業績公告
即時報告
8-K
2026-07-23
市民北方第二季淨收入1410萬美元 維持每股0.28美元股息
AI 繁中摘要
申報類型:8-K(附帶盈利及股息公告)
Citizens & Northern Corporation(納斯達克:CZNC)於2026年7月23日公佈第二季度未經審計業績,同時宣佈維持每股0.28美元的季度現金股息,除息日為8月3日,派息日為8月14日。
第二季度業績顯著反彈,淨收入錄得1,410萬美元(每股0.79美元),大幅優於第一季度的27.3萬美元(每股0.02美元)及去年同期的612萬美元(每股0.40美元)。上半年累計淨收入1,433萬美元(每股0.81美元),同比增長15%(去年上半年1,241萬美元,每股0.80美元)。
業績亮點包括:淨息差由第一季度的3.98%擴大至4.07%(同比增0.55個百分點),受惠於收購Susquehanna帶來的收入增長及效率比率改善至60%。預期信貸損失錄得回撥(即費用減少)184.6萬美元,與第一季度高達1,360萬美元的撥備形成強烈對比;首季度大幅撥備主要源於一筆非自住商業房地產貸款的1,005.6萬美元撇賬。第二季度貸款錄得淨回收40.3萬美元,資產質量指標輕微改善:不良資產佔總資產比率由1.33%降至1.28%,不良貸款佔總貸款比率由1.76%降至1.71%。
截至2026年6月30日,貸款總額下降3,600萬美元至23.49億美元,主要因數筆較大商業貸款清償,但管理層對下半年盈利性貸款增長持樂觀態度,認為管線充足。存款總額輕微上升至26.04億美元,流動性充裕,可用資金達13.87億美元,覆蓋未投保存款的169.1%。
管理層展望:總裁Brad Scovill表示第二季度是「很好的反彈季度」,收購Susquehanna貢獻正面,並對下半年貸款增長前景感到樂觀。有形普通股權益比率由8.53%升至8.93%,資本充足率維持「資本充足」以上評級。
對投資者的潛在影響:股息穩定、盈利反彈及資產質量改善屬正面信號,但需關注商業房地產貸款的潛在風險及信貸成本變化。
展開英文正文
EX-99 2 cznc-20260723xex99.htm EX-99 Exhibit 99 Contact: Charity Frantz July 23, 2026 570-724-0225 [email protected] C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2026 UNAUDITED FINANCIAL RESULTS For Immediate Release: Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and six-month periods ended June 30, 2026. C&N’s principal activity is community banking, and its largest subsidiary is Citizens & Northern Bank (the “Bank”). Referring to second quarter 2026 results, Brad Scovill, C&N’s President and CEO noted, “This was a really good bounce-back quarter from an earnings perspective with net income of $14.1 million or $0.79 per share. We had nice revenue growth, net interest margin expansion and loan recoveries in excess of charge-offs. You can see the positive contribution of the Susquehanna acquisition in the $11.5 million increase in year-to-date pre-tax, pre-provision net revenue over the amount for the first six months of 2025 and in the continued improvement in the efficiency ratio to 60% for the second quarter 2026. We made some progress in the second quarter on problem loan workouts as evidenced by our net recoveries and slightly improved non-performing loans and non-performing assets ratios. While total loans receivable decreased at June 30, 2026 as compared to the prior quarter-end and year-end amounts due to pay-offs of a few larger commercial purpose loans, originations were reasonably strong. Based on our pipelines, we are optimistic about the prospects for profitable loan growth in the second half of this year.” Dividend Declared On July 23, 2026, C&N’s Board of Directors declared a regular quarterly cash dividend of $0.28 per share payable August 14, 2026, to shareholders of record as of August 3, 2026. Highlights: ●Net income was $14,057,000, or $0.79 per diluted share for the second quarter 2026 as compared to $273,000, or $0.02 per diluted share in the first quarter 2026 and $6,117,000, or $0.40 per diluted share in the second quarter 2025. Net income for the six months ended June 30, 2026 was $14,330,000, or $0.81 diluted earnings per share, up from $12,410,000, or $0.80 diluted earnings per share for the first six months of 2025. ●Pre-tax, pre-provision net revenue (“PPNR”), a non-GAAP financial measure, was $15,815,000 for the second quarter 2026 as compared to $14,142,000 for the first quarter 2026 and $10,273,000 for the second quarter of 2025. PPNR was $29,957,000 for the six months ended June 30, 2026 as compared to $18,424,000 for the six months ended June 30, 2025. PPNR measures the strength of C&N’s core earnings from recurring operations independent of credit volatility. The higher PPNR results in the two most recent quarters include the net impact of growth in net interest income, noninterest income and noninterest expense resulting from C&N’s acquisition of Susquehanna Community Financial, Inc. (“Susquehanna”) on October 1, 2025. PPNR includes net interest income and noninterest income, net of noninterest expense, but excludes the (credit) provision for credit losses, realized gains or losses on securities, the income tax provision, merger-related expenses and other nonrecurring items included in earnings. See Table 12 for additional information. ●C&N recorded a credit for credit losses (reduction in expense) of $1,846,000 in the second quarter 2026 as compared to a provision for credit losses of $13,602,000 in the first quarter 2026. The credit for credit losses in the second quarter 2026 included the impact on the allowance for credit losses (“ACL”) of changes in qualitative factors, net recoveries of $403,000 and a reduction in loans receivable. In comparison, the provision for credit losses in the first quarter 2026 was primarily driven by the impact on the ACL of net charge-offs totaling $10,808,000. As described in more detail under Asset Quality, the elevated level of net charge-offs in the first quarter 2026 included a charge-off of $10,056,000 on a non-owner occupied commercial real estate loan. For the six months ended June 30, 2026, the provision for credit losses was $11,756,000, up from $2,590,000 for the first six months of 2025. 1 ●Net interest income for the second quarter 2026 increased $1,164,000 over the total for the first quarter 2026 and $8,476,000 over the total for second quarter 2025. For the first six months of 2026, net interest income was $16,955,000 higher than in the corresponding period of 2025. The net interest margin increased 0.09% to 4.07% for the second quarter 2026 from 3.98% for the first quarter 2026 and increased 0.55% from 3.52% for the second quarter 2025. The net interest margin increased 0.57% to 4.02% for the first six months of 2026 from 3.45% for the corresponding period of 2025. ●Total loans receivable was $36,003,000 lower at June 30, 2026 compared to March 31, 2026, mainly due to higher pay-downs and pay-offs of some larger commercial-purpose loans in the second quarter 2026. Average loans receivable increased $17,226,000, or 2.9% (annualized), for the second quarter 2026 as compared to the total for the first quarter 2026. Average loans receivable increased $473,193,000, or 24.9%, for the six months ended June 30, 2026 as compared to the first six months of 2025. ●At June 30, 2026, C&N’s highly liquid sources of available funds totaled $1.387 billion, or 169.1% of uninsured deposits and 212.6% of uninsured and uncollateralized deposits. Balance Sheet ◾Total assets were $3,151,984,000 at June 30, 2026 down from $3,164,340,000 at March 31, 2026 and up from $2,610,875,000 at June 30, 2025. ◾Cash and due from banks totaled $82,537,000 at June 30, 2026, up from $54,798,000 at March 31, 2026 and down from $99,619,000 at June 30, 2025. ◾The fair value of available-for-sale debt securities totaled $496,829,000 at June 30, 2026, down from $497,367,000 at March 31, 2026 and up from $406,052,000 at June 30, 2025. The increase in available-for-sale debt securities from June 30, 2025 included the impact of purchases of available-for-sale debt securities from funding provided by proceeds from the sale of most of the securities acquired from Susquehanna. ◾Gross loans receivable totaled $2,348,847,000 at June 30, 2026, down $36,003,000 from total loans at March 31, 2026 and up $429,589,000 from total loans at June 30, 2025. On October 1, 2025, $393,587,000 of loans receivable were recorded pursuant to the acquisition of Susquehanna. The reduction in loans receivable at June 30, 2026 as compared to March 31, 2026 included a decrease of $16,396,000 in loans to political subdivisions and a decrease in commercial construction and land loans of $11,708,000. The reductions in outstanding loans to political subdivisions and commercial construction and land loans were caused primarily by pay-offs of one loan within each category. ◾Deposits totaled $2,603,735,000 at June 30, 2026, up $3,682,000 from March 31, 2026 and $493,959,000 from June 30, 2025. Deposits of $501,488,000 were assumed from Susquehanna, effective October 1, 2025. Average total deposits increased $17,245,000, or 2.7% (annualized) during the second quarter 2026 from the first quarter 2026 and were $493,355,000 or 23.8% higher for the six months ended June 30, 2026 as compared to the first six months of 2025. ◾The outstanding balance of borrowed funds, including Federal Home Loan Bank advances, repurchase agreements, senior notes and subordinated debt, totaled $170,035,000 at June 30, 2026, down $23,011,000 from March 31, 2026 and $14,215,000 from June 30, 2025. On June 1, 2026, senior notes totaling $15,000,000 matured and were redeemed. Also on June 1, 2026, the interest rate on subordinated notes totaling $25,000,000 adjusted from a fixed rate of 3.25% to a variable rate that will reset quarterly based on the Term Secured Overnight Financing Rate plus 259 basis points. At June 30, 2026, the interest rate on the outstanding subordinated notes was 6.25%. C&N is entitled to redeem the subordinated notes, in whole or in part, at any time on or after June 1, 2026, subject to regulatory approval to the extent required. ◾Total stockholders’ equity was $346,139,000 at June 30, 2026, up from $335,564,000 at March 31, 2026 and $286,357,000 at June 30, 2025. ◾Within stockholders’ equity, the portion of accumulated other comprehensive loss related to available-for-sale debt securities was $24,284,000 at June 30, 2026, $25,096,000 at March 31, 2026 and $31,017,000 at June 30, 2025. The volatility in the fair value of the portfolio has resulted from changes in interest rates. Management reviewed the available-for-sale debt securities as of June 30, 2026 and concluded, as of such date, that there were no credit-related declines in fair value and no allowance for credit losses was recorded as of June 30, 2026. Accumulated other comprehensive losses are excluded from C&N’s regulatory capital ratios. 2 Asset Quality ◾Total nonperforming assets as a percentage of total assets was 1.28% at June 30, 2026, down from 1.33% at March 31, 2026 and up from 1.06% at December 31, 2025 and 0.98% at June 30, 2025. Total nonperforming assets were $40,275,000 at June 30, 2026, down from $42,113,000 at March 31, 2026 and up from $33,113,000 at December 31, 2025 and $25,678,000 at June 30, 2025. The increase in nonperforming assets in 2026 from 2025 included the impact of a non-owner occupied, commercial real estate loan described in more detail below as nonaccrual at June 30 and March 31, 2026. Included in nonaccrual loans were loans purchased with credit deterioration (“PCD loans”) that were acquired as part of the Susquehanna merger on October 1, 2025 with a total amortized cost basis of $8,371,000 at June 30, 2026, $8,566,000 at March 31, 2026 and $6,762,000 at December 31, 2025. ◾In the second quarter 2026, C&N recorded net recoveries totaling $403,000 or 0.07% (annualized) of average loans receivable compared to net charge-offs of $10,808,000 or 1.83% (annualized) of average loans receivable in the first quarter 2026 and net charge-offs of $548,000 or 0.12% (annualized) of average loans receivable in the second quarter 2025. During the second quarter of 2026, C&N recorded a $675,000 recovery on a loan classified as nonaccrual that was paid off by a borrower through third-party financing. The significant increase in charge-offs in the first quarter of 2026 was due to a non-owner occupied, commercial real estate loan originated in 2022 in the amount of $24 million of which $7,200,000 was participated with another financial institution. The loss of a large tenant as well as cash flow requirements of the borrower’s other properties (which C&N has not financed) caused the loan to be downgraded to substandard and placed on nonaccrual status as of June 30 and March 31, 2026. C&N obtained an updated appraisal in April 2026 which was significantly lower than the original appraisal when the loan was originated, resulting in a charge-off of $10,056,000 which was recorded in the first quarter 2026. In the second quarter 2026, C&N entered into a forbearance agreement with the borrower. During the second quarter 2026, the borrower made payments consistent with the terms of the forbearance agreement, including payments C&N recorded as reductions in the amortized cost basis of the loan totaling $171,000. At June 30, 2026, the amortized cost basis of the loan, net of the partial charge-off, is $5,665,000. ◾For the six months ended June 30, 2026, net charge-offs totaled $10,405,000, or 0.88% (annualized) of average loans receivable as compared to net charge-offs of $639,000, or 0.07% (annualized) of average loans receivable for the first six months of 2025. The significant increase in charge-offs in the first six months of 2026 was due to the $10,056,000 charge-off on the non-owner occupied, commercial real estate loan discussed above. ◾The ACL was 1.39% of gross loans receivable at June 30, 2026, down from 1.42% at March 31, 2026 and up from 1.32% at December 31, 2025 and 1.13% at June 30, 2025. The reduction in the ACL as a percentage of loans receivable at June 30, 2026 as compared to March 31, 2026 reflected the impact of a reduction in qualitative factors and in the portion of the ACL attributable to C&N’s net charge-off experience resulting from net recoveries during the second quarter 2026. Capital ◾On September 25, 2023, C&N announced a treasury stock repurchase program with no expiration that can be suspended or terminated by the Board of Directors, in its sole discretion. Under this program, C&N is authorized to repurchase up to 750,000 shares of its common stock. There were no shares repurchased during the first six months of 2026. At June 30, 2026, there were 723,465 shares available to be repurchased under the program. ◾Tangible common book value per share , a non-GAAP financial measure, increased to $15.33 per share at June 30, 2026 from $14.73 per share at March 31, 2026 and $14.98 at June 30, 2025. The Corporation’s tangible common equity ratio, a non-GAAP financial measure, was 8.93% at June 30, 2026 compared to 8.53% at March 31, 2026 and 9.09% at June 30, 2025. See Table 14 and Table 15 for more information, including a reconciliation. ◾C&N and the Bank are subject to various regulatory capital requirements. At June 30, 2026, Citizens & Northern Corporation and Citizens & Northern Bank maintained regulatory capital ratios that exceeded all capital adequacy requirements and were classified as well-capitalized. Liquidity ◾C&N maintained highly liquid sources of available funds totaling $1.387 billion at June 30, 2026, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh of $971.1 million, unused availability on the Federal Reserve Bank of Philadelphia’s discount window of $24.9 million, available federal funds lines with other banks of $75 million and available-for-sale debt securities with a fair value in excess of collateral obligations of $316.1 million. At 3 June 30, 2026, available funding from these sources totaled 169.1% of uninsured deposits, and 212.6% of uninsured and uncollateralized deposits. ◾At June 30, 2026, C&N’s estimated uninsured deposits totaled $820.2 million, or 31.4% of the Bank’s total deposits, as compared to $856.0 million, or 32.7% of the Bank’s total deposits at March 31, 2026 and $649.2 million, or 30.5% of the Bank’s total deposits at June 30, 2025. Included in uninsured deposits are deposits collateralized by securities (almost exclusively municipal deposits) totaling $167.8 million, or 6.4% of the Bank’s total deposits, at June 30, 2026 as compared to $171.3 million, or 6.5% of the Bank’s total deposits, at March 31, 2026 and $133.6 million, or 6.3% of the Bank’s total deposits at June 30, 2025. Income Statement- Second Quarter 2026 as Compared to First Quarter 2026 Net Interest Income ◾Net interest income of $29,618,000 in the second quarter 2026 increased $1,164,000 from the first quarter 2026 result. Average total earning assets increased $15,428,000 from the prior quarter, as average total loans receivable increased $17,226,000. Average total deposits increased $17,245,000 in the second quarter 2026 as compared to the total for the prior quarter. ◾Accretion of purchase accounting valuation adjustments related to the Susquehanna merger had a net positive impact on net interest income of $416,000 in the second quarter 2026 and $662,000 in the first quarter 2026. ◾The net interest margin was 4.07% in the second quarter 2026, up 0.09% from 3.98% in the first quarter 2026. The net interest spread increased 0.10%, as the average yield on earning assets increased 0.04% and the average rate on interest-bearing liabilities decreased 0.06%. (Credit) Provision for Credit Losses ◾C&N recorded a credit for credit losses (reduction in expense) of $1,846,000 in the second quarter 2026 as compared to a provision for credit losses of $13,602,000 in the first quarter 2026. The credit for credit losses in the second quarter 2026 included the impact on the ACL of changes in qualitative factors, net recoveries of $403,000 and a reduction in loans receivable. In comparison, the provision for credit losses in the first quarter 2026 was primarily driven by the impact on the ACL of net charge-offs totaling $10,808,000. As described in more detail under Asset Quality, the elevated level of net charge-offs in the first quarter 2026 included a charge-off of $10,056,000 on a non-owner occupied commercial real estate loan. Noninterest Income ◾Noninterest income of $9,800,000 in the second quarter 2026 increased $1,605,000 from the total for the first quarter 2026. Significant variances included the following: ØOther noninterest income of $2,305,000 increased $719,000 mainly from an increase in tax credits related to donations. ØNet gains from sales of loans of $608,000 increased $238,000 reflecting an increase in volume of residential mortgage loans sold. ØBrokerage and insurance revenue of $816,000 increased $228,000 due to an increase in sales volume. ØTrust revenue of $2,242,000 increased $157,000, consistent with appreciation in the trading prices of many U.S. equity securities and an increase in new business. ØService charges on deposit accounts of $1,761,000 increased $111,000, reflecting an increase in volume of fees. 4 Noninterest Expense ◾Noninterest expense of $23,839,000 in the second quarter of 2026 increased $1,127,000 from the first quarter 2026 total. Significant variances included the following: ØOther noninterest expense of $4,799,000 increased $1,435,000 from the first quarter 2026. Within this category, donations expense increased $895,000, including the impact of donations totaling $933,000 made under the Pennsylvania Educational Improvement Tax Credit program in the second quarter which generated income from tax credits of $840,000. Also within this category, legal fees increased $184,000 as the first quarter total included a reduction in expense resulting from insurance proceeds related to claims paid and expensed in a prior period. Additionally, collections expense increased $90,000 and public company-related expenses increased $83,000. ØData processing expense was $200,000 lower than in the first quarter 2026, reflecting a $100,000 reduction in internet banking expenses and a $78,000 reduction in technology-related professional fees. ØNet occupancy and equipment expenses were $163,000 lower than in first quarter 2026, including decreases in snow removal and light and power expenses. Income Tax Provision ◾The income tax provision of $3,368,000, or 19.3% of pre-tax income for the second quarter 2026 increased $3,306,000 from $62,000, or 18.5% of pre-tax income, for the first quarter 2026 reflecting an increase in pre-tax income for the quarter. Other Information: ◾Trust assets under management by C&N’s Wealth Management Group were $1,554,305,000 at June 30, 2026, up from $1,473,084,000 at March 31 2026, and up 12.6% from $1,380,547,000 at June 30, 2025. Fluctuations in values of assets under management reflect the impact of market volatility. ◾The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $454,642,000 at June 30, 2026, up $3,480,000 from March 31, 2026 and up $124,926,000 from the total at June 30, 2025, reflecting the impact of servicing obligations assumed on such loans that had been sold by Susquehanna prior to the merger. Citizens & Northern Corporation is the bank holding company for Citizens & Northern Bank, headquartered in Wellsboro, Pennsylvania, which operates 35 banking offices located in Bradford, Bucks, Cameron, Chester, Lancaster, Lycoming, McKean, Northumberland, Potter, Snyder, Sullivan, Tioga, Union and York Counties in Pennsylvania and Steuben County in New York, as well as a loan production office in Elmira, New York. Citizens & Northern Corporation trades on NASDAQ under the symbol “CZNC.” For more information about Citizens & Northern Bank and Citizens & Northern Corporation, visit www.cnbankpa.com. Safe Harbor Statement: Except for historical information contained herein, the matters discussed in this release are forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends" and similar expressions that are intended to identify forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty and are not guarantees of future performance. Actual results may differ materially from those expressed in forward-looking statements. Factors that may affect future financial results include, without limitation, the following: changes in monetary and fiscal policies of the Federal Reserve Board and the U.S. Government, particularly related to changes in interest rates; changes in general economic conditions; the potential for adverse developments in the banking industry that could have a negative impact on customer confidence, sources of liquidity and capital funding, and regulatory responses to such developments; C&N’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses; legislative or regulatory changes; downturn in demand for loan, deposit and other financial services in C&N’s market area; increased competition from other banks and non-bank providers of financial services; technological changes and increased technology-related costs; information security breach or other technology difficulties or failures; changes in accounting principles, or the application of generally accepted accounting principles; fraud and cyber malfunction risks as usage of artificial intelligence continues to expand; the integration of Susquehanna’s business and operations with those of C&N may divert the attention of the management teams of C&N and Susquehanna and cause a loss in the momentum of their ongoing businesses or have unanticipated adverse results on C&N’s or Susquehanna’s existing businesses, may take longer than anticipated and may be more costly than anticipated; the anticipated cost savings, operational efficiencies and other 5 synergies of the Susquehanna merger may take longer to be realized or may not be achieved in their entirety, and attrition in key client, partner and other relationships relating to the Susquehanna merger may be greater than expected; success of C&N in Susquehanna’s geographic market area will require C&N to attract and retain key personnel in the market and to differentiate C&N from its competitors in the market; and Risk Factors identified in C&N’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Citizens & Northern disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. 6 Supplemental, Unaudited Financial Information TABLE 1 - Consolidated Income Statement Data (Dollars In Thousands, Except Per Share Data) (Unaudited) Three Months Ended Six Months Ended June 30, March 31, June 30, June 30, June 30, 2026 2026 2025 2026 2025 INTEREST INCOME Interest and fees on loans: Taxable $ 36,583 $ 35,641 $ 28,051 $ 72,224 $ 55,554 Tax-exempt 629 619 602 1,248 1,194 Income from available-for-sale debt securities: Taxable 3,507 3,518 2,329 7,025 4,631 Tax-exempt 562 562 579 1,124 1,152 Other interest and dividend income 285 248 893 533 1,632 Total interest and dividend income 41,566 40,588 32,454 82,154 64,163 INTEREST EXPENSE Interest on deposits 9,820 10,058 9,284 19,878 18,876 Interest on short-term borrowings 337 276 1 613 1 Interest on long-term borrowings - FHLB advances 1,423 1,446 1,674 2,869 3,463 Interest on senior notes, net 81 121 120 202 241 Interest on subordinated debt, net 287 233 233 520 465 Total interest expense 11,948 12,134 11,312 24,082 23,046 Net interest income 29,618 28,454 21,142 58,072 41,117 (Credit) provision for credit losses (1,846) 13,602 2,354 11,756 2,590 Net interest income after (credit) provision for credit losses 31,464 14,852 18,788 46,316 38,527 NONINTEREST INCOME Trust revenue 2,242 2,085 1,967 4,327 4,069 Brokerage and insurance revenue 816 588 554 1,404 1,052 Service charges on deposit accounts 1,761 1,650 1,422 3,411 2,862 Interchange revenue from debit card transactions 1,347 1,267 1,218 2,614 2,254 Net gains from sale of loans 608 370 312 978 517 Loan servicing fees, net 193 108 173 301 311 Increase in cash surrender value of life insurance 527 515 466 1,042 923 Other noninterest income 2,305 1,586 2,030 3,891 3,162 Realized gains on available-for-sale debt securities, net 1 26 0 27 0 Total noninterest income 9,800 8,195 8,142 17,995 15,150 NONINTEREST EXPENSE Salaries and employee benefits 13,197 13,201 11,067 26,398 22,826 Net occupancy and equipment expense 1,728 1,891 1,403 3,619 2,862 Data processing and telecommunication expense 2,249 2,449 1,981 4,698 4,052 Automated teller machine and interchange expense 535 583 403 1,118 790 Pennsylvania shares tax 587 585 470 1,172 966 Professional fees 744 639 506 1,383 1,023 Merger-related expenses 0 0 167 0 167 Other noninterest expense 4,799 3,364 3,401 8,163 5,755 Total noninterest expense 23,839 22,712 19,398 46,551 38,441 Income before income tax provision 17,425 335 7,532 17,760 15,236 Income tax provision 3,368 62 1,415 3,430 2,826 NET INCOME $ 14,057 $ 273 $ 6,117 $ 14,330 $ 12,410 EARNINGS PER COMMON SHARE - BASIC and DILUTED $ 0.79 $ 0.02 $ 0.40 $ 0.81 $ 0.80 7 TABLE 2 - CONSOLIDATED BALANCE SHEET DATA (Dollars In Thousands) (Unaudited) June 30, March 31, December 31, June 30, 2026 2026 2025 2025 ASSETS Cash and due from banks: Noninterest-bearing $ 25,947 $ 30,736 $ 22,289 $ 26,320 Interest-bearing 56,590 24,062 23,767 73,299 Total cash and due from banks 82,537 54,798 46,056 99,619 Available-for-sale securities, at fair value 496,829 497,367 506,575 406,052 Loans receivable 2,348,847 2,384,850 2,354,365 1,919,258 Allowance for credit losses (32,583) (33,832) (31,048) (21,699) Loans, net 2,316,264 2,351,018 2,323,317 1,897,559 Bank-owned life insurance 62,136 61,609 61,094 52,138 Accrued interest receivable 10,941 11,901 11,594 8,719 Bank premises and equipment, net 26,712 27,256 27,755 21,195 Foreclosed assets held for sale 181 181 189 402 Deferred tax asset, net 18,617 18,827 17,615 17,346 Goodwill 63,311 63,311 63,311 52,505 Core deposit intangibles, net 9,944 10,758 11,573 1,868 Other assets 64,512 67,314 63,390 53,472 TOTAL ASSETS $ 3,151,984 $ 3,164,340 $ 3,132,469 $ 2,610,875 LIABILITIES Deposits: Noninterest-bearing $ 557,892 $ 568,478 $ 531,442 $ 507,317 Interest-bearing 2,045,843 2,031,575 2,033,274 1,602,459 Total deposits 2,603,735 2,600,053 2,564,716 2,109,776 Short-term borrowings 14,643 13,590 28,618 533 Long-term borrowings - FHLB advances 130,392 139,489 120,935 143,894 Senior notes, net 0 14,988 14,970 14,934 Subordinated debt, net 25,000 24,979 24,949 24,889 Accrued interest and other liabilities 32,075 35,677 36,567 30,492 TOTAL LIABILITIES 2,805,845 2,828,776 2,790,755 2,324,518 STOCKHOLDERS' EQUITY Common stock 18,303 18,303 18,303 16,030 Paid-in capital 184,340 184,325 185,696 142,982 Retained earnings 175,519 166,476 171,214 169,521 Treasury stock, at cost (8,062) (8,778) (10,704) (11,502) Accumulated other comprehensive loss (23,961) (24,762) (22,795) (30,674) TOTAL STOCKHOLDERS' EQUITY 346,139 335,564 341,714 286,357 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 3,151,984 $ 3,164,340 $ 3,132,469 $ 2,610,875 8 TABLE 3 - CONDENSED, CONSOLIDATED KEY FINANCIAL RATIOS AND DATA HIGHLIGHTS (Dollars In Thousands, Except Share and Per Share Data) 3 Months Ended 6 Months Ended June 30, March 31, June 30, June 30, June 30, 2026 2026 2025 2026 2025 PERFORMANCE MEASURES: Net Income per Common Share - Basic and Diluted $ 0.79 $ 0.02 $ 0.40 $ 0.81 $ 0.80 Weighted average basic and diluted shares 17,771,901 17,732,537 15,359,004 17,752,327 15,348,824 Dividends Per Share $ 0.28 $ 0.28 $ 0.28 $ 0.56 $ 0.56 Pre-tax, pre-provision net revenue ("PPNR") (a) $ 15,815 $ 14,142 $ 10,273 $ 29,957 $ 18,424 Return on Average Assets (Annualized) 1.78 % 0.03 % 0.94 % 0.91 % 0.96 % Return on Average Equity (Annualized) 16.57 % 0.32 % 8.66 % 8.36 % 8.85 % PPNR (Annualized) as a % of Average Assets (a) 2.00 % 1.80 % 1.59 % 1.90 % 1.43 % PPNR (Annualized) as a % of Average Equity (a) 18.65 % 16.34 % 14.54 % 17.48 % 13.14 % Return on Average Tangible Common Equity (a) 20.99 % 0.40 % 10.70 % 10.58 % 10.96 % Efficiency ratio (a) 60.12 % 61.63 % 65.18 % 60.84 % 67.51 % AS OF: June 30, March 31, December 31, June 30, 2026 2026 2025 2025 BALANCE SHEET HIGHLIGHTS Total Assets $ 3,151,984 $ 3,164,340 $ 3,132,469 $ 2,610,875 Available-for-Sale Securities $ 496,829 $ 497,367 $ 506,575 $ 406,052 Loans, Net $ 2,316,264 $ 2,351,018 $ 2,323,317 $ 1,897,559 Allowance for Credit Losses: Allowance for Credit Losses on Loans $ 32,583 $ 33,832 $ 31,048 $ 21,699 Allowance for Credit Losses on Off-Balance Sheet Exposures $ 845 $ 1,039 $ 1,029 $ 742 Deposits $ 2,603,735 $ 2,600,053 $ 2,564,716 $ 2,109,776 Total Stockholders' Equity $ 346,139 $ 335,564 $ 341,714 $ 286,357 Common shares outstanding, end of period 17,942,105 17,909,958 17,823,444 15,514,943 Common book value $ 19.29 $ 18.74 $ 19.17 $ 18.46 Tangible Common Book Value (a) $ 15.33 $ 14.73 $ 15.11 $ 14.98 OFF-BALANCE SHEET Outstanding Balance of Mortgage Loans Sold with Servicing Retained $ 454,642 $ 451,162 $ 450,120 $ 329,716 Trust Assets Under Management 1,554,305 1,473,084 1,468,691 1,380,547 (a) See “NON-GAAP Reconciliations.” 9 TABLE 3 - CONDENSED, CONSOLIDATED KEY FINANCIAL RATIOS AND DATA HIGHLIGHTS (Continued) (Dollars In Thousands) AS OF: June 30, March 31, December 31, June 30, 2026 2026 2025 2025 SAFETY AND SOUNDNESS Total Risk Based Capital Ratio (b) 14.52 % 14.12 % 14.45 % 15.99 % Tier 1 Risk Based Capital Ratio (b) 12.44 % 11.84 % 12.18 % 13.55 % Common Equity Tier 1 Risk Based Capital Ratio (b) 12.44 % 11.84 % 12.18 % 13.55 % Leverage Ratio (b) 9.61 % 9.31 % 9.32 % 10.21 % Tangible Common Equity / Tangible Assets (a) 8.93 % 8.53 % 8.80 % 9.09 % ASSET QUALITY RATIOS: Non-performing loans as a % of total loans 1.71 % 1.76 % 1.40 % 1.32 % Non-performing assets as a % of assets 1.28 % 1.33 % 1.06 % 0.98 % Allowance for credit losses as a % of total loans 1.39 % 1.42 % 1.32 % 1.13 % Net recoveries (charge-offs) as a % of average gross loans (annualized): Three Months Ended 0.07 % (1.83) % (0.15) % (0.12) % Year-to-Date (0.88) % (1.83) % (0.08) % (0.07) % (a) See NON-GAAP to GAAP Reconciliations. (b) Capital ratios are for the Holding Company and the most recent period are estimated. 10 TABLE 4 - ANALYSIS OF AVERAGE DAILY BALANCES AND RATES (Dollars In Thousands) 3 Months (3) 3 Months (3) 3 Months (3) Ended Rate of Ended Rate of Ended Rate of 6/30/2026 Return/ 3/31/2026 Return/ 6/30/2025 Return/ Average Income/ Cost of Average Income/ Cost of Average Income/ Cost of Balance Expense Funds% Balance Expense Funds% Balance Expense Funds% EARNING ASSETS Interest-bearing due from banks $ 26,606 $ 232 3.50 % $ 25,516 $ 218 3.46 % $ 79,868 $ 855 4.29 % Available-for-sale debt securities, at amortized cost: Taxable 424,311 3,507 3.32 % 427,531 3,518 3.34 % 338,539 2,329 2.76 % Tax-exempt (1) 103,807 649 2.51 % 104,712 647 2.51 % 109,840 658 2.40 % Total available-for-sale debt securities 528,118 4,156 3.16 % 532,243 4,165 3.17 % 448,379 2,987 2.67 % Loans receivable: Taxable 2,293,653 36,583 6.40 % 2,271,112 35,641 6.36 % 1,814,171 28,051 6.20 % Tax-exempt (1) 88,537 779 3.53 % 93,852 765 3.31 % 87,249 743 3.42 % Total loans receivable (2) 2,382,190 37,362 6.29 % 2,364,964 36,406 6.24 % 1,901,420 28,794 6.07 % Other earning assets 4,130 53 5.15 % 2,893 30 4.21 % 2,833 38 5.38 % Total Earning Assets 2,941,044 41,803 5.70 % 2,925,616 40,819 5.66 % 2,432,500 32,674 5.39 % Bank-owned life insurance 61,796 61,275 51,844 Intangible assets 73,711 74,530 54,425 Other assets 78,605 85,267 53,390 Total Assets $ 3,155,156 $ 3,146,688 $ 2,592,159 INTEREST-BEARING LIABILITIES Interest-bearing deposits: Interest checking $ 697,007 $ 2,513 1.45 % $ 669,972 $ 2,328 1.41 % $ 542,532 $ 2,708 2.00 % Money market 399,142 1,914 1.92 % 385,585 1,850 1.95 % 364,238 1,948 2.15 % Savings 347,745 739 0.85 % 362,060 848 0.95 % 198,553 49 0.10 % Time deposits 579,748 4,654 3.22 % 602,443 5,032 3.39 % 486,249 4,579 3.78 % Total interest-bearing deposits 2,023,642 9,820 1.95 % 2,020,060 10,058 2.02 % 1,591,572 9,284 2.34 % Borrowed funds: Short-term 34,880 337 3.88 % 28,203 276 3.97 % 980 1 0.41 % Long-term - FHLB advances 133,004 1,423 4.29 % 134,034 1,446 4.38 % 149,704 1,674 4.49 % Senior notes, net 10,050 81 3.23 % 14,979 121 3.28 % 14,926 120 3.22 % Subordinated debt, net 24,993 287 4.61 % 24,965 233 3.79 % 24,874 233 3.76 % Total borrowed funds 202,927 2,128 4.21 % 202,181 2,076 4.16 % 190,484 2,028 4.27 % Total Interest-bearing Liabilities 2,226,569 11,948 2.15 % 2,222,241 12,134 2.21 % 1,782,056 11,312 2.55 % Demand deposits 553,828 540,165 498,169 Other liabilities 35,510 38,145 29,260 Total Liabilities 2,815,907 2,800,551 2,309,485 Stockholders' equity, excluding accumulated other comprehensive loss 363,636 366,848 315,520 Accumulated other comprehensive loss (24,387) (20,711) (32,846) Total Stockholders' Equity 339,249 346,137 282,674 Total Liabilities and Stockholders' Equity $ 3,155,156 $ 3,146,688 $ 2,592,159 Interest Rate Spread 3.55 % 3.45 % 2.84 % Net Interest Income $ 29,855 $ 28,685 $ 21,362 Net Interest Income/Earning Assets 4.07 % 3.98 % 3.52 % Total Deposits (Interest-bearing and Demand) $ 2,577,470 $ 2,560,225 $ 2,089,741 Brokered Deposits $ 132 1 3.04 % $ 2,247 21 3.79 % $ 8,582 96 4.47 % (1) Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using C&N’s marginal federal income tax rate of 21%. See reconciliation. (2) Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings. (3) Rates of return on earning assets and costs of funds have been presented on an annualized basis. 11 TABLE 5 - ANALYSIS OF AVERAGE DAILY BALANCES AND RATES (Dollars In Thousands) 6 Months (3) 6 Months (3) Ended Rate of Ended Rate of 6/30/2026 Return/ 6/30/2025 Return/ Average Income/ Cost of Average Income/ Cost of Balance Expense Funds% Balance Expense Funds% EARNING ASSETS Interest-bearing due from banks $ 26,064 $ 450 3.48 % $ 73,915 $ 1,576 4.30 % Available-for-sale debt securities, at amortized cost: Taxable 425,912 7,025 3.33 % 339,045 4,631 2.75 % Tax-exempt (1) 104,257 1,296 2.51 % 110,488 1,306 2.38 % Total available-for-sale debt securities 530,169 8,321 3.17 % 449,533 5,937 2.66 % Loans receivable: Taxable 2,282,445 72,224 6.38 % 1,811,622 55,554 6.18 % Tax-exempt (1) 91,180 1,544 3.41 % 88,810 1,471 3.34 % Total loans receivable (2) 2,373,625 73,768 6.27 % 1,900,432 57,025 6.05 % Other earning assets 3,515 83 4.76 % 2,308 56 4.89 % Total Earning Assets 2,933,373 82,622 5.68 % 2,426,188 64,594 5.37 % Bank-owned life insurance 61,537 51,615 Intangible assets 74,118 54,477 Other assets 81,917 51,421 Total Assets $ 3,150,945 $ 2,583,701 INTEREST-BEARING LIABILITIES Interest-bearing deposits: Interest checking $ 683,564 $ 4,841 1.43 % $ 540,897 $ 5,435 2.03 % Money market 392,401 3,764 1.93 % 359,716 3,929 2.20 % Savings 354,863 1,587 0.90 % 197,269 98 0.10 % Time deposits 591,033 9,686 3.30 % 490,212 9,414 3.87 % Total interest-bearing deposits 2,021,861 19,878 1.98 % 1,588,094 18,876 2.40 % Borrowed funds: Short-term 31,560 613 3.92 % 1,189 1 0.17 % Long-term - FHLB advances 133,516 2,869 4.33 % 156,013 3,463 4.48 % Senior notes, net 12,501 202 3.26 % 14,917 241 3.26 % Subordinated debt, net 24,979 520 4.20 % 24,860 465 3.77 % Total borrowed funds 202,556 4,204 4.19 % 196,979 4,170 4.27 % Total Interest-bearing Liabilities 2,224,417 24,082 2.18 % 1,785,073 23,046 2.60 % Demand deposits (non-interest bearing) 547,034 487,446 Other liabilities 36,820 30,761 Total Liabilities 2,808,271 2,303,280 Stockholders' equity, excluding accumulated other comprehensive loss 365,233 313,982 Accumulated other comprehensive loss (22,559) (33,561) Total Stockholders' Equity 342,674 280,421 Total Liabilities and Stockholders' Equity $ 3,150,945 $ 2,583,701 Interest Rate Spread 3.50 % 2.77 % Net Interest Income $ 58,540 $ 41,548 Net Interest Income/Earning Assets (Net Interest Margin) 4.02 % 3.45 % Total Deposits (Interest-bearing and Demand) $ 2,568,895 $ 2,075,540 Brokered Deposits $ 1,184 22 3.75 % $ 17,531 408 4.69 % (1)Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using C&N’s marginal federal income tax rate of 21%. See reconciliation. (2)Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings. (3) Rates of return on earning assets and costs of funds have been presented on an annualized basis. 12 TABLE 6 - SUMMARY OF LOANS BY TYPE (Excludes Loans Held for Sale) (Dollars In Thousands) June 30, March 31, December 31, June 30, June 30, 2026 vs 2026 2026 2025 2025 March 31. 2026 Commercial real estate - non-owner occupied: Non-owner occupied $ 550,607 $ 556,787 $ 569,974 $ 488,150 $ (6,180) (1.1) % Multi-family (5 or more) residential 170,179 170,891 160,284 107,603 (712) (0.4) % 1-4 Family - commercial purpose 203,093 198,203 197,480 162,208 4,890 2.5 % Total commercial real estate - non-owner occupied 923,879 925,881 927,738 757,961 (2,002) (0.2) % Commercial real estate - owner occupied 325,002 326,210 311,792 261,157 (1,208) (0.4) % All other commercial loans: Commercial and industrial 127,268 127,100 128,679 97,632 168 0.1 % Commercial lines of credit 149,546 148,118 139,727 124,515 1,428 1.0 % Political subdivisions 86,701 103,097 96,349 83,811 (16,396) (15.9) % Commercial construction and land 111,462 123,170 123,887 99,514 (11,708) (9.5) % Other commercial loans 69,098 70,431 71,895 25,027 (1,333) (1.9) % Total all other commercial loans 544,075 571,916 560,537 430,499 (27,841) (4.9) % Residential mortgage loans: 1-4 Family - residential 405,339 411,451 411,827 375,352 (6,112) (1.5) % 1-4 Family residential construction 37,737 34,460 32,123 23,144 3,277 9.5 % Total residential mortgage 443,076 445,911 443,950 398,496 (2,835) (0.6) % Consumer loans: Consumer lines of credit (including HELCs) 98,962 98,961 94,060 56,130 1 0.0 % All other consumer 13,853 15,971 16,288 15,015 (2,118) (13.3) % Total consumer 112,815 114,932 110,348 71,145 (2,117) (1.8) % Total 2,348,847 2,384,850 2,354,365 1,919,258 (36,003) (1.5) % Less: allowance for credit losses on loans (32,583) (33,832) (31,048) (21,699) 1,249 (3.7) % Loans, net $ 2,316,264 $ 2,351,018 $ 2,323,317 $ 1,897,559 $ (34,754) (1.5) % TABLE 7 - NON-OWNER OCCUPIED COMMERCIAL REAL ESTATE (Dollars In Thousands) Loan Type June 30, % of March 31, December 31, June 30, 2026 Total Loans 2026 2025 2025 Retail $ 112,665 4.8 % $ 116,507 $ 104,513 $ 89,485 Office 107,923 4.6 % 109,404 125,175 118,007 Industrial 96,526 4.1 % 98,985 99,476 83,334 Hotels 76,171 3.2 % 81,638 82,692 69,163 Self Storage Facilities 59,772 2.5 % 55,083 55,434 34,558 Mixed Use 58,871 2.5 % 57,897 64,390 60,177 Other 38,679 1.6 % 37,273 38,294 33,426 Total Non-owner Occupied CRE Loans $ 550,607 23.4 % $ 556,787 $ 569,974 $ 488,150 Total Gross Loans $ 2,348,847 $ 2,384,850 $ 2,354,365 $ 1,919,258 13 TABLE 8 - PAST DUE LOANS AND NONPERFORMING ASSETS (Dollars In Thousands) June 30, March 31, December 31, June 30, 2026 2026 2025 2025 Collateral dependent loans with a valuation allowance $ 5,608 $ 5,602 $ 5,401 $ 239 Collateral dependent loans without a valuation allowance 33,255 35,230 27,027 20,957 Total collateral dependent loans $ 38,863 $ 40,832 $ 32,428 $ 21,196 Total loans past due 30-89 days and still accruing $ 7,047 $ 10,217 $ 18,309 $ 1,721 Nonperforming assets: Total nonaccrual loans $ 39,748 $ 41,863 $ 32,836 $ 25,190 Total loans past due 90 days or more and still accruing 346 69 88 86 Total nonperforming loans 40,094 41,932 32,924 25,276 Foreclosed assets held for sale (real estate) 181 181 189 402 Total nonperforming assets $ 40,275 $ 42,113 $ 33,113 $ 25,678 Total nonperforming loans as a % of total loans 1.71 % 1.76 % 1.40 % 1.32 % Total nonpe