, City National's delivery channels include automated-teller-machines ("ATMs"), interactive-teller-machines ("ITMs"), mobile banking, debit cards, interactive voice response systems, and internet technology. The Company’s business activities are currently limited to one reportable business segment, which is community banking. See Note Three for additional information on the Company's reportable business segment.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The accounting policies of the Company conform to U.S. generally accepted accounting principles and require management to make estimates and develop assumptions that affect the amounts reported in the financial statements and related footnotes. These estimates and assumptions are based on information available to management as of the date of the financial statements. Actual results could differ significantly from management’s estimates. As this information changes, management’s estimates and assumptions used to prepare the Company’s financial statements and related disclosures may also change. The most significant accounting policies followed by the Company are presented in Note One of the Notes to Consolidated Financial Statements included herein. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, management has identified: (i) the determination of the allowance for credit losses and (ii) income taxes accounting to be the accounting areas that require the most subjective or complex judgments and, as such, could be most subject to revision as new information becomes available.

Allowance for Credit Losses

The Allowance for Credit Losses section of this Annual Report on Form 10-K provides management’s analysis of the Company’s allowance for credit losses and related provision. The allowance for credit losses is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics, such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. These evaluations are conducted at least quarterly and more frequently if deemed necessary. Additionally, all commercial loans within the portfolio are subject to internal risk grading. Risk grades are generally assigned by the primary lending officer and are periodically evaluated by the Company’s internal loan review process.

31

In evaluating the appropriateness of its allowance for credit losses, the Company stratifies the loan portfolio into six major groupings. The Company has identified the following portfolio segments and measures the allowance for credit losses using the following methods:

Portfolio Segment

Measurement Method

Commercial and industrial

Migration

Commercial real estate:

   1-4 family

Migration

   Hotels

Migration

   Multi-family

Migration

   Non Residential Non-Owner Occupied

Migration

   Non Residential Owner Occupied

Migration

Residential real estate

Vintage

Home equity

Vintage

Consumer

Vintage

Migration is an analysis that tracks a closed pool of loans for a configurable period of time and calculates a loss ratio on only those loans in the pool at the start date based on outstanding balance. Vintage is a predictive loss model that includes a reasonable approximation of probable and estimable future losses by tracking each loan's net losses over the life of the loan as compared to its original balance. For demand deposit overdrafts, the allowance for credit losses is measured using the historical loss rate. Loans that do not share risk characteristics are evaluated on an individual basis. Loans evaluated individually are not included in the collective evaluation. When management determines that foreclosure is probable, the expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate.

Expected credit losses are estimated over the contractual term of the loan, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a troubled-debt restructuring will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.

The Company uses a number of economic variables in its scenarios to estimate the allowance for credit losses, with the most significant drivers being an unemployment rate forecast and qualitative adjustments. In the December 31, 2025 estimate, the Company assumed a 2-year unemployment forecast range of 4.2% to 4.6%, compared to a range of 4.2% to 4.8% utilized in the December 31, 2024 estimate. Historical loss rates from periods where the average unemployment rate matches the forecast range are considered when calculating the forecast period loss rate. Based on sensitivity of the portfolio, the change had a less than $0.5 million impact on the reserve.

Based on sensitivity analysis of all portfolios, a 0.0050% change (slight improvement or decline on bank's scale) in all 11 qualitative risk factors (where assigned) would have a $2.4 million impact on the reserve allocation. Changing each factor by 0.01% (moderate improvement or decline) would have a $4.7 million impact. Management recognizes that these are extreme scenarios and it is very unlikely that all risk factors would change by 0.005% or 0.01% simultaneously. For the December 31, 2025 estimate, management assigned a slight improvement (0.005% decrease) to the Criticized/Classified loan trends factor in each commercial pool which decreased the reserve $0.1 million.

Income Taxes

The Income Taxes section of this Annual Report on Form 10-K provides management’s analysis of the Company’s income taxes.  The Company is subject to federal and state income taxes in the jurisdictions in which it conducts business.  In computing the provision for income taxes, management must make judgments regarding interpretation of laws in those jurisdictions.  Because the application of tax laws and regulations for many types of transactions is susceptible to varying interpretations, amounts reported in the financial statements could be changed at a later date upon final determinations by taxing authorities.  On a quarterly basis, the Company estimates its annual effective tax rate for the year and uses that rate to provide for income taxes on a year-to-date basis.  The Company's unrecognized tax benefits could change over the next twelve months as a result of various factors.    The Company is currently open to audit under the statute of limitations by the Internal Revenue Service and various state taxing authorities for the years ended December 31, 2022 and forward.

32

The effective tax rate is calculated by taking the statutory rate and adjusting for permanent and discrete items. The discrete items can vary between periods but historically have remained consistent.

FINANCIAL SUMMARY

The Company’s financial performance over the previous three years is summarized in the following table:

2025

2024

2023

Net income available to common shareholders (in thousands)

$

130,485 

$

117,101 

$

114,365 

Earnings per common share, basic

$

8.94 

$

7.91 

$

7.62 

Earnings per common share, diluted

$

8.93 

$

7.89 

$

7.61 

Cash dividends declared

$

3.32 

$

3.01 

$

2.73 

Book value per share

$

56.41 

$

49.69 

$

45.65 

Dividend payout ratio

37.2 

%

38.1 

%

35.9 

%

ROA*

1.97 

%

1.85 

%

1.87 

%

ROE*

16.9 

%

16.4 

%

18.0 

%

ROATCE*

21.2 

%

21.2 

%

23.8 

%

*ROA (Return on Average Assets) is a measure of the effectiveness of asset utilization. ROE (Return on Average Equity) is a measure of the return on shareholders’ investment. ROATCE (Return on Average Tangible Common Equity) is a measure of the return on shareholders’ equity less intangible assets.

BALANCE SHEET ANALYSIS

Select balance sheet fluctuations and ratios are summarized in the following table (in millions):

December 31,

2025

2024

$ Change

% Change

Cash and cash equivalents

$

191.9 

$

225.4 

$

(33.5)

(14.9)

%

Investment securities

1,532.8 

1,451.1 

81.7 

5.6 

%

Gross loans

4,507.0 

4,274.8 

232.2 

5.4 

%

Total deposits

5,301.0 

5,144.2 

156.8 

3.0 

%

Cash and cash equivalents decreased $33.5 million (14.9%) from $225.4 million at December 31, 2024, to $191.9 million at December 31, 2025, primarily due to an increase in gross loans, increase in investment balances, and treasury share repurchases that were partially offset by an increase in deposit balances and net income retained.

Investment securities increased $81.7 million (5.6%) from $1.45 billion at December 31, 2024, to $1.53 billion at December 31, 2025, due to purchases of investment securities.

Gross loans increased $232.2 million (5.4%) from December 31, 2024 to $4.51 billion at December 31, 2025. Commercial real estate loans increased $98.6 million (5.6%), residential real estate loans increased $86.5 million (4.7%), commercial and industrial loans increased $34.1 million (8.1%), and home equity loans increased $25.5 million (12.8%) for the year ended December 31, 2025. These increases were partially offset by a decrease in consumer loans of $10.5 million (18.1%).

Total deposits increased $156.8 million (3.0%) from December 31, 2024 to $5.3 billion at December 31, 2025. Noninterest-bearing demand deposit balances increased $69.2 million, time deposit balances increased $54.2 million, savings deposit balances increased $29.2 million, and interest-bearing demand deposit balances increased $4.2 million.

33

TABLE ONE

AVERAGE BALANCE SHEETS AND NET INTEREST INCOME

(In thousands)

2025

2024

2023

Average Balance (6)

Interest

Yield/

Rate

Average Balance (6)

Interest

Yield/

Rate

Average Balance (6)

Interest

Yield/

Rate

Assets

Loan portfolio(1):

Residential real estate(2),(3)

$

2,086,207 

$

109,849 

5.27 

%

$

1,978,804 

$

100,401 

5.07 

%

$

1,899,239 

$

88,083 

4.64 

%

Commercial, financial, and agriculture(3)

2,210,665 

138,980 

6.29 

2,088,474 

137,071 

6.56 

1,935,038 

120,783 

6.24 

Installment loans to individuals(3),(4)

57,832 

3,658 

6.33 

66,565 

4,048 

6.08 

66,636 

3,828 

5.74 

     Total loans

4,354,704 

252,487 

5.80 

4,133,843 

241,520 

5.84 

3,900,913 

212,694 

5.45 

Securities:

   Taxable

1,392,157 

59,896 

4.30 

1,295,289 

54,132 

4.18 

1,273,674 

48,335 

3.79 

   Tax-exempt(5)

137,059 

3,997 

2.92 

158,257 

4,153 

2.62 

175,383 

4,878 

2.78 

     Total securities

1,529,216 

63,893 

4.18 

1,453,546 

58,285 

4.01 

1,449,057 

53,213 

3.67 

Deposits in depository institutions

131,001 

5,675 

4.33 

144,134 

7,495 

5.20 

142,299 

6,382 

4.48 

     Total interest-earning assets

6,014,921 

322,055 

5.35 

5,731,523 

307,300 

5.36 

5,492,269 

272,289 

4.96 

Cash and due from banks

97,771 

104,575 

74,443 

Bank premises and equipment

69,651 

71,298 

72,582 

Goodwill and intangible assets

158,889 

161,318 

153,937 

Other assets

288,361 

299,378 

329,198 

   Less: Allowance for credit losses

(20,994)

(22,804)

(22,089)

Total assets

$

6,608,599 

$

6,345,288 

$

6,100,340 

Liabilities

Interest-bearing demand deposits

$

1,338,751 

$

13,224 

0.99 

%

$

1,323,507 

$

15,335 

1.16 

%

$

1,291,234 

$

11,048 

0.86 

%

Savings deposits

1,241,530 

9,291 

0.75 

1,231,698 

8,917 

0.72 

1,332,527 

7,979 

0.60 

Time deposits(3)

1,287,094 

42,841 

3.33 

1,149,773 

40,277 

3.50 

969,329 

18,260 

1.88 

Customer repurchase agreements

355,952 

13,165 

3.70 

337,368 

15,500 

4.59 

290,440 

12,027 

4.14 

FHLB long-term advances

150,000 

6,292 

4.19 

146,721 

6,163 

4.20 

66,849 

2,709 

4.05 

     Total interest-bearing liabilities

4,373,327 

84,813 

1.94 

4,189,067 

86,192 

2.06 

3,950,379 

52,023 

1.32 

Noninterest-bearing demand deposits

1,367,035 

1,336,625 

1,389,295 

Other liabilities

95,225 

107,061 

125,377 

Total shareholders’ equity

773,012 

712,535 

635,289 

Total liabilities and shareholders’ equity

$

6,608,599 

$

6,345,288 

$

6,100,340 

Net interest income

$

237,242 

$

221,108 

$

220,266 

Net yield on earning assets

3.94 

%

3.86 

%

4.01 

%

1.For purposes of this table, non-accruing loans have been included in average balances and the following net loan fees (in thousands) have been included in interest income:

2025

2024

2023

Loan fees, net

$

357 

$

494 

$

1,366 

2.Includes the Company's residential real estate and home equity loan categories.

34

3.Included in the above table are the following amounts (in thousands) for the accretion of the fair value adjustments related to the Company's acquisitions:

2025

2024

2023

Residential real estate

$

352 

$

202 

$

243 

Commercial, financial, and agriculture

2,217 

3,301 

2,276 

Installment loans to individuals

10 

21 

41 

Time deposits

15 

110 

535 

     Total

$

2,594 

$

3,634 

$

3,095 

4.Includes the Company’s consumer and DDA overdrafts loan categories.

5.Computed on a fully federal tax-equivalent basis assuming a tax rate of approximately 21%.

6.Computed based on daily averages

35

TABLE TWO

RATE/VOLUME ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE

(In thousands)

2025 vs. 2024

Increase (Decrease)

Due to Change In:

2024 vs. 2023

Increase (Decrease)

Due to Change In:

Volume

Rate

Net

Volume

Rate

Net

Interest-earning assets:

Loan portfolio

   Residential real estate

$

5,449 

$

3,999 

$

9,448 

$

3,690 

$

8,628 

$

12,318 

   Commercial, financial, and agriculture

8,020 

(6,111)

1,909 

9,577 

6,711 

16,288 

   Installment loans to individuals

(531)

141 

(390)

(4)

224 

220 

     Total loans

12,938 

(1,971)

10,967 

13,263 

15,563 

28,826 

Securities:

   Taxable

4,048 

1,716 

5,764 

820 

4,977 

5,797 

   Tax-exempt(1)

(556)

400 

(156)

(476)

(249)

(725)

     Total securities

3,492 

2,116 

5,608 

344 

4,728 

5,072 

Deposits in depository institutions

(683)

(1,137)

(1,820)

82 

1,031 

1,113 

Total interest-earning assets

$

15,747 

$

(992)

$

14,755 

$

13,689 

$

21,322 

$

35,011 

Interest-bearing liabilities:

Interest-bearing demand deposits

$

177 

$

(2,288)

$

(2,111)

$

276 

$

4,011 

$

4,287 

   Savings deposits

71 

303 

374 

(604)

1,542 

938 

   Time deposits

4,810 

(2,246)

2,564 

3,399 

18,618 

22,017 

   Customer repurchase agreements

854 

(3,189)

(2,335)

1,943 

1,530 

3,473 

 FHLB long-term advances

138 

(9)

129 

3,237 

217 

3,454 

Total interest-bearing liabilities

6,050 

(7,429)

(1,379)

8,251 

25,918 

34,169 

Net Interest Income

$

9,697 

$

6,437 

$

16,134 

$

5,438 

$

(4,596)

$

842 

1.Fully federal taxable equivalent using a tax rate of approximately 21%.

NET INTEREST INCOME

2025

2024

2023

Total interest income

$

321,216 

$

306,429 

$

271,264 

Total interest expense

84,813 

86,192 

52,023 

Net interest income

$

236,403 

$

220,237 

$

219,241 

2025 vs. 2024

The Company’s net interest income increased from $220.2 million for the year ended December 31, 2024 to $236.4 million for the year ended December 31, 2025. The Company’s tax equivalent net interest income increased $16.1 million, or 7.3%, from $221.1 million for the year ended December 31, 2024 to $237.2 million for the year ended December 31, 2025. Due to an increase in average loan balances ($220.9 million), net interest income increased by $12.8 million. Additionally, net interest income increased by $7.5 million due to a decrease in the cost of interest bearing liabilities of 12 basis points, by $3.5 million due to an increase in the average balance of investments ($75.7 million), and by $2.1 million due to an increase in the yield on investment securities of 17 basis points.

These increases were partially offset by an increase in the average balances of interest bearing liabilities ($184.3 million) which decreased net interest income by $6.1 million. Decreases in the yield on deposits in depository institutions (87 basis points) and loans (1 basis point) also decreased net interest income by $1.1 million and $0.8 million, respectively. The Company’s reported net interest margin increased from 3.86% for the year ended December 31, 2024 to 3.94% for the year ended December 31, 2025.

36

2024 vs. 2023

The Company’s net interest income increased from $219.2 million for the year ended December 31, 2023 to $220.2 million for the year ended December 31, 2024. The Company’s tax equivalent net interest income increased $0.8 million, or 0.4%, from $220.3 million for the year ended December 31, 2023 to $221.1 million for the year ended December 31, 2024. Due to increases in loan yields (net of loan fees and accretion) of 40 basis points and an increase in average loan balances ($185.5 million), net interest income increased $15.2 million and $10.3 million, respectively. Additionally, an increase in the yield on investment securities of 34 basis points increased net interest income by $4.7 million and a 72 basis point increase on deposits in depository institutions increased net interest income by $1.0 million. The acquisition of Citizens Commerce Bancshares, Inc., and its subsidiary, Citizens Commerce Bank (“Citizens”) of Versailles, Kentucky, during the first quarter of 2023 added $2.8 million of net interest income during the year ended December 31, 2024.

These increases were partially offset by an increase in the cost of interest bearing liabilities (78 basis points) which decreased net interest income by $25.5 million and higher balances of interest bearing liabilities ($193.8 million) that lowered net interest income by $7.9 million. The Company’s reported net interest margin decreased from 4.01% for the year ended December 31, 2023 to 3.86% for the year ended December 31, 2024.

Non-GAAP Financial Measures

Management of the Company uses measures in its analysis of the Company's performance other than those in accordance with generally accepted accounting principles in the United States of America ("GAAP"). These measures are useful when evaluating the underlying performance of the Company's operations. The Company's management believes that these non-GAAP measures enhance comparability of results with prior periods and demonstrate the effects of significant gains and charges in the current period. The Company's management believes that investors may use these non-GAAP financial measures to evaluate the Company's financial performance without the impact of those items that may obscure trends in the Company's performance. These disclosures should not be viewed as a substitute for financial measures determined in accordance with GAAP, nor are they comparable to non-GAAP financial measures that may be presented by other companies. The following table reconciles fully taxable equivalent net interest income with net interest income as derived from the Company's financial statements, as well as other non-GAAP measures (dollars in thousands):

37

TABLE THREE

NON-GAAP FINANCIAL MEASURES

(dollars in thousands)

2025

2024

2023

Net interest income ("GAAP")

$

236,403 

$

220,237 

$

219,241 

Taxable equivalent adjustment

839 

871 

1,025 

Net interest income, fully taxable equivalent

$

237,242 

$

221,108 

$

220,266 

Equity to assets ("GAAP")

12.04 

%

11.31 

%

10.98 

%

Effect of goodwill and other intangibles, net

(2.11)

(2.25)

(2.41)

Tangible common equity to tangible assets

9.93 

%

9.06 

%

8.57 

%

38

NON-INTEREST INCOME AND NON-INTEREST EXPENSE

2025 vs. 2024

Selected income statement fluctuations and ratios are summarized in the following table (dollars in millions):

For the year ended December 31,

2025

2024

$ Change

% Change

Net investment security losses

$

(0.4)

$

(2.7)

$

2.3 

85 

%

Non-interest income, excluding net investment securities losses

78.2 

76.0 

2.2 

3 

%

Non-interest expense

154.1 

147.2 

6.9 

5 

%

Non-interest income was $77.8 million for the year ended December 31, 2025, as compared to $73.3 million for the year ended December 31, 2024. In 2025, the Company reported $0.2 million of realized security gains and $0.6 million of unrealized security losses on the Company’s equity securities as compared to $2.8 million realized security losses and $0.2 million of unrealized security gains on the Company’s equity securities in 2024.

Exclusive of these realized and unrealized gains and losses, non-interest income increased $2.2 million, or 2.9%, from $76.0 million for 2024 to $78.2 million for 2025. This increase was largely attributable to an increase of $1.1 million, or 9.7%, in wealth and investment management fee income and an increase of $0.8 million, or 2.6%, from service charges. Additionally, other income increased $0.3 million, or 9.8%, from the year ended December 31, 2024.

Non-interest expenses increased $6.9 million, or 4.7%, from $147.2 million for 2024 to $154.1 million for 2025. This increase was primarily due to an increase in salaries and employee benefit expenses ($2.8 million due to salary adjustments and increased health insurance costs); other tax-related matters ($1.3 million); and equipment and software related expense ($1.3 million). In addition, other expenses increased $1.0 million and bankcard expense increased $0.5 million. These expenses were partially offset by lower advertising expenses of $0.7 million.

2024 vs. 2023

    Selected income statement fluctuations are summarized in the following table (dollars in millions):

For the year ended December 31,

2024

2023

$ Change

% Change

Net investment security losses

$

(2.7)

$

(4.5)

$

1.8 

40 

%

Non-interest income, excluding net investment securities losses

76.0 

75.1 

0.9 

1 

%

Non-interest expense, excluding merger-related expenses

147.2 

138.4 

8.8 

6 

%

Non-interest income was $73.3 million for the year ended December 31, 2024, as compared to $70.6 million for the year ended December 31, 2023. In 2024, the Company reported $2.8 million of realized security losses and $0.2 million of unrealized security gains on the Company’s equity securities as compared to $4.9 million realized security losses and $0.4 million of unrealized security gains on the Company’s equity securities in 2023. The realized security losses during both 2024 and 2023, which lowered diluted earnings per share by $0.15 and $0.25, respectively, were executed to reposition a portion of our investment securities.

Exclusive of these realized and unrealized gains and losses, non-interest income increased $0.9 million, or 1.2%, from $75.1 million for 2023 to $76.0 million for 2024. This increase was largely attributable to an increase of $1.7 million, or 17.7%, in wealth and investment management fee income and an increase of $1.5 million, or 5.3%, from service charges. Additionally, bankcard revenues increased $0.5 million, or 1.9%, from the year ended December 31, 2023. These increases were partially offset by a decrease of $2.0 million from bank owned life insurance (lower death benefits) and $0.8 million in other income.

39

Non-interest expenses increased $3.7 million, or 2.6%, from $143.5 million for 2023 to $147.2 million for 2024. This increase was primarily due to an increase in salaries and employee benefit expenses ($3.2 million due to salary adjustments (4.1%) and increased health insurance (5.0%)) and equipment and software related expense ($1.5 million). In addition, bankcard expense increased $1.1 million and advertising expenses increased $0.7 million. These expenses were partially offset by lower other expenses of $2.9 million that were primarily related to acquisition and integration expenses associated with the Citizens acquisition completed in 2023 ($5.2 million).

INCOME TAXES

    Selected information regarding the Company's income taxes is presented in the table below (dollars in millions):

For the year ended December 31,

2025

2024

2023

Income tax expense

$

31.0 

$

27.4 

$

28.7 

Effective tax rate

19.2 

%

19.0 

%

20.1 

%

A reconciliation of the effective tax rate to the statutory rate is included in Note Twelve of the Notes to Consolidated Financial Statements.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company was in a net deferred tax asset position ($30.0 million) at December 31, 2025 and a net deferred tax asset position ($41.7 million) at December 31, 2024. The decrease was primarily due to a decrease in the deferred tax asset associated with unrealized securities losses ($11.2 million), as the market values of the Company's investment portfolio increased.

The components of the Company’s net deferred tax assets are disclosed in Note Twelve of the Notes to Consolidated Financial Statements. Realization of the most significant net deferred tax assets is primarily dependent on future events taking place that will reverse the current deferred tax assets. The deferred tax asset associated with unrealized securities losses is the tax impact of the unrealized losses on the Company’s available-for-sale security portfolio.  The impact of the Company’s unrealized losses is noted in the Company’s Consolidated Statements of Changes in Shareholders’ Equity as an adjustment to Accumulated Other Comprehensive (Loss) Income.  This deferred tax asset would be realized if the unrealized securities losses on the Company's securities were realized from the sales of the related securities. The Company believes that it is more likely than not that each of the deferred tax assets will be realized and that no material valuation allowances were necessary as of December 31, 2025 or 2024.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

The Company evaluates the adequacy of liquidity at both the Parent Company level and at the banking subsidiary level. At the Parent Company level, the principal source of cash is dividends from its banking subsidiary, City National. Dividends paid by City National to the Parent Company are subject to certain legal and regulatory limitations. Generally, any dividends in amounts that exceed the earnings retained by City National in the current year plus retained net profits for the preceding two years must be approved by regulatory authorities. At December 31, 2025, City National could pay dividends up to $43.7 million without prior regulatory permission.

During 2025, the Parent Company used cash obtained from the dividends received primarily to: (1) pay common dividends to shareholders and (2) fund repurchases of the Company's common shares. Additional information concerning sources and uses of cash by the Parent Company is discussed in Note Nineteen of the Notes to Consolidated Financial Statements.

The Parent Company anticipates continuing the payment of dividends, which are expected to approximate $50.0 million on an annualized basis for 2026 based on common shareholders of record at December 31, 2025 at a dividend rate of $3.48 per share for 2026.  However, dividends to shareholders can, if necessary, be suspended. In addition to these anticipated cash needs, the Parent Company has operating expenses and other contractual obligations, which are estimated to require $2.2 million of additional cash over the next 12 months. As of December 31, 2025, the Parent Company reported a cash balance of $148.9 million and management believes that the Parent Company’s available cash balance, together with

40

cash dividends from City National, will be adequate to satisfy its funding and cash needs over the next twelve months. Excluding the dividend payments discussed above, the Parent Company has no significant commitments or obligations in years after 2026.

City National manages its liquidity position in an effort to effectively and economically satisfy the funding needs of its customers and to accommodate the scheduled repayment of borrowings. Funds are available to City National from a number of sources, including depository relationships, sales and maturities within the investment securities portfolio, and borrowings from the Federal Home Loan Bank ("FHLB"), the Federal Reserve Discount Window, and other financial institutions. City National had an additional $1.7 billion and $1.5 billion available from unused portions of lines of credit with the FHLB and Federal Reserve Discount Window at December 31, 2025 and 2024, respectively. No short-term or long-term funding has been utilized with certain other financial institutions the Company maintains business relationships as of December 31, 2025 or December 31, 2024. City National maintains a contingency funding plan, incorporating these borrowing facilities, to address liquidity needs in the event of an institution-specific or systemic financial industry crisis. Also, although it has no current intention to do so, City National could liquidate its unpledged securities, if necessary, to provide an additional funding source.  City National also segregates certain mortgage loans, mortgage-backed securities, and other investment securities in a separate subsidiary so that it can separately monitor the asset quality of these primarily mortgage-related assets, which could be used to raise cash through securitization transactions or obtain additional equity or debt financing if necessary.

 The Company manages its asset and liability mix to balance its desire to maximize net interest income against its desire to minimize risks associated with capitalization, interest rate volatility, and liquidity. Historically, the Company has utilized derivative instruments, when appropriate, to assist in attaining this goal. During the year ending December 31, 2020, the Company entered into three $50 million swap agreements that hedged interest rate risk on certain pools of the Company’s investment securities. These agreements required the Company to pay rates ranging from 0.20% to 0.24%, while receiving the federal funds effective rate in return. Interest income and changes in market valuations from these swap agreements were recognized as investment income in the accompanying statements of income. These agreements matured in October ($50 million) and November ($100 million) of 2025. During the year ending December 31, 2023, the Company entered into a $100 million swap agreement that hedged interest rate risk on certain loans of the Company. This agreement requires the Company to pay 3.60%, while receiving SOFR in return. Interest income and changes in market valuations from this swap agreement are recognized as loan interest income in the accompanying statements of income. This agreement matures in March 2026.

With respect to liquidity, the Company has chosen a conservative posture and believes that its liquidity position is strong. As illustrated in the Consolidated Statements of Cash Flows, the Company generated $131.4 million of cash from operating activities during 2025, primarily from interest income received on loans and investments, net of interest expense paid on deposits and borrowings.

The Company has obligations to extend credit, but these obligations are primarily associated with existing home equity loans that have predictable borrowing patterns across the portfolio. The Company has investment security balances with carrying values that totaled $1.53 billion at December 31, 2025, and that greatly exceeded the Company’s non-deposit sources of borrowing, which totaled $518 million.

The Company’s net loan to asset ratio is 66.8% as of December 31, 2025 and deposit balances fund 78.9% of total assets as compared to 73.0% for its peers (Bank Holding Company Peer Group, as of the most recent data available as of September 30, 2025, which includes commercial banks with assets ranging from $3 billion to $10 billion). Further, the Company’s deposit mix has a very high proportion of transaction and savings accounts that fund 59.5% of the Company’s total assets and the Company uses time deposits over $250,000 to fund 7.0% of total assets compared to its peers, which fund 9.1% of total assets with such deposits.

41

As the following table reflects, approximately 15% (estimated) of the Company's deposits were uninsured (either with balances above $250,000 or not collateralized by investment securities) as of December 31, 2025.

Estimated Uninsured Deposits by Deposit Type

December 31, 2025

December 31, 2024

Noninterest-Bearing Demand Deposits

16 

%

17 

%

Interest-Bearing Deposits

   Demand Deposits

14 

%

15 

%

   Savings Deposits

13 

%

12 

%

   Time Deposits

17 

%

16 

%

Total Deposits

15 

%

15 

%

Capital Resources 

During year ended December 31, 2025, Shareholders’ Equity increased $79 million, or 10.8%, from $731 million at December 31, 2024 to $810 million at December 31, 2025. This increase was primarily due to net income of $130 million and other comprehensive income of $39 million, which were partially offset by cash dividends declared of $48 million and common share repurchases of $46 million.

During the year ended December 31, 2025, the Company repurchased approximately 397,000 common shares at a weighted average price of $115.24 per share as part of a one million share repurchase plan authorized by the Board of Directors in January 2024. At December 31, 2025, the Company could repurchase approximately 424,000 additional shares under the current plan.

The Basel III Capital Rules require City Holding and City National to maintain minimum CET 1, Tier 1 and Total Capital ratios, along with a capital conservation buffer, effectively resulting in minimum capital ratios (which are shown in the table below). The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of CET 1 capital to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. The Basel III Capital Rules also provide for a "countercyclical capital buffer" that is applicable to only certain covered institutions and does not have any current applicability to City Holding Company or City National Bank.

42

The Company’s minimum required capital ratios for both City Holding and City National include the 2.5% capital conservation buffer and are illustrated in the following tables (in thousands):

December 31, 2025

Actual

Minimum Required - Basel III

Required to be Considered Well Capitalized

Capital Amount

Ratio

Capital Amount

Ratio

Capital Amount

Ratio

CET 1 Capital

     City Holding Company

$

730,153 

16.9 

%

$

301,848 

7.0 

%

$

280,287 

6.5 

%

     City National Bank

576,928 

13.4 

%

300,911 

7.0 

%

279,418 

6.5 

%

Tier 1 Capital

     City Holding Company

730,453 

16.9 

%

366,530 

8.5 

%

344,969 

8.0 

%

     City National Bank

576,928 

13.4 

%

365,392 

8.5 

%

343,899 

8.0 

%

Total Capital

     City Holding Company

750,319 

17.4 

%

452,772 

10.5 

%

431,211 

10.0 

%

     City National Bank

596,794 

13.9 

%

451,367 

10.5 

%

429,873 

10.0 

%

Tier 1 Leverage Ratio

     City Holding Company

730,453 

11.0 

%

266,566 

4.0 

%

333,207 

5.0 

%

     City National Bank

576,928 

8.7 

%

265,801 

4.0 

%

332,252 

5.0 

%

December 31, 2024

Actual

Minimum Required - Basel III

Required to be Considered Well Capitalized

Capital Amount

Ratio

Capital Amount

Ratio

Capital Amount

Ratio

CET 1 Capital

     City Holding Company

$

688,707 

16.5 

%

$

291,989 

7.0 

%

$

271,133 

6.5 

%

     City National Bank

563,301 

13.6 

%

291,068 

7.0 

%

270,277 

6.5 

%

Tier 1 Capital

     City Holding Company

688,707 

16.5 

%

354,558 

8.5 

%

333,702 

8.0 

%

     City National Bank

563,301 

13.6 

%

353,439 

8.5 

%

332,649 

8.0 

%

Total Capital

     City Holding Company

709,820 

17.0 

%

437,983 

10.5 

%

417,127 

10.0 

%

     City National Bank

584,415 

14.1 

%

436,602 

10.5 

%

415,811 

10.0 

%

Tier 1 Leverage Ratio

     City Holding Company

688,707 

10.6 

%

259,325 

4.0 

%

324,156 

5.0 

%

     City National Bank

563,301 

8.7 

%

258,477 

4.0 

%

323,096 

5.0 

%

As of December 31, 2025, management believes that City Holding Company, and its banking subsidiary, City National, were "well capitalized."  City Holding is subject to regulatory capital requirements administered by the Federal Reserve, while City National is subject to regulatory capital requirements administered by the OCC and the FDIC.  Regulatory agencies can initiate certain mandatory actions if either City Holding or City National fails to meet the minimum capital requirements, as shown above.  As of December 31, 2025, management believes that City Holding and City National meet all capital adequacy requirements.

In November 2019, the federal banking regulators published final rules implementing a simplified measure of capital adequacy for certain banking organizations that have less than $10 billion in total consolidated assets. Under the final rules, which went into effect on January 1, 2020, depository institutions and depository institution holding companies that have less than $10 billion in total consolidated assets and meet other qualifying criteria, including a leverage ratio of greater than 9%,

43

off–balance–sheet exposures of 25% or less of total consolidated assets and trading assets plus trading liabilities of 5% or less of total consolidated assets, are deemed "qualifying community banking organizations" and are eligible to opt into the "community bank leverage ratio framework." A qualifying community banking organization that elects to use the community bank leverage ratio framework and that maintains a leverage ratio of greater than 9% is considered to have satisfied the generally applicable risk–based and leverage capital requirements under the Basel III Rules and, if applicable, is considered to have met the "well capitalized" ratio requirements for purposes of its primary federal regulator’s prompt corrective action rules, discussed below. The final rules include a two–quarter grace period during which a qualifying community banking organization that temporarily fails to meet any of the qualifying criteria, including the greater–than–9% leverage capital ratio requirement, is generally still deemed "well capitalized" so long as the banking organization maintains a leverage capital ratio greater than 8%. A banking organization that fails to maintain a leverage capital ratio greater than 8% is not permitted to use the grace period and must comply with the generally applicable requirements under the Basel III Rules and file the appropriate regulatory reports. The Company and its subsidiary bank do not have any immediate plans to elect to use the community bank leverage ratio framework but may make such an election in the future.

Contractual Obligations

The Company has various financial obligations that may require future cash payments according to the terms of the obligations. Demand, both noninterest- and interest-bearing, and savings deposits are, generally, payable immediately upon demand at the request of the customer. Therefore, the contractual maturity of these obligations is presented in the following table as "less than one year." Time deposits, typically certificates of deposit, are customer deposits that are evidenced by an agreement between the Company and the customer that specify stated maturity dates; early withdrawals by the customer are subject to penalties assessed by the Company. Short-term borrowings and FHLB long-term advances represent borrowings of the Company and have stated maturity dates. Operating leases between the Company and the lessor have stated expiration dates and renewal terms.

TABLE FOUR

CONTRACTUAL OBLIGATIONS

The composition of the Company's contractual obligations as of December 31, 2025 is presented in the following table (in thousands):

Contractual Maturity in

Less than One Year

Greater than One Year

Total

Noninterest-bearing demand deposits

$

1,413,621 

$

— 

$

1,413,621 

Interest-bearing demand deposits(1)

1,339,549 

— 

1,339,549 

Savings deposits(1)

1,244,666 

— 

1,244,666 

Time deposits(1)

1,235,737 

86,808 

1,322,545 

Short-term borrowings(1)

380,414 

— 

380,414 

FHLB long-term advances(1)

6,206 

157,886 

164,092 

Low income housing tax credits ("LIHTCs") funding commitments

4,604 

5,607 

10,211 

Supplemental employee retirement plans

462 

5,148 

5,610 

Deferred compensation plans

202 

4,601 

4,803 

Real estate leases

1,113 

7,583 

8,696 

Total Contractual Obligations

$

5,626,574 

$

267,633 

$

5,894,207 

(1)Includes interest on both fixed- and variable-rate obligations. The interest associated with variable-rate obligations is based upon interest rates in effect at December 31, 2025. The contractual amounts to be paid on variable-rate obligations are affected by market interest rates that could materially affect the contractual amounts to be paid.

The Company’s liability for uncertain tax positions at December 31, 2025 was $1.5 million pursuant to ASC Topic 740.  This liability represents an estimate of tax positions that the Company has taken in its tax returns that may ultimately not be sustained upon examination by tax authorities.  As the ultimate amount and timing of any future cash settlements cannot be predicted with reasonable reliability, this estimated liability has been excluded from the contractual obligations table.

44

As disclosed in Note Fifteen of the Notes to Consolidated Financial Statements, the Company has entered into agreements with its customers to extend credit or to provide conditional commitments to provide payment on drafts presented in accordance with the terms of the underlying credit documents (including standby and commercial letters of credit). The Company also provides overdraft protection to certain demand deposit customers that represent an unfunded commitment. As a result of the Company’s off-balance sheet arrangements for 2025 and 2024, no material revenue, expenses, or cash flows were recognized.  In addition, the Company had no other indebtedness or retained interests nor entered into agreements to extend credit or provide conditional payments pursuant to standby and commercial letters of credit.

INVESTMENTS

The investment portfolio is structured to provide flexibility in managing liquidity needs and interest rate risk, while providing acceptable rates of return.

The majority of the Company’s investment securities continue to be mortgage-backed securities. These securities are collateralized by both residential and commercial properties. The mortgage-backed securities in which the Company has invested are predominantly issued by government-sponsored agencies such as Fannie Mae, Freddie Mac and Ginnie Mae.

The Company's municipal bond portfolio of $180 million as of December 31, 2025 has an average tax equivalent yield of 2.83% with an average maturity of 12.7 years. The average dollar amount invested in each security is $1.4 million. The portfolio has 92% rated "A" or better and the remaining portfolio is unrated, as the issuances represented small issuances of revenue bonds. Additional credit support has been purchased by the issuer for 31% of the portfolio, while 69% has no additional credit support. Management aggregates by issuer, and re-underwrites all securities greater than $1 million in the portfolio on an annual basis, using the same guidelines that are used to underwrite its commercial loans. Revenue bonds were 58% of the portfolio, while the remaining 42% were general obligation bonds. Geographically, the portfolio supports the Company's footprint, with 16% of the portfolio being from municipalities throughout West Virginia, and the remainder from communities in Texas, Washington, Ohio and various other states.

The weighted average market yield of the Company's investment portfolio is presented in the following table (dollars in thousands):

Within

After One But

After Five But

After

One Year

Within Five Years

Within Ten Years

Ten Years

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Securities available-for-sale:

Obligations of states and political subdivisions

$

2,246 

3.21 

%

$

11,837 

3.36 

%

$

25,365 

2.80 

%

$

140,276 

2.43 

%

Mortgage-backed securities:

     U.S. government agencies

7,626 

0.02 

90,696 

1.84 

242,798 

3.17 

956,669 

3.68 

     Private label

— 

— 

— 

— 

53 

— 

4,979 

3.88 

Trust preferred securities

— 

— 

— 

— 

— 

— 

4,424 

5.75 

Corporate securities

— 

— 

13,585 

2.73 

2,804 

5.99 

— 

— 

     Total Debt Securities available-for-sale

$

9,872 

0.75 

%

$

116,118 

2.10 

%

$

271,020 

3.16 

%

$

1,106,348 

3.53 

%

Weighted-average yields on tax-exempt obligations of states and political subdivisions have been computed on a taxable-equivalent basis using the federal statutory tax rate of 21%.  Average yields on investments available-for-sale are computed based on amortized cost. Mortgage-backed securities have been allocated to their respective maturity groupings based on their contractual maturity.

45

TABLE FIVE

LOAN PORTFOLIO

Loans increased $232.2 million (5.4%) from December 31, 2024 to $4.51 billion at December 31, 2025. The composition of the Company’s loan portfolio as of the dates indicated follows (in thousands):

2025

2024

Commercial and industrial

$

453,975 

$

419,838 

   1-4 Family

210,232 

197,258 

   Hotels

398,608 

389,660 

   Multi-family

237,424 

240,943 

   Non Residential Non-Owner Occupied

767,580 

707,265 

   Non Residential Owner Occupied

253,398 

233,497 

Commercial real estate

1,867,242 

1,768,623 

Residential real estate

1,910,060 

1,823,610 

Home equity

224,701 

199,192 

Consumer

47,353 

57,816 

DDA overdrafts

3,674 

5,697 

Total loans

$

4,507,005 

$

4,274,776 

The commercial and industrial ("C&I") loan portfolio consists of loans to corporate and other legal entity borrowers, primarily small to mid-size industrial and commercial companies. C&I loans typically involve a higher level of risk than other loan types, including industry specific risks such as the pertinent economy, new technology, labor rates and cyclicality, as well as customer specific factors, such as cash flow, financial structure, operating controls and asset quality. Collateral securing these loans includes equipment, machinery, inventory, receivables and vehicles. C&I loans increased $34.1 million from December 31, 2024 to $454.0 million at December 31, 2025.

Commercial real estate loans consist of commercial mortgages, which generally are secured by nonresidential and multi-family residential properties, including hotel/motel and apartment lending. Commercial real estate loans are to many of the same customers and carry similar industry risks as C&I loans, but have different collateral risk. Commercial real estate loans increased $98.6 million to $1.87 billion at December 31, 2025.  At December 31, 2025, $35.8 million of the commercial real estate loans were for commercial properties under construction. 

In order to group loans with similar risk characteristics, the portfolio is further segmented by product types:

◦Commercial 1-4 Family loans consist of residential single-family, duplex, triplex, and fourplex rental properties and totaled $210.2 million as of December 31, 2025. Risk characteristics are driven by rental housing demand as well as economic and employment conditions. These properties exhibit greater risk than multi-family properties due to fewer income sources.

◦The Hotel portfolio is comprised of all lodging establishments and totaled $398.6 million as of December 31, 2025. Risk characteristics relate to the demand for both business and personal travel.

◦Multi-family consists of 5 or more family residential apartment lending. The portfolio totaled $237.4 million as of December 31, 2025. Risk characteristics are driven by rental housing demand as well as economic and employment conditions.

◦Non-residential commercial real estate includes properties such as retail, office, warehouse, storage, healthcare, entertainment, religious, and other nonresidential commercial properties. The non-residential product type is further segmented into owner- and non-owner occupied properties. Nonresidential non-owner occupied commercial real estate totaled $767.6 million while nonresidential owner-occupied commercial real estate totaled $253.4 million as of December 31, 2025. Risk characteristics relate to levels of consumer spending and overall economic conditions.

The Company categorizes commercial loans by industry according to the North American Industry Classification System ("NAICS") to monitor the portfolio for possible concentrations in one or more industries. Management monitors industry concentrations against internally established risk-based capital thresholds. As of December 31, 2025, City National

46

was within its internally designated concentration limits. As of December 31, 2025, City National's loans to borrowers within the Lessors of Nonresidential Buildings (14%) and Lessors of Residential Buildings and Dwellings (11%) categories exceeded 10% of total loans. No other NAICS industry classification exceeded 10% of total loans as of December 31, 2025. Management also monitors non-owner occupied commercial real estate as a percent of risk based capital (based upon regulatory guidance). At December 31, 2025, the Company had $1.6 billion of commercial loans classified as non-owner occupied and was within its designated concentration threshold.

Residential real estate loans increased $86.5 million from December 31, 2024 to $1.91 billion at December 31, 2025. Residential real estate loans include loans for the purchase or refinance of consumers' residence and first-priority home equity loans that allow consumers to borrow against the equity in their home.  These loans primarily consist of single family five- and seven-year adjustable rate mortgages with terms that amortize up to 30 years. City National also offers fixed-rate residential real estate loans. Residential purchase real estate loans are generally underwritten to comply with Fannie Mae and Freddie Mac guidelines, while first priority home equity loans are underwritten with typically less documentation, lower loan-to-value ratios and shorter maturities. Additionally, the Company periodically purchases residential mortgage loans. The credit and collateral documents for each potential purchased loan are reviewed to ensure the credit metrics are acceptable to management. At December 31, 2025, $9.9 million of the residential real estate loans were for properties under construction.

Home equity loans increased $25.5 million from December 31, 2024 to $224.7 million at December 31, 2025. City National's home equity loans represent loans to consumers that are secured by a second (or junior) priority lien on a residential property.  Home equity loans allow consumers to borrow against the equity in their home without paying off an existing first priority lien.  These loans include home equity lines of credit ("HELOC") and amortized home equity loans that require monthly installment payments.  Second priority lien home equity loans are underwritten with less documentation than first priority lien residential real estate loans but typically have similar loan-to-value ratios and other terms as first priority lien residential real estate loans.  The amount of credit extended is directly related to the value of the real estate securing the loan at the time the loan is made.

All mortgage loans, whether fixed rate or adjustable rate, are originated in accordance with acceptable industry standards and comply with regulatory requirements. Fixed rate mortgage loans are processed and underwritten in accordance with Fannie Mae and Freddie Mac guidelines, while adjustable rate mortgage loans are underwritten in accordance with City National's internal loan policy.

Consumer loans may be secured by automobiles, boats, recreational vehicles, certificates of deposit and other personal property, or they may be unsecured. The Company manages the risk associated with consumer loans by monitoring such factors as portfolio size and growth, internal lending policies and pertinent economic conditions. City National's underwriting standards are continually evaluated and modified based upon these factors. Consumer loans decreased $10.5 million from 2024 to $47.4 million at December 31, 2025.

47

The following table shows the scheduled maturity of loans outstanding as of December 31, 2025 (in thousands):

Within One Year

After One But Within Five Years

After Five Years Through Fifteen Years

After Fifteen Years

Total

Commercial and industrial

$

105,092 

$

243,635 

$

93,623 

$

11,625 

$

453,975 

   1-4 Family

22,406 

26,798 

64,875 

96,153 

210,232 

   Hotels

44,268 

182,853 

142,711 

28,776 

398,608 

   Multi-family

16,456 

143,737 

39,557 

37,674 

237,424 

   Non Residential Non-Owner Occupied

68,388 

226,944 

357,566 

114,682 

767,580 

   Non Residential Owner Occupied

13,293 

30,622 

108,487 

100,996 

253,398 

Commercial real estate

164,811 

610,954 

713,196 

378,281 

1,867,242 

Residential real estate

14,529 

15,005 

175,400 

1,705,126 

1,910,060 

Home equity

1,008 

6,405 

43,164 

174,124 

224,701 

Consumer and DDA Overdrafts

4,589 

33,746 

9,009 

3,683 

51,027 

Total loans

$

290,029 

$

909,745 

$

1,034,392 

$

2,272,839 

$

4,507,005 

The maturity table above is based on actual loan maturity dates and does not consider prepayments or any other assumptions.

Loans maturing after one year with interest rates that are:

Fixed until Maturity

Variable or adjustable

Total

Commercial and industrial

$

139,398 

$

209,485 

$

348,883 

   1-4 Family

17,508 

170,318 

187,826 

   Hotels

83,375 

270,965 

354,340 

   Multi-family

43,796 

177,172 

220,968 

   Non Residential Non-Owner Occupied

42,500 

656,692 

699,192 

   Non Residential Owner Occupied

27,444 

212,661 

240,105 

Commercial real estate

214,623 

1,487,808 

1,702,431 

Residential real estate

234,559 

1,660,972 

1,895,531 

Home equity

33,400 

190,293 

223,693 

Consumer and DDA Overdrafts

40,037 

6,401 

46,438 

Total loans

$

662,017 

$

3,554,959 

$

4,216,976 

The maturity table above is based on actual loan maturity dates and does not consider prepayments or any other assumptions.

ALLOWANCE FOR CREDIT LOSSES

The Company adopted ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" effective January 1, 2020, using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. ASU No. 2016-13 replaced the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The current expected credit losses model ("CECL") applies to the allowance for credit losses, available-for-sale and held-to-maturity debt securities, purchased financial assets with credit deterioration and certain off-balance sheet credit exposures.

48

Management systematically monitors the loan portfolio and the appropriateness of the allowance for credit losses on a quarterly basis to provide for expected losses inherent in the portfolio. Management assesses the risk in each loan type based on historical trends, the general economic environment of its local markets, individual loan performance and other relevant factors. The Company's estimate of future economic conditions utilized in its provision estimate is primarily dependent on expected unemployment ranges over a two-year period. Beyond two years, a straight line reversion to historical average loss rates is applied over the life of the loan pool in the migration methodology. The vintage methodology applies future average loss rates based on net losses in historical periods where the unemployment rate was within the forecasted range.

Individual credits in excess of $1 million are selected at least annually for detailed loan reviews, which are utilized by management to assess the risk in the portfolio and the appropriateness of the allowance.

Determination of the Allowance for Credit Losses "ACL" is subjective in nature and requires management to periodically reassess the validity of its assumptions. Differences between actual losses and estimated losses are assessed such that management can timely modify its evaluation model to ensure that adequate provision has been made for risk in the total loan portfolio.

Based on the Company’s analysis of the adequacy of the allowance for credit losses and in consideration of the known factors utilized in computing the allowance, management believes that the allowance for credit losses as of December 31, 2025 is adequate to provide for expected losses inherent in the Company’s loan portfolio. Future provisions for credit losses will be dependent upon trends in loan balances including the composition of the loan portfolio, changes in loan quality and loss experience trends, and recoveries of previously charged-off loans, among other factors.

49

TABLE SIX

ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES

The allocation of the allowance for credit losses by portfolio segment and the percent of loans in each category to total loans is shown in the table below (dollars in thousands). The allocation of a portion of the allowance in one portfolio segment does not preclude its availability to absorb losses in other portfolio segments.

2025

2024

Amount

Percent of Loans in Each Category to Total Loans

Amount

Percent of

Loans in Each Category to Total Loans

Commercial and industrial

$

3,083 

10 

%

$

4,541 

10 

%

   1-4 Family

1,426 

5 

1,366 

5 

   Hotels

2,009 

9 

2,355 

9 

   Multi-family

1,238 

5 

1,390 

6 

   Non Residential Non-Owner Occupied

3,102 

17 

3,001 

16 

   Non Residential Owner Occupied

1,777 

6 

1,725 

5 

Commercial real estate

9,552 

42 

9,837 

41 

Residential real estate

5,909 

42 

5,798 

43 

Home equity

608 

5 

643 

5 

Consumer

177 

1 

314 

1 

DDA overdrafts

533 

— 

789 

— 

Allowance for Credit Losses

$

19,862 

100 

%

$

21,922 

100 

%

The following table shows asset quality ratios as of December 31, 2025 and 2024:

2025

2024

Net charge offs to average loans

0.02 

%

0.06 

%

(Recovery of) provision for credit losses to average loans

(0.03)

0.04 

Allowance for credit losses to non-performing loans

142.7 

154.3 

Allowance for credit losses to total loans

0.44 

0.51 

Non-performing assets as a percentage of total loans and OREO

0.32 

0.35 

The ACL decreased from $21.9 million at December 31, 2024 to $19.9 million at December 31, 2025. As a result of the Company’s analysis of the adequacy of the Allowance for Credit Losses, the Company recorded a recovery of credit losses of $1.4 million for the year ended December 31, 2025 and a provision for credit losses of $1.8 million for the year ended December 31, 2024. More specifically, the allowance for credit losses allocated to the commercial and industrial portfolio has decreased by $1.5 million since December 31, 2024. The decrease is due to an upgrade of a specific credit during 2025 that was previously downgraded in 2023, but has seen improved financial performance.

50

GOODWILL

The Company evaluates the recoverability of goodwill and indefinite lived intangible assets annually as of November 30th, or more frequently if events or changes in circumstances warrant, such as a material adverse change in the Company's business. Goodwill is considered to be impaired when the carrying value of a reporting unit exceeds its estimated fair value. Indefinite-lived intangible assets are considered impaired if their carrying value exceeds their estimated fair value. As described in Note Three of the Notes to Consolidated Financial Statements, the Company conducts its business activities through one reportable business segment – community banking. Fair values are estimated by reviewing the Company’s stock price as it compares to book value and the Company’s reported earnings.  In addition, the impact of future earnings and activities is considered in the Company’s analysis.  The Company had approximately $150 million of goodwill at December 31, 2025 and December 31, 2024. No impairment was required to be recognized in 2025 or 2024, as the estimated fair value of the Company has continued to exceed its book value.

CERTIFICATES OF DEPOSIT

The Company has time certificates of deposit that meet or exceed the FDIC insurance limit of $250,000 totaling an estimated $467.7 million at December 31, 2025. Scheduled maturities of uninsured portion of time certificates of deposit are estimated at December 31, 2025 and are summarized in the table below (in thousands).

TABLE SEVEN

MATURITY DISTRIBUTION OF UNINSURED CERTIFICATES OF DEPOSIT

Amounts

Three months or less

$

73,018 

Over three months through six months

64,101 

Over six months through twelve months

47,732 

Over twelve months

12,076 

Total

$

196,927 

FAIR VALUE MEASUREMENTS

The Company determines the fair value of its financial instruments based on the fair value hierarchy established in ASC Topic 820, whereby the fair value of certain assets and liabilities is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC Topic 820 establishes a three-level hierarchy for disclosure of assets and liabilities recorded at fair value. The hierarchy classification is based on whether the inputs in the methodology for determining fair value are observable or unobservable. Observable inputs reflect market-based information obtained from independent sources (Level 1 or Level 2), while unobservable inputs reflect management’s estimate of market data (Level 3). Assets and liabilities that are actively traded and have quoted prices or observable market data require a minimal amount of subjectivity concerning fair value. Management’s judgment is necessary to estimate fair value when quoted prices or observable market data are not available.

At December 31, 2025, approximately 23% of total assets, or $1.5 billion, consisted of financial instruments recorded at fair value. Most of these financial instruments used valuation methodologies involving observable market data, collectively Level 1 and Level 2 measurements, to determine fair value. At December 31, 2025, approximately $34 million of derivative liabilities were recorded at fair value using methodologies involving observable market data. The Company does not believe that any changes in the unobservable inputs used to value the financial instruments mentioned above would have a material impact on the Company’s results of operations, liquidity, or capital resources. See Note Eighteen of the Notes to Consolidated Financial Statements for additional information regarding ASC Topic 820 and its impact on the Company’s financial statements.

51

LEGAL ISSUES

The Company is engaged in various legal actions that it deems to be in the ordinary course of business. As these legal actions are resolved, the Company could realize impacts to its financial performance in the period in which these legal actions are ultimately decided. There can be no assurance that current actions will have immaterial results, or that no material actions may be presented in the future. As of December 31, 2025, management expects the resolution of current legal actions will not have a material impact on the Company's financial statements.

RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS

Note Two, "Recent Accounting Pronouncements," of the Notes to Consolidated Financial Statements, discusses recently issued new accounting pronouncements and their expected impact on the Company’s consolidated financial statements.

52
