EX-99.1 2 cznc-20221108xex99d1.htm EX-99.1
Exhibit 99.1

| Piper Sandler & Co. East Coast Financial Services Conference November 9, 2022

| CAUTION REGARDING FORWARD LOOKING STATEMENTS This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that relate to future events or the future performance of the Company . Forward - looking statements are not guarantees of performance or results . These forward - looking statements are based on the current beliefs and expectations of the respective management of the Company and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond their respective control and which may be heightened by the novel coronavirus, or COVID - 19 pandemic . In addition, these forward - looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change . Actual results may differ materially from the anticipated results discussed or implied in these forward - looking statements because of numerous possible uncertainties . Words like "may," "plan," "contemplate," "anticipate," "believe," "intend," "continue," "expect," "project," "predict," "estimate," "could," "should," "would," "will," and similar expressions, should be considered as identifying forward - looking statements, although other phrasing may be used . Such forward - looking statements involve risks and uncertainties and may not be realized due to a variety of factors . Additional factors that could cause actual results to differ materially from those expressed in the forward - looking statements are discussed in the reports (such as Annual Reports on Form 10 - K and Quarterly Reports on Form 10 - Q) filed by the Company with the Securities and Exchange Commission . You should consider such factors and not place undue reliance on such forward - looking statements . No obligation is undertaken by the Company to update such forward - looking statements to reflect events or circumstances occurring after the issuance of this presentation . NON - GAAP FINANCIAL MEASURES Statements included in this presentation include non - GAAP financial measures and should be read along with the accompanying tables under the section titled “Non - GAAP Reconciliations . ” The Company uses non - GAAP financial measures to analyze its performance . Management believes that non - GAAP financial measures provide additional useful information that allows readers to evaluate the ongoing performance of the Company and provide meaningful comparison to its peers . Non - GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company . Non - GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP . Legal Disclaimer 2

| 3 Overview 158 - year - old institution with a strong market position Experienced management team with a proven track record of M&A Consistently strong profitability with diversified revenue streams Balanced loan portfolio with sound asset quality Stable, low - cost core deposit franchise 1 2 3 4 5 Strong capital position to support growth strategy and dividends 6

| 158 - year - old institution with a strong market position 4

| • Citizens & Northern Corporation (“C&N”) is a bank holding company with assets of approximately $2.4 billion at September 30, 2022. It was founded in 1987 and has been listed on the NASDAQ since 2005. C&N’s principal subsidiary is Citizens & Northern Bank (“C&N Bank”). • Headquartered in Wellsboro, PA, C&N Bank has 29 full - service branches and 1 limited production office (LPO). C&N Bank was founded in 1864. • 23 branches in the Northern Tier of PA and Steuben County NY and an LPO dedicated to commercial and other lending services in Elmira, NY. Recently closed branches in Monroeton, PA and Canisteo, NY. • 4 branches in Southeastern PA • In 2019, the Company acquired Monument Bancorp, Inc. ($376m assets) • In 2020, the Company acquired Covenant Financial, Inc. ($608m assets) • 2 branches in Southcentral PA • Trust services and investment and insurance products are offered through C&N’s Wealth Management Group. At September 30, 2022, trust assets under management totaled approximately $1.0 billion. • C&N’s common stock trades on the NASDAQ Capital Market Securities under the symbol CZNC. At November 4, 2022, the market capitalization was $372 million. • The closing market price on November 4, 2022 was $23.98, or 14.9X annualized earnings for the nine months ended September 30, 2022 and 203% of tangible common book value per share at September 30, 2022. Based on the most recent quarterly dividend of $0.28 per share and the closing market price on November 4, 2022, the annualized dividend yield was 4.67%. C&N Franchise 5

| CZNC (29) CZNC LPO (1) County of Operation Adjacent County Elk Tioga York Potter Steuben Berks Bradford Lycoming Clinton Warren Allegany Clearfield McKean Luzerne Cattaraugus Bucks Lancaster Tioga Chester Ontario Adams Yates Burlington Dauphin Livingston Susquehanna Sullivan Union Tompkins Lehigh Cumberland Wyoming Chemung Lebanon Schuyler Columbia Cameron Hunterdon Montgomery Mercer Northumberland Northampton Delaware Montour Current Branch Footprint 6

| (1) Source: census.gov/quickfacts (2) Median household income (in 2020 dollars), 2016 - 2020 7 Market Demographic Information Northern Tier 15% Southeastern PA 46% Southcentral PA 39% Northern Tier Southeastern PA Southcentral PA Demographic Data Region Population Estimate, July 1, 2021 (1) % of Total Population Estimate in C&N Markets Median Household Income (1,2) Northern Tier 373,901 14.54% Southeastern PA 1,184,747 46.08% Southcentral PA 1,012,348 39.38% 2,570,996 100.00% Northern Tier Steuben County, NY 92,948 3.62% $55,349 Bradford County, PA 59,892 2.33% $52,375 Cameron County, PA 4,459 0.17% $40,342 Lycoming County, PA 113,605 4.42% $54,906 McKean County, PA 39,941 1.55% $49,240 Potter County, PA 16,259 0.63% $47,696 Sullivan County, PA 5,868 0.23% $49,830 Tioga County, PA 40,929 1.59% $51,838 373,901 14.54% Southeastern PA Bucks County 646,098 25.13% $93,181 Chester County 538,649 20.95% $104,161 1,184,747 46.08% Southcentral PA Lancaster County 553,652 21.53% $69,588 York County 458,696 17.84% $68,940 1,012,348 39.38%

| Experienced management team with a proven track record of M&A 8

| 9 Experienced Management Team Name Position Years of Banking Experience Years with Citizens & Northern J. Bradley Scovill President and CEO 31 7 Mark Hughes Chief Financial Officer 22 22 Matthew Bower 1 Chief Wealth Management Officer 32 0 Alexander Balagour Chief Information Officer 9 1 Shelley D’Haene Chief Digital & Payments Officer 23 23 Stan Dunsmore Chief Credit Officer 38 15 Harold (Hal) Hoose Chief Revenue Officer 32 25 John Reber Chief Risk Officer 30 18 Thomas L. Rudy, Jr. Chief Delivery Officer & Northern Tier Region President 23 23 Blair Rush Southeastern PA Region President 41 2 Tracy Watkins Chief Human Resources Officer 19 19 Total 268 155 • Total Board and Management Ownership of C&N is approximately 3.5%. ¹ Matthew Bower joined C&N in February 2022

| 10 Current Strategic Focus Source: Company Documents • Target business segments we know and understand • Significant progress establishing relationship model in newer markets • Blending digital with personal/physical access Relationship Banking Model • Beginning to harvest results of recent investments • Continue to implement products and services that complement Fiserv/DNA core and Q2 internet banking platform Digital Transformation • Ongoing Board refreshment, including 2 new members added in 2021 and 1 retirement in 2022; Terry Lehman appointed Chairman in 2021 • Recent hirings of executives in critical positions, Chief Information Officer (2021) and Chief Wealth Management Officer (2022) • Continue focus on development and succession across company lines Leadership, Management and Board Development • Further deployment of strong capital base • Organic growth • Multiple business lines • Opportunistic M&A – Banks and Wealth Growth Strategy • Strategic investing in people, new markets and technology • Sustain solid earnings performance and risk profile • Continue to position the stock to be fairly valued through growth in EPS, dividends and share repurchases Shareholder Value

| • Cloud Migration • Bank data centers will be 100% migrated to Amazon Web Services, Inc. (AWS) by the end of the year, thus reducing operational risk and adding agility • Actively seeking best in class Software as a Service (SaaS) solutions like Salesforce to accelerate business process transformation and cloud technology adoption • Data & Analytics • Central data warehouse, powered by Snowflake, is now operational and supports business critical data processing and analytics applications • Launched 9 Qlik Sense analytics apps to support commercial lending, deposit, and transaction analysis • Business Applications & Integration (Application Programming Interfaces, or APIs) • Focus on digital customer experience by integrating applications and making more services available to customers through the mobile/online app (Examples include SmartMoney, Autobooks, Carefull) • Salesforce Financial Services Cloud (FSC) with initial focus on enhancing workflow efficiency is in production, with estimated labor savings over 260 hours per month • Organizational Structure Evolving • Technology, Operations and Digital departments are transforming to support agility, customer focus and speed of execution 11 Strategic Technology Initiatives & Digital Transformation

| Consistently strong profitability with diversified revenue streams 12

| 13 Summary Statistics At September 30, 2022 Total Assets $2,400 Million Net Loans $1,674 Million Total Deposits $2,040 Million Tangible Common Equity 1 $183.3 Million Tang. Common Equity / Tang. Assets 1 7.82% Tier 1 Ratio 13.48% Total Risk Based Capital 15.80% Allowance for Loan Losses / Total Loans 0.96% Allowance for Loan Losses + Credit Adjustment on Purchased Non - impaired Loans / Total Loans + Credit Adjustment 1.08% NPAs 2 / Assets 0.87% NPAs Excluding PCI Loans / Total Assets 0.71% For the Nine Months Ended September 30, 2022: Annualized Return on Average Assets 1.06% Annualized Return on Average Equity 9.20% Annualized Return on Average Tangible Common Equity 1 11.55% Efficiency Ratio 1 64.16% Earnings Per Share $1.21 Book Value Per Share $15.41 Tangible Book Value Per Share 1 $11.83 ¹ See reconciliation of certain GAAP to Non - GAAP reconciliations ² Defined as non - accrual loans + all loans that are 90 days past due + OREO

| 14 Q3 Financial Highlights Source: Company Documents; Financial data as of September 30, 2022 CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) 3RD 3RD QUARTER QUARTER 2022 2021 (Current) (Prior Year) $ Incr. (Decr.) % Incr. (Decr.) Interest and Dividend Income $ 23,710 $ 21,073 $ 2,637 12.51 % Interest Expense 2,831 1,614 1,217 75.40 % Net Interest Income 20,879 19,459 1,420 7.30 % Provision for Loan Losses 3,794 1,530 2,264 147.97 % Net Interest Income After Provision for Loan Losses 17,085 17,929 (844) (4.71) % Noninterest Income 5,651 6,359 (708) (11.13) % Net Gains on Available - for - sale Debt Securities 20 23 (3) (13.04) % Noninterest Expense 17,443 15,346 2,097 13.66 % Income Before Income Tax Provision 5,313 8,965 (3,652) (40.74) % Income Tax Provision 858 1,566 (708) (45.21) % Net Income $ 4,455 $ 7,399 $ (2,944) (39.79) % Net Income Attributable to Common Shares (1) $ 4,416 $ 7,336 $ (2,920) (39.80) % PER COMMON SHARE DATA: Net Income - Basic $ 0.29 $ 0.47 $ (0.18) (38.30) % Net Income - Diluted $ 0.29 $ 0.47 $ (0.18) (38.30) % Dividends Per Share $ 0.28 $ 0.28 $ 0.00 0.00 % Number of Shares Used in Computation - Basic 15,364,075 15,703,932 Number of Shares Used in Computation - Diluted 15,367,189 15,710,345 (1) Basic and diluted net income per common share are determined based on net income less earnings allocated to nonvested restricted shares with nonforfeitable dividends.

| 15 Nine Months Ended September 30, 2022 Financial Highlights Source: Company Documents; Financial data as of September 30, 2022 CONDENSED, CONSOLIDATED EARNINGS INFORMATION (Dollars In Thousands, Except Per Share Data) (Unaudited) NINE MONTHS ENDED September 30, 2022 2021 (Current) (Prior Year) $ Incr. (Decr.) % Incr. (Decr.) Interest and Dividend Income $ 66,792 $ 63,255 $ 3,537 5.59 % Interest Expense 5,956 5,032 924 18.36 % Net Interest Income 60,836 58,223 2,613 4.49 % Provision for Loan Losses 4,993 2,533 2,460 97.12 % Net Interest Income After Provision for Loan Losses 55,843 55,690 153 0.27 % Noninterest Income 18,302 19,441 (1,139) (5.86) % Net Gains on Available - for - sale Debt Securities 21 25 (4) (16.00) % Noninterest Expense 51,368 46,454 4,914 10.58 % Income Before Income Tax Provision 22,798 28,702 (5,904) (20.57) % Income Tax Provision 3,959 5,456 (1,497) (27.44) % Net Income $ 18,839 $ 23,246 $ (4,407) (18.96) % Net Income Attributable to Common Shares (1) $ 18,670 $ 23,057 $ (4,387) (19.03) % PER COMMON SHARE DATA: Net Income - Basic $ 1.21 $ 1.46 $ (0.25) (17.12) % Net Income - Diluted $ 1.21 $ 1.46 $ (0.25) (17.12) % Dividends Per Share $ 0.84 $ 0.83 $ 0.01 1.20 % Number of Shares Used in Computation - Basic 15,482,672 15,806,897 Number of Shares Used in Computation - Diluted 15,485,948 15,813,129 (1) Basic and diluted net income per common share are determined based on net income less earnings allocated to nonvested restricted shares with nonforfeitable dividends.

| 16 Strong Historical Profitability Net Income ($M) Efficiency Ratio (%) ROAA (%) Net Interest Margin (%) 1) Annualized 2) Reference GAAP to Non GAAP reconciliation pages in appendix Source: S&P Global Market Intelligence GAAP Non - GAAP Adjusted 2 GAAP Non - GAAP Adjusted 2 $22.0 $19.5 $19.2 $30.6 $25.1 $20.4 $22.8 $26.5 2018Y 2019Y 2020Y 2021Y 2022 Q3 YTD¹ 1.72 1.27 0.96 1.32 1.06 1.60 1.48 1.32 2018Y 2019Y 2020Y 2021Y 2022 Q3 YTD¹

| 17 Net Interest Margin Trend Net Interest Margin (%) Source: Company Documents

| 18 Average Loan Yield and Deposit Cost 1) Purchase accounting - related adjustments are excluded from the calculation of average loan yield and deposit cost. 2) PPP loans are excluded from the calculation of average loan yield 3) Noninterest - bearing and interest - bearing deposits are included in the calculation of average deposit cost. Source: Company Documents

| 19 Deposit Betas 1) Purchase accounting - related adjustments are excluded from the calculation of average deposit cost. 2) Deposit betas are cumulative for the current cycle; Federal Funds Target rates are end - of - period values

| 20 Diversified Revenue: Meaningful Contribution of Fee Income 1) Financial Data shown on an annualized basis 2) Annualized returns on tax - exempt securities and loans are presented on a fully taxable - equivalent basis using a 21% marginal inc ome tax rate. Source: Company Documents 2018Y 2019Y 2020Y 2021Y 2022 Q3 YTD Trust Revenue $5,838 $6,106 $6,321 $7,234 $5,245 Brokerage and Insurance Revenue 1,123 1,433 1,486 1,860 1,784 Service Charges on Deposit Accounts 5,171 5,358 4,231 4,633 3,662 Interchange Revenue from Debit Card Transactions 2,546 2,754 3,094 3,855 3,050 Net Gains from Sales of Loans 682 924 5,403 3,428 733 Loan Servicing Fees, Net 347 100 (61) 694 757 Increase in Cash Surrender Value of Life Insurance 394 402 515 573 405 Other Noninterest Income 2,496 2,207 3,355 3,580 2,666 Total Noninterest Income, Excluding Realized Gains $18,597 $19,284 $24,344 $25,857 $18,302 Total: Net Interest Income 2 $47,004 $55,532 $68,545 $79,074 $61,759 Plus: Noninterest Income, Excluding Realized Gains $18,597 $19,284 $24,344 $25,857 $18,302 Operating Revenue $65,601 $74,816 $92,889 $104,931 $80,061 Total Noninterest Income / Operating Revenue (%) 28.35% 25.78% 26.21% 24.64% 22.86% Total Noninterest Income / Average Assets (%) 1.46% 1.25% 1.21% 1.11% 1.03% 1 Dollars in Thousands

| 21 Targeted Balance Sheet Growth Total Assets ($M) Total Deposits ($M) Total Loans and Leases ($M) Total Equity ($M) CAGR¹: 18.0% CAGR¹: 19.9% Actual (Ex. PPP) PPP Loans 1) CAGR calculated from 2018Y to 2022Q3 2) Reference GAAP to Non GAAP reconciliation pages in appendix Source: S&P Global Market Intelligence 90% 94% 80% CAGR¹: 21.0% 83% CAGR¹: 5.2% $197 $244 $300 $301 $239 2018Y 2019Y 2020Y 2021Y 2022Q3 $828 $1,182 $1,644 $1,565 $1,690 $1,538 $1,512 $132 $27 $2 $1,688 2018Y 2019Y 2020Y 2021Y 2022Q3 $1,291 $1,654 $2,239 $2,328 $2,400 2018Y 2019Y 2020Y 2021Y 2022Q3 $ 1,034 $ 1,253 $ 1,820 $ 1,925 $ 2,040 2018Y 2019Y 2020Y 2021Y 2022Q3

| Balanced loan portfolio with sound asset quality 22

| • Diversified strategy across lending products and geographies • Relationship based lending strategy with strong credit culture • MRQ yield on loans of 4.91%, or 4.78% excluding PPP and purchase accounting related income 23 Diversified Lending Strategy & Portfolio Composition 2022Q3 Gross Loans: $1,690M Breakdown By Geography 2022Q3 Commercial Loans: $1,082M Nonowner - Occupied RE 26% C&I 10% Owner - Occupied RE 13% PPP 0% Residential 35% Other 11% C&D 5% Northern Tier 42% Southeast PA 48% South Central PA 6% Other 4% Nonowner - Occupied RE 40% Owner - Occupied RE 21% Commercial and Industrial 16% Multi - Family Residential 5% Political Subdivisions 8% Commercial Construction 7% Other Commercial 3% Source: Company Documents; Financial data as of September 30, 2022

| 24 Consistent and Well Covered Asset Quality Metrics 1) Reference GAAP to Non - GAAP reconciliation pages in appendix 2) Net charge - offs in YTD 2022Q3 have been annualized for purposes of this ratio. Source: S&P Global Market Intelligence and company documents NPAs / Assets (%) Loan Loss Reserve / Total Loans (%) NCOs 2 / Avg. Loans (%) Loan Loss Provision / NCOs (%) 1.37 0.80 1.10 0.94 0.87 0.78 (Excluding PCIs) 1 0.80 (Excluding PCIs) 1 0.66 (Excluding PCIs) 1 0.71 (Excluding PCIs) 1 2018Y 2019Y 2020Y 2021Y 2022Q3 0.02 0.03 0.16 0.09 0.20 2018Y 2019Y 2020Y 2021Y 2022Q3 1.12 0.83 0.69 0.87 0.96 1.15 (Credit Discount & ex. PPP) 1 1.10 (Credit Discount & ex. PPP ) 1 1.08 (Credit Discount & ex. PPP) 1 2018Y 2019Y 2020Y 2021Y 2022Q3 446 264 166 243 212 2018Y 2019Y 2020Y 2021Y 2022Q3 YTD YTD

| Stable, low - cost core deposit franchise 25

| 26 Strong Core Deposit Base Source: Company Documents; Financial data as of September 30, 2022 • Total deposits excluding time and brokered of $1.74B, which represents 85.2% of total deposits • 0.27% cost of total deposits in nine months ended September 30, 2022 • Noninterest - bearing deposits were $558M, and represents 27.3% of total deposits 2022Q3 Total Deposits: $2,040M MMDA & Savings 33.5% Noninterest - Bearing Demand 27.3% Interest - Bearing Demand 24.3% Time < $250k 9.7% Jumbo Time 3.5% Brokered 1.6% Deposits Type 9/30/2022 Balance % Total MMDA & Savings $684,169 33.5% Noninterest - Bearing Demand $557,769 27.3% Interest - Bearing Demand $494,843 24.3% Time <$250k $198,738 9.7% Jumbo Time $71,701 3.5% Brokered $32,375 1.6% Total $2,039,595 100.0% Dollars in Thousands

| Source: FDIC Summary of Deposits; data as of June 30, 2022 27 Strong Presence in Legacy Markets Support Our Continued Expansion into Newer, Higher Growth Markets Northern Tier 75% Southeastern PA 24% Southcentral PA 1% Northern Tier Southeastern PA Southcentral PA Total Deposits ($000) As of June 30, 2022 Region C&N Deposits % of Total C&N Deposits Total Market Deposits C&N Market Share Northern Tier 1,486,164 75.00% 8,576,355 17.33% Southeastern PA 474,800 23.96% 45,021,035 1.05% Southcentral PA 20,618 1.04% 26,943,541 0.08% 1,981,582 100.00% 80,540,931 2.46% Northern Tier Steuben County, NY 57,979 2.93% 1,343,758 4.31% Bradford County, PA 511,099 25.79% 1,539,720 33.19% Cameron County, PA 33,799 1.71% 93,583 36.12% Lycoming County, PA 249,600 12.60% 3,034,007 8.23% McKean County, PA 12,262 0.62% 964,362 1.27% Potter County, PA 73,598 3.71% 344,450 21.37% Sullivan County, PA 117,266 5.92% 169,688 69.11% Tioga County, PA 430,561 21.73% 1,086,787 39.62% 1,486,164 75.00% 8,576,355 17.33% Southeastern PA Bucks County 465,814 23.51% 26,335,643 1.77% Chester County 8,986 0.45% 18,685,392 0.05% 474,800 23.96% 45,021,035 1.05% Southcentral PA Lancaster County 2,390 0.12% 16,148,446 0.01% York County 18,228 0.92% 10,795,095 0.17% 20,618 1.04% 26,943,541 0.08%

| Strong capital position to support growth strategy and dividends 28

| 29 Holding Company Capital Ratios TCE / TA (%) Tier 1 Capital Ratio (%) Leverage Ratio (%) Total RBC Ratio (%) Source: Company Documents 14.5 13.2 11.2 10.8 7.8 2018Y 2019Y 2020Y 2021Y 2022Q3 14.8 13.1 10.3 10.5 10.0 2018Y 2019Y 2020Y 2021Y 2022Q3 23.2 19.2 15.6 15.2 13.5 2018Y 2019Y 2020Y 2021Y 2022Q3 24.4 20.7 17.5 18.2 15.8 2018Y 2019Y 2020Y 2021Y 2022Q3

| 30 Bank Level Capital Ratios Tier 1 Capital Ratio (%) Leverage Ratio (%) Total RBC Ratio (%) Source: Company Documents 20.6 17.8 15.2 15.1 13.8 2018Y 2019Y 2020Y 2021Y 2022Q3 13.2 12.2 10.1 10.5 10.3 2018Y 2019Y 2020Y 2021Y 2022Q3 21.8 18.8 16.0 16.0 14.7 2018Y 2019Y 2020Y 2021Y 2022Q3

| Thank You 31

| Appendix 32

| • J . Bradley Scovill - Mr . Scovill has served as President and Chief Executive Officer of the Corporation and Citizens & Northern Bank (the “Bank”) since March 2 , 2015 . Prior to joining the Corporation and Bank, Mr . Scovill most recently served as President and Chief Operating Officer of Kish Bancorp, Inc . and Kish Bank headquartered in Belleville, Pennsylvania, where he was an executive for more than five ( 5 ) years . Prior to Kish, Mr . Scovill held various executive management positions with both PNC Bank and Sterling Financial Corporation, headquartered in Lancaster, Pennsylvania . Mr . Scovill received a Bachelor of Science degree in Finance from The Pennsylvania State University . • Mark Hughes - Mr . Hughes serves as Treasurer of the Corporation and Executive Vice President and Chief Financial Officer of the Bank . Mr . Hughes served as Interim President and Chief Executive Officer of the Corporation and Bank from August 12 , 2014 through March 1 , 2015 . Effective March 2 , 2015 , Mr . Hughes resigned from the positions of Interim President and Chief Executive Officer of the Corporation and Bank and was appointed to the positions he had formerly held as Treasurer of the Corporation since November 2000 and Executive Vice President and Chief Financial Officer of the Bank since August 2000 . Mr . Hughes is a CPA licensed in Pennsylvania . Mr . Hughes received a Bachelor of Arts degree in Accounting from Lycoming College . • Matthew Bower - Mr . Bower has served as Executive Vice President and Chief Wealth Management Officer of the Bank since February 2022 . Prior to joining the Bank, Mr . Bower served as a Managing Director at PNC’s Wealth Management Group in Atlanta, GA, where he led the team in delivering industry - leading results in client end employee satisfaction for 13 years . Mr . Bower received a Masters of Jurisprudence from Texas A&M University, School of Law in Fort Worth, TX, completed the Stanford Graduate School of Business’s Executive Leadership Program and received a Bachelor of Science degree in Political Science from Florida State University . Mr . Bower has several FINRA Licensures and has earned designations as a Certified Trust and Financial Advisor (CTFA), Certified Securities Operations Professional (CSOP) and a Chartered Wealth Manager (CWM) . • Alexander Balagour - Mr . Balagour has served as Executive Vice President and Chief Information Officer of the Bank since May 2021 . Prior to joining the Bank, Mr . Balagour most recently served as the Chief Information Officer at Customers Bank in Reading, PA, where he led the organization through the transformation of their sales and lending technology, data analytics and customer experience . Mr . Balagour received a Bachelor of Science degree in Computer Science from Arcadia University, where he earned the Sigma Zeta Award in Computer Science, given to the top - graduating student for academic excellence . He went on to receive his Executive Masters in Technology Management from Wharton School and School of Engineering from the University of Pennsylvania . 33 Executive Officer Biographies

| • Shelley D’Haene - Executive Vice President, Chief Digital Channels and Payments Officer of the Bank since February 2021 ; formerly Executive Vice President, Senior Operations Officer since January 2015 ; and Executive Vice President and Director of Alternative Delivery Channels of the Bank since January 2013 and Vice President and Cash Management Coordinator of the Bank since February 2006 after joining the Bank in 1999 . Shelley is a graduate of PBA School of Banking and PBA Advanced School of Banking . • Stan Dunsmore - Mr . Dunsmore has served as Executive Vice President and Chief Credit Officer of the Bank since January 2015 . Previously, Mr . Dunsmore served as Vice President and Commercial Loan Sales Officer of the Bank since May 2007 . Prior to the May 2007 acquisition of Citizens Trust Company by Citizens & Northern Bank, Mr . Dunsmore served as Vice President and Chief Lending Officer of Citizens Trust Company since 1995 . Mr . Dunsmore received a Bachelor of Science degree in Management Science from Lock Haven University of Pennsylvania . • Harold (Hal) Hoose - Executive Vice President and Chief Revenue Officer of the Bank since February 2021 ; formerly Executive Vice President and Director of Lending of the Bank since March of 2005 . Prior to becoming the Director of Lending, Mr . Hoose was a regional commercial relationship manager for C&N since August of 1997 . Prior to that, Mr . Hoose began his banking career in 1990 as a management trainee with Commonwealth Bank (Williamsport PA) and moved to the credit/lending area of the bank in April 1993 . Mr . Hoose received his Bachelor of Science degree from Mansfield University and completed the Graduate School of Banking at the University of Colorado . • John Reber - Executive Vice President and Chief Risk Management Officer of the Bank since February 2021 ; formerly Executive Vice President and Director of Risk Management of the Bank since January 2011 ; formerly Vice President and Director of Risk Management of the Bank since June 2004 . Prior to joining C&N, Mr . Reber held various staff and management positions in credit, lending and risk management with SunBank, headquartered in Lewisburg, Pennsylvania . Mr . Reber received a Bachelor of Science degree in Finance from Bloomsburg University of Pennsylvania . • Thomas L . Rudy, Jr . - Executive Vice President, Chief Delivery Officer and Region President of the Bank since February 2021 ; formerly Executive Vice President and Director of Branch Delivery of the Bank since February 2004 ; President of C&N Financial Services Corporation since January 2000 ; President of Bucktail Life Insurance Company since May 2018 . Mr . Rudy received a Bachelor of Science degree in Finance from The Pennsylvania State University and is a graduate of the ABA Graduate School of Banking at the Wharton School, University of Pennsylvania . 34 Executive Officer Biographies

| • Blair Rush - Executive Vice President and Southeast Region President of the Bank since February 2021 ; formerly Southeast Region President of the Bank since July 2020 with the acquisition of Covenant Bank . Prior to his employment with C&N, Mr . Rush most recently served as President & Chief Operating Officer of Covenant Bank since April 2016 . Prior to this time, he was the Eastern Region President with National Penn Bank . He joined National Penn through their acquisition of FirstService Bank in February 2003 , where he was an Executive Vice President and was one of four original officers of the de novo FirstService Bank . Prior to FirstService Bank, Blair was a Vice President with CoreStates and Bucks County Bank where he started his forty - year banking career . Blair is a graduate of Delaware Valley College with a Bachelor of Science degree in Business Administration and the Pennsylvania Bankers Association’s Central Atlantic Advanced School of Banking . • Tracy Watkins - Ms . Watkins has served as Executive Vice President and Chief Human Resources Officer of the Bank since February 2021 . Executive Vice President and Director of Human Resources of the Bank since January 2018 ; formerly Vice President and Director of Human Resources of the Bank since 2010 , and HRIS (Human Resources Information System) & Employee Relations Manager since 2005 after joining Citizens & Northern Bank in 2003 . Ms . Watkins holds a B . S . in English/Secondary Education from Juniata College, a Certificate from The Institute for Paralegal Training in Philadelphia, PA and is a Graduate of the PBA Advanced School of Banking and The Graduate School of Banking Human Resource Management School as well as being a Certified Employee Benefit Specialist (CEBS – RPA, GBA) and Senior Professional in Human Resources (SPHR) . 35 Executive Officer Biographies

| 36 Consolidated Historical Balance Sheet Source: Company Documents At Year Ended At Quarter Ended 2019Y 2020Y 2021Y 2022Q1 2022Q2 2022Q3 Assets ($000) Total Cash and Cash Due from Banks 35,202 101,857 104,948 114,346 69,187 64,044 Available for Sale Debt Securities 346,723 349,332 517,679 532,913 526,837 487,980 Total Cash & Securities 381,925 451,189 622,627 647,259 596,024 552,024 Gross Loans Held for Investment 1,182,222 1,644,209 1,564,849 1,538,190 1,657,604 1,690,246 Loan Loss Reserve (9,836) (11,385) (13,537) (14,271) (14,547) (16,170) Total Net Loans 1,172,386 1,632,824 1,551,312 1,523,919 1,643,057 1,674,076 OREO 2,886 1,338 684 531 505 454 Total Servicing Rights 1,277 1,689 2,329 2,429 2,640 2,649 Bank Premises and Equipment, Net 17,170 21,526 20,683 21,169 21,829 21,881 Bank-owned Life Insurance 18,641 30,096 30,669 30,804 30,941 31,074 Goodwill and Core Deposit Intangible, Net 28,388 56,356 55,821 55,711 55,602 55,492 Total Other Assets 31,472 44,082 43,523 48,549 60,120 62,530 Total Assets 1,654,145 2,239,100 2,327,648 2,330,371 2,410,718 2,400,180 3 3 3 Liabilities ($000) Non-Interest Bearing 285,904 465,332 521,206 552,255 552,767 557,769 Interest Bearing 966,756 1,355,137 1,403,854 1,408,697 1,411,503 1,481,826 Total Deposits 1,252,660 1,820,469 1,925,060 1,960,952 1,964,270 2,039,595 FHLB Borrowings 136,419 72,674 28,042 20,581 125,291 55,463 Senior and Subordinated Debt 6,500 16,553 47,710 47,748 39,286 39,329 Total Other Liabilities 14,114 29,648 25,431 24,882 23,252 27,004 Total Liabilities 1,409,693 1,939,344 2,026,243 2,054,163 2,152,099 2,161,391 Equity ($000) Equity, Excluding AOCI (1) 240,761 287,961 296,379 296,386 294,621 295,258 AOCI (1) 3,691 11,795 5,026 (20,178) (36,002) (56,469) Total Equity 244,452 299,756 301,405 276,208 258,619 238,789 Total Liabilities and Equity 1,654,145 2,239,100 2,327,648 2,330,371 2,410,718 2,400,180 (1) Accumulated Other Comprehensive Income (Loss)

| 37 Consolidated Historical Income Statement Source: Company Documents For the Year Ended, Nine Months Ended 2019Y 2020Y 2021Y September 30, 2022 Net Interest Income 54,488 67,565 77,939 60,836 Provision for Loan Losses 849 3,913 3,661 4,993 Trust Revenue 6,106 6,321 7,234 5,245 Brokerage and Insurance Revenue 1,433 1,486 1,860 1,784 Service Charge on Deposit Accounts 5,690 4,231 4,633 3,662 Interchange Revenue from Debit Card Transactions 2,754 3,094 3,855 3,050 Net Gains from Sales of Loans 924 5,403 3,428 733 Loan Servicing Fees, Net 100 (61) 694 757 Increase in Cash Surrender Value of Life Insurance 402 515 573 405 Other Noninterest Income 1,875 3,355 3,580 2,666 Total Noninterest Income 19,284 24,344 25,857 18,302 Compensation & Benefits 26,481 33,062 37,603 31,698 Total Noninterest Expense, Excluding Loss on Prepayment of Borrowings and Merger-Related Expenses 45,438 55,609 62,472 51,368 Realized Gain on Securities 23 169 24 21 Loss on Prepayment of Borrowings - 1,636 - - Merger-Related Expenses 4,099 7,708 - - Net Income before Taxes 23,409 23,212 37,687 22,798 Provision for Taxes 3,905 3,990 7,133 3,959 Net Income 19,504 19,222 30,554 18,839

| 38 Net Interest Margin Trend Details Source: Company Documents Net Interest Margin Trends (Dollars in Thousands) 3 Months 3 Months 3 Months 3 Months Ended Rate of Ended Rate of Ended Rate of Ended Rate of 12/31/2021 12/31/2021 Return/ 3/31/2022 3/31/2022 Return/ 6/30/2022 6/30/2022 Return/ 9/30/2022 9/30/2022 Return/ Average Quarterly Cost of Average Quarterly Cost of Average Quarterly Cost of Average Quarterly Cost of Balance Inc/Exp Funds % Balance Inc/Exp Funds % Balance Inc/Exp Funds % Balance Inc/Exp Funds % Average total earning assets and net interest income under U.S. GAAP $2,175,754 $19,716 3.60% $2,168,594 $20,332 3.80% $2,210,210 $19,625 3.56% $2,277,580 $20,879 3.64% Add: Fully taxable-equivalent (FTE) adjustment on tax-exempt securities 179 183 191 179 Add: Fully taxable-equivalent (FTE) adjustment on tax-exempt loans 123 119 121 130 Net Interest Margin, FTE 2,175,754 20,018 3.65% 2,168,594 20,634 3.86% 2,210,210 19,937 3.62% 2,277,580 21,188 3.69% Less; Interest and fees on PPP loans 40,022 1,644 18,849 575 9,272 206 4,695 118 Net Interest Margin, Excluding PPP 2,135,732 18,374 3.41% 2,149,745 20,059 3.78% 2,200,938 19,731 3.60% 2,272,885 21,070 3.68% Less: Purchase Accounting Adjustments (PAA): PAA on loans (4,074) 433 (3,836) 1,703 (3,525) 412 (3,552) 486 PAA on time deposits 76 60 39 33 PAA on borrowed funds 114 81 55 54 PAA on subordinated debt 4 4 4 0 Total PAA (4,074) 627 (3,836) 1,848 (3,525) 510 (3,552) 573 Net Interest Margin, Excluding PPP and PPA (Non-GAAP) $2,139,806 $17,747 3.29% $2,153,581 $18,211 3.43% $2,204,463 $19,221 3.50% $2,276,437 $20,497 3.57% Summary: Net Interest Margin, Excluding PPP and PPA (Non-GAAP) 3.29% 3.43% 3.50% 3.57% Marginal Impact of PAA 0.12% 0.36% 0.10% 0.11% Marginal Impact of PPP 0.24% 0.07% 0.02% 0.01% Total Net Interest Margin, FTE 3.65% 3.86% 3.62% 3.69%

| 39 Average Loan Yield and Deposit Cost Details Source: Company Documents Average Loan Yield and Deposit Cost Reconciliation of US GAAP to Non-GAAP Presentation (Dollars in Thousands) 3 Months 3 Months 3 Months 3 Months Ended Rate of Ended Rate of Ended Rate of Ended Rate of 12/31/2021 12/31/2021 Return/ 3/31/2022 3/31/2022 Return/ 6/30/2022 6/30/2022 Return/ 9/30/2022 9/30/2022 Return/ Average Quarterly Cost of Average Quarterly Cost of Average Quarterly Cost of Average Quarterly Cost of Balance Inc/Exp Funds % Balance Inc/Exp Funds % Balance Inc/Exp Funds % Balance Inc/Exp Funds % Interest and fees on loans under U.S. GAAP $1,554,393 $18,924 4.83% $1,547,861 $19,003 4.98% $1,588,884 $18,394 4.64% $1,674,270 $20,590 4.88% Add: Fully taxable-equivalent (FTE) adjustment on tax-exempt loans 123 119 121 130 Total Interest and fees on loans, FTE equivalent 1,554,393 19,047 4.86% 1,547,861 19,122 5.01% 1,588,884 18,515 4.67% 1,674,270 20,720 4.91% Less; Interest and fees on PPP loans 40,022 1,644 18,849 575 9,272 206 4,695 118 Purchase accounting-related adjustments (PAA): Yield adjustment on non-impaired loans (461) (264) (718) (248) (907) 19 (889) 5 Credit adjustment on non-impaired loans (3,613) 501 (3,118) 553 (2,618) 379 (2,663) 308 Income from repayments received on purchased credit impaired (PCI) loans in excess of prior recorded investment 196 1,398 14 173 Total PAA (4,074) 433 (3,836) 1,703 (3,525) 412 (3,552) 486 Total interest and fees on loans excluding PPP loans and PPA (non-GAAP) $1,518,445 $16,970 4.43% $1,532,848 $16,844 4.46% $1,583,137 $17,897 4.53% $1,673,127 $20,116 4.77% Total interest-bearing deposits $1,409,409 $980 0.28% $1,402,604 $910 0.26% $1,405,984 $1,130 0.32% $1,441,467 $1,972 0.54% Noninterest-bearing Demand deposits 523,817 0 529,077 0 557,007 0 557,116 0 Total deposits 1,933,226 980 0.20% 1,931,681 910 0.19% 1,962,991 1,130 0.23% 1,998,583 1,972 0.39% PAA on time deposits 217 (76) 149 (60) 102 (39) 85 (33) Total deposits excluding PAA (Non-GAAP) $1,933,009 $1,056 0.22% $1,931,532 $970 0.20% $1,962,889 $1,169 0.24% $1,998,498 $2,005 0.40%

| 40 Deposit Beta Details Source: Company Documents Deposit Beta Analysis Reconciliation of US GAAP to Non-GAAP Presentation (Dollars in Thousands) 3 Months 3 Months 3 Months 3 Months Ended Rate of Ended Rate of Ended Rate of Ended Rate of 12/31/2021 12/31/2021 Return/ 3/31/2022 3/31/2022 Return/ 6/30/2022 6/30/2022 Return/ 9/30/2022 9/30/2022 Return/ Average Quarterly Cost of Average Quarterly Cost of Average Quarterly Cost of Average Quarterly Cost of Balance Inc/Exp Funds % Balance Inc/Exp Funds % Balance Inc/Exp Funds % Balance Inc/Exp Funds % Total interest-bearing deposits $1,409,409 $980 0.28% $1,402,604 $910 0.26% $1,405,984 $1,130 0.32% $1,441,467 $1,972 0.54% PAA on time deposits 217 (76) 149 (60) 102 (39) 85 (33) Total interest-bearing deposits excluding PAA (non-GAAP) 1,409,192 1,056 0.30% 1,402,455 970 0.28% 1,405,882 1,169 0.33% 1,441,382 2,005 0.55% Noninterest-bearing Demand deposits 523,817 0 529,077 0 557,007 0 557,116 0 Total deposits excluding PAA (Non-GAAP) $1,933,009 $1,056 0.22% $1,931,532 $970 0.20% $1,962,889 $1,169 0.24% $1,998,498 $2,005 0.40% Cumulative Increase (Decrease) in Average Cost: Total Interest-bearing Deposits (1) -0.02% 0.05% 0.27% Total Deposits (1) -0.02% 0.04% 0.20% Deposit Beta (1) / (2): Total Interest-bearing Deposits 4% 10% Total Deposits 3% 7% Fed Funds Target Rate - High End of Range as of End of the Period 0.25% 0.50% 1.75% 3.25% Cumulative Increase in Fed Funds Rate as Compared to 3/31/2022 (2) 1.25% 2.75%

| Investment Portfolio Characteristics as of September 30, 2022 41 Securities Portfolio 1) Municipal portfolio credit quality information is summarized based on amortized cost values. Ratings are assigned to each security based on the lowest enhanced or underlying rating from Moody’s, S&P or Fitch. Source: Company Documents; Financial data as of September 30, 2022 • Book Value: $559.8 Million • Market Value $488.0 Million • 100% of portfolio is investment grade Composite Quality (%) Current AAA 19% Prerefunded 5% AA 69% A 7% NR Municipal Portfolio Characteristics as of September 30, 2022 1 Municipal 38% Agency MBS - Residential 29% Agency MBS Commercial 16% US Treasuries 7% US Government Agencies 4% Private Label Commercial MBS 1% Bank Holding Company Debt Securities 5%

| 42 Securities Portfolio, continued The composition of the available - for - sale debt securities portfolio at September 30, 2022, December 31, 2021 and December 31, 2020 is as follows: The unrealized decrease in fair value of the portfolio in the first nine months of 2022 and in 2021 resulted from an increase in interest rates . M anagement reviewed the Corporation’s holdings as of September 30 , 2022 and concluded there were no credit - related declines in fair value and that the unrealized losses on all of the securities in an unrealized loss position are considered temporary . (Dollars In Thousands) September 30, 2022 December 31, 2021 December 31, 2020 Amortized Fair Amortized Fair Amortized Fair Cost Value Cost Value Cost Value Obligations of the U.S. Treasury $ 35,155 $ 31,599 $ 25,058 $ 24,912 $ 12,184 $ 12,182 Obligations of U.S. Government agencies 23,939 21,389 23,936 24,091 25,349 26,344 Bank holding company debt securities 28,944 25,432 18,000 17,987 0 0 Obligations of states and political subdivisions: Tax - exempt 146,847 126,710 143,427 148,028 116,427 122,401 Taxable 69,902 58,317 72,182 72,765 45,230 47,452 Mortgage - backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies: Residential pass - through securities 116,833 102,739 98,048 98,181 36,853 38,176 Residential collateralized mortgage obligations 44,075 39,632 44,015 44,247 56,048 57,467 Commercial mortgage - backed securities 89,349 77,383 86,926 87,468 42,461 45,310 Private label commercial mortgage - backed securities 4,793 4,779 0 0 0 0 Total Available - for - Sale Debt Securities $ 559,837 $ 487,980 $ 511,592 $ 517,679 $ 334,552 $ 349,332 Aggregate Unrealized (Loss) Gain $ (71,857) $ 6,087 $ 14,780 Aggregate Unrealized (Loss) Gain as a % of Amortized Cost (12.8) % 1.2 % 4.4 % Market Yield on 5 - Year U.S. Treasury Obligations (a) 4.06 % 1.26 % 0.36 % (a) Source: Treasury.gov (Daily Treasury Par Yield Curve Rates)

| 43 Asset - sensitive Interest Rate Risk Profile Citizens & Northern uses a simulation model to calculate the potential effects of interest rate fluctuations on net interest income and the economic value of portfolio equity . The projected results include the impact of estimates, at each level of interest rate change, regarding cash flows from principal repayments on loans and mortgage - backed securities and call activity on other investment securities . Actual results could vary significantly from these estimates, which could result in significant differences in the calculations of projected changes in net interest income and economic value of equity . As shown in the table below, C&N models as asset - sensitive. September 30, 2022 Data (In Thousands) Period Ending September 30, 2023 Basis Point Interest Interest Net Interest NII NII Change in Rates Income Expense Income (NII) % Change Risk Limit +400 $ 122,856 $ 25,997 $ 96,859 11.9 % 25.0 % +300 116,812 22,596 94,216 8.9 % 20.0 % +200 111,011 19,194 91,817 6.1 % 15.0 % +100 104,967 15,792 89,175 3.1 % 10.0 % 0 98,912 12,390 86,522 0.0 % 0.0 % - 100 92,780 9,709 83,071 (4.0) % 10.0 % - 200 86,905 8,387 78,518 (9.3) % 15.0 % Economic Value of Equity at September 30, 2022 Present Present Present Basis Point Value Value Value Change in Rates Equity % Change Risk Limit +400 $ 496,614 4.1 % 50.0 % +300 491,836 3.1 % 45.0 % +200 490,243 2.8 % 35.0 % +100 483,666 1.4 % 25.0 % 0 477,023 0.0 % 0.0 % - 100 465,772 (2.4) % 25.0 % - 200 449,662 (5.7) % 35.0 %

| 44 Reconciliation of GAAP to Non - GAAP Measure (1) Income tax has been allocated based on a marginal income tax rate of 21%. The effect on the income tax provision is adjusted fo r the estimated nondeductible portion of merger expenses. (2) Annualized returns on tax - exempt securities and loans are presented on a fully taxable - equivalent basis using a 21% marginal inc ome tax rate. Note: ROAA, ROAE and ROATCE shown on an annualized basis Source: Company Documents For the Year Ended December 31, Nine Months Ended Three Months Ended ($000s) 2018 2019 2020 2021 9/30/2022 12/31/2021 3/31/2022 6/30/2022 9/30/2022 Total Noninterest Expense $39,486 $49,537 $64,953 $62,472 $51,368 $16,018 $16,886 $17,039 $17,443 Less: Merger-Related Expenses $328 $4,099 $7,708 $0 $0 $0 $0 $0 $0 Less: Loss on Prepayment of Borrowings $0 $0 $1,636 $0 $0 $0 $0 $0 $0 Operating Expense $39,158 $45,438 $55,609 $62,472 $51,368 $16,018 $16,886 $17,039 $17,443 Total Net Interest Income (2) $47,004 $55,532 $68,545 $79,074 $61,759 $20,018 $20,634 $19,937 $21,188 Plus: Noninterest Income $18,597 $19,284 $24,344 $25,857 $18,302 $6,416 $5,821 $6,830 $5,651 Operating Revenue $65,601 $74,816 $92,889 $104,931 $80,061 $26,434 $26,455 $26,767 $26,839 Efficiency Ratio 59.69% 60.73% 59.87% 59.54% 64.16% 60.60% 63.83% 63.66% 64.99% For the Year Ended December 31, Nine Months Ended Three Months Ended ($000s) 2018 2019 2020 2021 9/30/2022 12/31/2021 3/31/2022 6/30/2022 9/30/2022 Income Before Taxes (GAAP) $26,263 $23,409 $23,212 $37,687 $22,798 $8,985 $8,378 $9,107 $5,313 Less: Income Tax Provision ($4,250) ($3,905) ($3,990) ($7,133) ($3,959) ($1,677) ($1,483) ($1,618) ($858) Net Income (GAAP) $22,013 $19,504 $19,222 $30,554 $18,839 $7,308 $6,895 $7,489 $4,455 GAAP Diluted Earnings Per Share $1.79 $1.46 $1.30 $1.92 $1.21 $0.46 $0.44 $0.48 $0.29 GAAP Return on Average Assets (ROAA) 1.72% 1.27% 0.96% 1.32% 1.06% 1.25% 1.19% 1.28% 0.74% GAAP Return on Average Equity (ROAE) 11.72% 8.50% 7.03% 10.14% 9.20% 9.73% 9.37% 11.29% 6.85% Return on Average Tangible Common Equity (ROATCE) 12.51% 9.56% 8.36% 12.46% 11.55% 11.95% 11.56% 14.29% 8.71% Plus: Merger Related Expenses (1) $0 $3,270 $6,134 $0 $0 $0 $0 $0 $0 Plus: Loss on Prepayment of Borrowings (1) $0 $0 $1,292 $0 $0 $0 $0 $0 $0 Less: Gain on Restricted Equity Security (1) ($1,834) $0 $0 $0 $0 $0 $0 $0 $0 Net Loss (Gain) on Available-for-Sale Debt Securities (1) $228 ($18) ($134) ($19) ($21) $1 ($2) $1 ($20) Core Net Income (Non-GAAP) $20,407 $22,756 $26,514 $30,535 $18,818 $7,309 $6,893 $7,490 $4,435 Core diluted earnings per common share $1.66 $1.70 $1.79 $1.92 $1.20 $0.46 $0.44 $0.48 $0.29 Core net income, as calculated above $20,407 $22,756 $26,514 $30,535 $18,818 $7,309 $6,893 $7,490 $4,435 Average Assets 1,276,140 1,540,469 2,009,825 2,319,234 2,359,863 2,345,060 2,325,486 2,345,944 2,407,262 Average Equity 187,895 229,446 273,351 301,226 273,129 300,490 294,254 265,322 260,186 Average Intangibles 11,952 25,531 43,330 56,086 55,655 55,887 55,765 55,656 55,547 Core ROAA 1.60% 1.48% 1.32% 1.32% 1.06% 1.25% 1.19% 1.28% 0.74% Core ROAE 10.86% 9.92% 9.70% 10.14% 9.19% 9.73% 9.37% 11.29% 6.82% Core ROATCE 11.60% 11.16% 11.53% 12.46% 11.54% 11.95% 11.56% 14.29% 8.67%

| 45 Reconciliation of GAAP to Non - GAAP Measure Source: Company documents; Financial data as of September 30, 2022 December 31, September 30, ($000s) 2018 2019 2020 2021 2022 Nonperforming Assets: Purchased Credit Impaired Loans $0 $441 $6,841 $6,558 $3,783 Other Nonaccrual Loans 13,113 8,777 14,575 12,441 13,176 Total Nonaccrual Loans 13,113 9,218 21,416 18,999 16,959 Total Loans Past due 90 days or More and Still Accruing 2,906 1,207 1,975 2,219 3,499 Total Nonperforming Loans 16,019 10,425 23,391 21,218 20,458 Foreclosed Assets Held for Sale (real estate) 1,703 2,886 1,338 684 454 Total Nonperforming Assets $17,722 $13,311 $24,729 $21,902 $20,912 Total Nonperforming Assets, Excluding Purchased Credit Impaired Loans $17,722 $12,870 $17,888 $15,344 $17,129 Total Nonperforming Loans as a % of Loans 1.94% 0.88% 1.42% 1.36% 1.21% Total Nonperforming Assets as a % of Assets 1.37% 0.80% 1.10% 0.94% 0.87% Total NPAs Excluding Purchased Credit Impaired Loans as a % of Assets 1.37% 0.78% 0.80% 0.66% 0.71%

| 46 Reconciliation of GAAP to Non - GAAP Measure Source: Company documents; Financial data as of September 30, 2022 December 31, ($000s) 2018 2019 2020 2021 3/31/2022 6/30/2022 9/30/2022 Total Gross Loans $827,563 $1,182,222 $1,644,209 $1,564,849 $1,538,190 $1,657,604 $1,690,246 Less: Paycheck Protection Loans (PPP) $0 $0 $132,269 $26,864 $12,377 $6,252 $2,035 Total Loans ex. PPP $827,563 $1,182,222 $1,511,940 $1,537,985 $1,525,813 $1,651,352 $1,688,211 Loan Loss Reserves $9,309 $9,836 $11,385 $13,537 $14,271 $14,547 $16,170 Loan Loss Reserves / Total Gross Loans 1.12% 0.83% 0.69% 0.87% 0.93% 0.88% 0.96% Loan Loss Reserves / Total Gross Loans ex. PPP 1.12% 0.83% 0.75% 0.88% 0.94% 0.88% 0.96% Total Credit Discount $0 $1,216 $5,979 $3,335 $2,782 $2,403 $2,095 Loan Loss Reserves, as shown above $9,309 $9,836 $11,385 $13,537 $14,271 $14,547 $16,170 Plus: Total Credit Discount $0 $1,216 $5,979 $3,335 $2,782 $2,403 $2,095 Loan Loss Reserves (incl. Credit Discount) $9,309 $11,052 $17,364 $16,872 $17,053 $16,950 $18,265 Loan Loss Reserves (incl. Credit Discount) / Total Gross Loans 1.12% 0.93% 1.06% 1.08% 1.11% 1.02% 1.08% Loan Loss Reserves (incl. Credit Discount) / Total Gross Loans ex. PPP 1.12% 0.93% 1.15% 1.10% 1.12% 1.03% 1.08%

| 47 Reconciliation of GAAP to Non - GAAP Measure Source: Company documents; Financial data as of September 30, 2022 Holding Company Tangible Common Equity ($000) 12/31/2018 12/31/2019 12/31/2020 12/31/2021 3/31/2022 6/30/2022 9/30/2022 Stockholders' Equity (GAAP) $197,368 $244,452 $299,756 $301,405 $276,208 $258,619 $238,789 Less: Intangible Assets 11,951 29,635 56,356 55,821 55,711 55,602 55,492 Tangible Common Equity (Non-GAAP) $185,417 $214,817 $243,400 $245,584 $220,497 $203,017 $183,297 Total Number of Shares Outstanding 12,319 13,716 15,912 15,759 15,719 15,499 15,500 Tangible Book Value Per Share $15.05 $15.66 $15.30 $15.58 $14.03 $13.10 $11.83 Holding Company Tangible Assets ($000) 12/31/2018 12/31/2019 12/31/2020 12/31/2021 3/31/2022 6/30/2022 9/30/2022 Assets (GAAP) $1,290,893 $1,654,145 $2,239,100 $2,327,648 $2,330,371 $2,410,718 $2,400,180 Less: Intangible Assets 11,951 29,635 56,356 55,821 55,711 55,602 55,492 Tangible Assets (Non-GAAP) $1,278,942 $1,624,510 $2,182,744 $2,271,827 $2,274,660 $2,355,116 $2,344,688 Bank Level Tangible Common Equity ($000) 12/31/2018 12/31/2019 12/31/2020 12/31/2021 3/31/2022 6/30/2022 9/30/2022 Total Equity Capital (GAAP) $174,795 $228,413 $292,455 $298,797 $276,693 $264,794 $244,701 Less: Intangible Assets 11,951 29,635 56,464 55,821 55,711 55,602 55,492 Tangible Common Equity (Non-GAAP) $162,844 $198,778 $235,991 $242,976 $220,982 $209,192 $189,209 Bank Level Tangible Assets ($000) 12/31/2018 12/31/2019 12/31/2020 12/31/2021 3/31/2022 6/30/2022 9/30/2022 Assets (GAAP) $1,276,156 $1,638,285 $2,222,478 $2,311,213 $2,314,317 $2,394,714 $2,385,461 Less: Intangible Assets 11,951 29,635 56,464 55,821 55,711 55,602 55,492 Tangible Assets (Non-GAAP) $1,264,205 $1,608,650 $2,166,014 $2,255,392 $2,258,606 $2,339,112 $2,329,969