Exhibit 99

Graphic

 

 

Contact:  Charity Frantz

October 23, 2025

 

570-724-0225

 

 

charityf@cnbankpa.com

C&N DECLARES DIVIDEND AND ANNOUNCES THIRD QUARTER 2025 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 nine-month periods ended September 30, 2025. C&N’s principal activity is community banking, and its largest subsidiary is Citizens & Northern Bank (“ C&N Bank”).

Highlights:

Net income was $6,551,000, or $0.42 diluted earnings per share for the third quarter 2025 as compared to $6,117,000, or $0.40 per diluted share in the second quarter 2025 and $6,365,000, or $0.41 per diluted share in the third quarter 2024. Net income for the nine months ended September 30, 2025 was $18,961,000, or $1.22 diluted earnings per share, up from $17,784,000, or $1.16 diluted earnings per share for the first nine months of 2024.
Excluding merger-related expenses, net of taxes, of $697,000, adjusted  earnings (non-GAAP) totaled $7,248,000 or $0.47 per diluted share for the third quarter 2025. For the nine months ended September 30, 2025, excluding merger-related expenses, net of taxes, of $850,000 adjusted earnings (non-GAAP) totaled $19,811,000 or $1.28 per diluted share. Management believes disclosure of unaudited earnings results, adjusted to exclude the impact of merger-related expenses, provides useful information to investors for comparative purposes. See table titled “Adjusted Ratios for Merger-Related Expenses- Non-GAAP Reconciliation” for additional information.
Net interest income for the third quarter 2025 increased $1,121,000 over the total for the second quarter 2025 and $2,107,000 over the total for third quarter 2024. The net interest margin was 3.62% in the third quarter 2025, up from 3.52% in the second quarter 2025 and 3.29% in the third quarter 2024. For the nine months ended September 30, 2025, net interest income increased $4,738,000 over the total for the first nine months of 2024. The net interest margin was 3.51% for the first nine months of 2025, up from 3.30% in the corresponding period of 2024.
The provision for credit losses was $2,163,000 in the third quarter 2025, down from $2,354,000 in the second quarter 2025 and up from $1,207,000 in the third quarter 2024. The provision for credit losses was $4,753,000 in the first nine months of 2025, up from $2,726,000 in the first nine months of 2024. The provision in the nine months ended September 30, 2025 included the impact of increases in the allowance for credit losses (“ACL”) related to changes in qualitative factors partially offset by a reduction related to changes in C&N’s average net charge-off experience. The ACL was 1.21% of gross loans receivable at September 30, 2025, up from 1.13% at June 30, 2025, 1.06% at December 31, 2024 and 1.08% at September 30, 2024.
Total loans receivable were $25,849,000 higher at September 30, 2025 compared to June 30, 2025. Average loans receivable increased 5.2% (annualized) during the third quarter 2025 from the second quarter 2025. Average loans receivable increased by 1.7% for the nine months ended September 30, 2025 as compared to the first nine months of 2024.
Nonperforming assets totaled $27,189,000, or 1.02% of total assets, at September 30, 2025, up from $25,678,000, or 0.98% of total assets, at June 30, 2025 and $24,638,000, or 0.92% of total assets at September 30, 2024.
Deposits totaled $2,165,735,000 at September 30, 2025, up $55,959,000 from June 30, 2025. Average total deposits increased 7.0% (annualized) during the third quarter 2025 from the second quarter 2025 and were $58,280,000 or 2.9% higher for the nine months ended September 30, 2025 as compared to the first nine months of 2024 despite a reduction in average brokered deposits of $57,141,000.

Dividend Declared and Unaudited Financial Information

On October 23, 2025, C&N’s Board of Directors declared a regular quarterly cash dividend of $0.28 per share. The dividend is payable on November 14, 2025 to shareholders of record as of November 3, 2025.

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Highlights related to C&N’s third quarter and September 30, 2025 year-to-date unaudited U.S. GAAP earnings results as compared to results for the second quarter 2025, third quarter 2024 and nine months ended September 30, 2024 are presented below.

Completion of Merger with Susquehanna Community Financial, Inc.

On October 1, 2025, C&N completed its previously announced merger with Susquehanna Community Financial, Inc., (“Susquehanna”). Susquehanna was the parent company of Susquehanna Community Bank, a community bank offering a full range of banking services to the central Pennsylvania market through its seven banking offices located in Lycoming, Northumberland, Synder and Union counties in Pennsylvania. Pursuant to the Agreement and Plan of Merger dated April 23, 2025 between C&N and Susquehanna, Susquehanna merged with and into C&N, with C&N as the surviving corporation in the Merger. Immediately following the completion of the Merger, Susquehanna Community Bank, the wholly owned subsidiary of Susquehanna, merged with and into C&N Bank, with C&N Bank surviving. Upon completion of the merger, shareholders of Susquehanna became entitled to exchange each share of Susquehanna common stock owned for 0.80 shares of C&N common stock. Cash will be issued in lieu of fractional shares resulting from the conversion of Susquehanna’s stock.

In the first nine months of 2025, C&N incurred pre-tax merger-related expenses related to the Susquehanna transaction of $1,049,000, including expenses totaling $882,000 in the third quarter of 2025. Merger-related expenses include initial expenses related to conversion of Susquehanna’s core customer system data into C&N’s core system and legal and other professional expenses. Management estimates total pre-tax merger-related expenses associated with the Susquehanna transaction will be approximately $7.5 million, with most of the expenses expected to be incurred in the fourth quarter of 2025.

Third Quarter 2025 as Compared to Second Quarter 2025

Net income was $6,551,000, or $0.42 per diluted share, for the third quarter 2025 as compared to $6,117,000, or $0.40 per diluted share, for the second quarter 2025. As described above, excluding the effects of merger-related expenses, adjusted earnings (non-GAAP) per share were $0.47 per diluted share for the third quarter 2025. Other significant variances were as follows:

Net interest income of $22,263,000 in the third quarter 2025 increased $1,121,000 from the second quarter 2025 result. Average total earning assets increased $30,276,000 from the prior quarter, as average loans receivable increased $24,811,000 and interest-bearing due from banks increased $8,789,000. Average total deposits increased $36,467,000 and average total borrowed funds decreased $11,228,000 in the third quarter 2025 from the total for the prior quarter. The net interest margin was 3.62% in the third quarter 2025, up 0.10% from 3.52% in the second quarter 2025. The net interest spread increased 0.10%, as the average yield on earning assets increased 0.07% and the average rate on interest-bearing liabilities decreased 0.03%.

The provision for credit losses was $2,163,000 in the third quarter 2025, a decrease of $191,000 compared to $2,354,000 in the second quarter 2025. The provision for the third quarter 2025 included a provision related to loans receivable of $1,869,000 and a provision related to off-balance sheet exposures of $294,000. The provision in the third quarter of 2025 resulted mainly from increases in the ACL related to changes in qualitative factors partially offset by a decrease resulting from changes in an economic forecast. The ACL on loans was 1.21% of gross loans receivable at September 30, 2025, up from 1.13% at June 30, 2025. In the third quarter 2025, net charge-offs totaled $94,000 or 0.02% (annualized) of average loans receivable compared to net charge-offs of $548,000 or 0.12% (annualized) of average loans receivable in the second quarter 2025.
Noninterest income of $7,304,000 in the third quarter 2025 decreased $838,000 from the second quarter 2025 as there was income of $874,000 recognized in the second quarter 2025 from tax credits related to donations with no corresponding income in the third quarter 2025.

Noninterest expense, excluding merger-related expenses of $882,000, totaled $18,507,000 in the third quarter of 2025, a decrease of $724,000 from the second quarter of 2025 total excluding  merger-related expenses of $167,000. Significant variances included the following:

ØOther noninterest expense of $2,496,000 decreased $905,000 from the second quarter 2025. Within this category, donations expense decreased $965,000 from the second quarter 2025 as second quarter

2


results included the impact of donations totaling $922,000 under the Pennsylvania Educational Improvement Tax Credit program which generated the second quarter income from tax credits noted above.
ØSalaries and employee benefits expense of $11,293,000 increased $226,000 from the second quarter 2025 including an increase in base salaries expense of $217,000, or 2.8% and an increase of $102,000 in cash and stock-based compensation, while health insurance expense decreased $101,000 and contributions to the Savings and Retirement and Employee Stock Ownership Plans decreased $98,000.

Third Quarter 2025 as Compared to Third Quarter 2024

Third quarter 2025 net income was $6,551,000, or $0.42 per diluted share, as compared to $6,365,000, or $0.41 per diluted share, in the third quarter 2024. As described above, excluding the effects of merger-related expenses, adjusted earnings (non-GAAP) per share were $0.47 per diluted share for the third quarter 2025. Significant variances were as follows:

Net interest income of $22,263,000 in the third quarter 2025 was $2,107,000 higher than in the third quarter 2024. The net interest margin increased to 3.62% in the third quarter 2025 from 3.29% in the third quarter 2024. The interest rate spread increased 0.39%, as the average yield on earning assets increased 0.08% while the average rate on interest-bearing liabilities decreased 0.31%. Average total deposits increased $41,554,000  despite a decrease in average brokered deposits of $53,846,000 and average total borrowed funds decreased $56,519,000. Average total earning assets increased $1,585,000 from the third quarter 2024, as average total loans receivable increased $37,761,000, or 2.0% while average interest-bearing due from banks decreased $31,228,000 or 26.0%.

As discussed in more detail above, the provision for credit losses was $2,163,000 for the third quarter 2025, compared to a provision for credit losses of $1,207,000 in the third quarter 2024. Net charge-offs totaled $94,000, or 0.02% (annualized) of average loans receivable, in the third quarter of 2025 as compared to $1,237,000, or 0.26% (annualized) of average loans receivable, in the third quarter of 2024. The ACL as a percentage of gross loans receivable was 1.21% at September 30, 2025, an increase from 1.08% at September 30, 2024.

Noninterest income of $7,304,000 in the third quarter 2025 increased $171,000 from the third quarter 2024 result, including trust revenue of $2,056,000 which increased $110,000 or 5.7%, reflecting an increase in estate and pension fees.

Noninterest expense, excluding merger-related expenses of $882,000, totaled $18,507,000 in the third quarter of 2025, an increase of $238,000 from the third quarter of 2024 result. Significant variances included the following:

ØSalaries and employee benefits expense of $11,293,000 increased $418,000 from the third quarter of 2024 including increases of $172,000 in health insurance expense, $150,000 in cash and stock-based compensation and an increase in base salaries expense of $77,000, or 1.0%.
ØOther noninterest expense of $2,496,000 decreased $141,000 from the third quarter 2024 as legal fees and expenses totaled $60,000, a decrease of $158,000 from $218,000 in the third quarter of 2024.

Nine Months Ended September 30, 2025 as Compared to Nine Months Ended September 30, 2024

Net income for the nine-month period ended September 30, 2025 was $18,961,000, or $1.22 per diluted share, as compared to $17,784,000, or $1.16 per diluted share, for the first nine months of 2024. Excluding the impact of merger-related expenses, adjusted earnings (non-GAAP) for the first nine months of 2025 were $19,811,000 or $1.28 per diluted share. Significant variances were as follows:

Net interest income totaled $63,380,000 in the nine months ended September 30, 2025, an increase of $4,738,000 from the total for the first nine months of 2024. The net interest margin was 3.51% for the first nine months of 2025, up from 3.30% in the corresponding period of 2024. The interest rate spread increased 0.23%, as the average rate on interest-bearing liabilities was 0.14% lower while the average yield on earning assets increased 0.09%. Average total earning assets increased $37,834,000, including an increase in average loans receivable of $32,050,000, or 1.7% and an increase in interest-bearing due from banks of $13,434,000. Average total deposits

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increased $58,280,000, or 2.9%, despite a $57,141,000 reduction in average brokered deposits to $13,287,000 for the first nine months of 2025 as compared to $70,428,000 for the first nine months of 2024, while average total borrowed funds decreased $44,150,000.

For the nine months ended September 30, 2025, the provision for credit losses was $4,753,000, an increase of $2,027,000 from the provision for the first nine months of 2024.  The provision in the nine months ended September 30, 2025 included the impact of increases in the ACL related to changes in qualitative factors partially offset by a reduction related to changes in C&N’s average net charge-off experience. In the first nine months of 2025, the ACL on loans receivable increased $3,439,000 to 1.21% at September 30, 2025 as compared to 1.06% at December 31, 2024. Net charge-offs totaled $733,000, or 0.05% (annualized) of average loans receivable for the nine months ended September 30, 2025 compared to $1,589,000, or 0.11% (annualized) of average loans receivable for the first nine months of 2024.

Noninterest income totaled $22,454,000 in the first nine months of 2025, up $792,000 from the total for the first nine months of 2024. Significant variances included the following:

ØTrust revenue of $6,125,000 increased $268,000, consistent with appreciation in the trading prices of many U.S. equity securities and included an increase in estate fees.

ØOther noninterest income of $4,320,000 increased $237,000 including increases in credit enhancement fees of $69,000, income from merchant services of $55,000, income from tax credits related to donations of $51,000 and letter of credit fees of $50,000.

ØInterchange revenue from debit card transactions of $3,391,000 increased $186,000, including an increase in volume-related incentive income.

ØNet gains from sale of loans of $925,000 increased $139,000, reflecting an increase in volume of residential mortgage loans sold.

Noninterest expense, excluding merger-related expenses of $1,049,000, totaled $56,781,000 for the first nine months of 2025, an increase of $953,000 from the total for the first nine months of 2024. Significant variances included the following:  

ØSalaries and employee benefits expense of $34,119,000 increased $659,000, including increases of $548,000 in cash-and stock-based incentive compensation and $137,000 in wealth management-related commissions, while base salaries decreased $52,000.

ØOther noninterest expense of $8,251,000 increased $315,000. Within this category, significant variances included the following:
In 2025, there was a reduction in expense associated with the defined benefit postretirement medical benefit plan of $49,000. In comparison, in 2024, there was a reduction in expense of $513,000 related to the defined benefit postretirement medical benefit plan, including a curtailment gain of $469,000. In addition, pension costs from a frozen defined benefit plan increased $93,000 to $109,000 in 2025 from $14,000 in 2024, primarily from a settlement charge of $87,000 in 2025, and net collection expense increased $60,000 to $38,000 in 2025 as compared to net recoveries of $22,000 in 2024.
Legal fees totaled $199,000 in the first nine months of 2025, a decrease of $292,000 from 2024.

The income tax provision of $4,290,000, or 18.5% of pre-tax income for 2025 increased $324,000 from $3,966,000, or 18.2% of pre-tax income for 2024. The increase in income tax provision was consistent with the increase in pre-tax income of $1,501,000.

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Other Information:

Changes in other unaudited financial information were as follows:

Total assets amounted to $2,664,033,000 at September 30, 2025, up from $2,610,875,000 at June 30, 2025 and down from $2,670,822,000 at September 30, 2024.
Cash and due from banks totaled $123,090,000 at September 30, 2025, up from $99,619,000 at June 30, 2025 and down from $184,213,000 at September 30, 2024.
The fair value of available-for-sale debt securities at September 30, 2025 was lower than the amortized cost basis by $33,786,000 or 7.5%. In comparison, the aggregate unrealized loss position was $39,765,000 or 8.9% lower than the amortized cost basis at June 30, 2025 and $38,790,000 or 8.7% lower than the amortized cost basis at September 30, 2024. The unrealized loss position of the portfolio has resulted from an increase in interest rates as compared to rates when most of the securities were purchased. 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 September 30, 2025 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 September 30, 2025.
Gross loans receivable totaled $1,945,107,000 at September 30, 2025, an increase of $25,849,000 from total loans at June 30, 2025 and an increase of $52,343,000 or 2.8% from total loans at September 30, 2024. In comparing outstanding balances at September 30, 2025 and 2024, total commercial loans were up $55,341,000 or 3.9%, reflecting growth in non-owner occupied commercial real estate loans of $44,263,000 and other commercial loans of $17,190,000 partially offset by a decrease in owner occupied commercial real estate loans of $6,112,000. Total outstanding residential mortgage loans were down $10,619,000 or 2.6% while total consumer loans increased $7,621,000 or 11.6%. The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $335,330,000 at September 30, 2025, up $10,326,000 or 3.2% from September 30, 2024.
At September 30, 2025, the recorded investment in non-owner occupied commercial real estate loans for which the primary purpose is utilization of office space by third parties was $117,046,000, or 6.0% of gross loans receivable. Within this segment there were two loans with a total amortized cost basis of $2,874,000 in nonaccrual status with no individual allowances and the remainder of the non-owner occupied commercial real estate loans with a primary purpose of office space utilization were in accrual status with no individual allowance at September 30, 2025.
Total nonperforming assets as a percentage of total assets was 1.02% at September 30, 2025, up from 0.98% at June 30, 2025 and 0.92% at September 30, 2024. Total nonperforming assets were $27,189,000 at September 30, 2025, up from $25,698,000 at June 30, 2025 and $24,638,000 at September 30, 2024.
Deposits totaled $2,165,735,000 at September 30, 2025, up $55,959,000 from June 30, 2025 including a seasonal increase in deposits of Pennsylvania-based municipal customers of $39,472,000. Total deposits were up $29,856,000 or 1.4% at September 30, 2025 as compared to September 30, 2024, despite a decrease in brokered deposits of $40,047,000. At September 30, 2025, C&N’s estimated uninsured deposits totaled $696.5 million, or 31.9% of the Bank’s total deposits, as compared to $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 $178.5 million, or 8.2% of the Bank’s total deposits, at September 30, 2025 as compared to $133.6 million, or 6.3% of the Bank’s total deposits at June 30, 2025.
C&N maintained highly liquid sources of available funds totaling $1.147 billion at September 30, 2025, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh of $802.2 million, unused availability on the Federal Reserve Bank of Philadelphia’s discount window of $25.2 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 $244.3 million. At September 30, 2025, available funding from these sources totaled 164.6% of uninsured deposits, and 221.4% of uninsured and uncollateralized deposits.
The outstanding balance of borrowed funds, including Federal Home Loan Bank advances, repurchase agreements, senior notes and subordinated debt, totaled $174,254,000 at September 30, 2025, down $51,473,000 from $225,727,000 at September 30, 2024.

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Total stockholders’ equity was $293,959,000 at September 30, 2025, up from $286,357,000 at June 30, 2025 and $277,305,000 at September 30, 2024. Within stockholders’ equity, the portion of accumulated other comprehensive loss related to available-for-sale debt securities was $26,352,000 at September 30, 2025, $31,017,000 at June 30, 2025 and $30,396,000 at September 30, 2024. The volatility in stockholders’ equity related to accumulated other comprehensive loss from available-for-sale debt securities has been caused by fluctuations in interest rates including overall increases in rates as compared to market rates when most of C&N’s securities were purchased. Accumulated other comprehensive loss is excluded from C&N’s regulatory capital ratios.
On September 25, 2023, the Corporation 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 nine-month period ended September 30, 2025. At September 30, 2025, there were 723,966 shares available to be repurchased under the program.
Citizens & Northern Bank is subject to various regulatory capital requirements. At September 30, 2025, Citizens & Northern Bank maintained regulatory capital ratios that exceeded all capital adequacy requirements and was classified as well-capitalized.
Trust assets under management by C&N’s Wealth Management Group amounted to $1,436,257,000 at September 30, 2025, up from $1,380,547,000 at June 30, 2025, and up 5.7% from $1,359,023,000 at September 30, 2024. Fluctuations in values of assets under management reflect the impact of market volatility.
Under U.S. GAAP, interest income on tax-exempt securities and loans are reported at their nominal amounts, with the tax benefit accounted for as a reduction in the income tax provision. C&N presents certain analyses and ratios with net interest income determined on a fully taxable-equivalent basis, which are non-GAAP financial measures as presented. C&N believes presentation of net interest income on a fully taxable-equivalent basis provides investors with meaningful information for purposes of comparing the returns on tax-exempt securities and loans with returns on taxable securities and loans. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $218,000, $220,000 and $205,000 for the third quarter 2025, second quarter 2025 and third quarter 2024, respectively. The excess of net interest income on a fully taxable-equivalent basis over the amounts reported under U.S. GAAP was $649,000 for the nine months ended September 30, 2025 and $602,000 for the nine months ended September 30, 2024.

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 different 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 may divert the attention

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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 existing businesses, may take longer than anticipated and may be more costly than anticipated; the anticipated cost savings, operational efficiencies and other 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.

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Supplemental, Unaudited Financial Information

CONDENSED, CONSOLIDATED EARNINGS INFORMATION

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

    

    

    

    

    

    

 

3RD

3RD

 

QUARTER

QUARTER

 

2025

2024

$ Incr. (Decr.)

% Incr. (Decr.)

 

Interest and Dividend Income

$

33,650

$

33,087

$

563

 

1.70

%

Interest Expense

 

11,387

 

12,931

 

(1,544)

 

(11.94)

%

Net Interest Income

 

22,263

 

20,156

 

2,107

 

10.45

%

Provision for Credit Losses

 

2,163

 

1,207

 

956

 

79.20

%

Net Interest Income After Provision for Credit Losses

 

20,100

 

18,949

 

1,151

 

6.07

%

Noninterest Income

 

7,304

 

7,133

 

171

 

2.40

%

Merger-related Expenses

 

882

 

0

 

882

 

0.00

%

Other Noninterest Expenses

 

18,507

 

18,269

 

238

 

1.30

%

Income Before Income Tax Provision

 

8,015

 

7,813

 

202

 

2.59

%

Income Tax Provision

 

1,464

 

1,448

 

16

 

1.10

%

Net Income

$

6,551

$

6,365

$

186

 

2.92

%

Net Income Attributable to Common Shares (1)

$

6,498

$

6,311

$

187

 

2.96

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic and Diluted

$

0.42

$

0.41

$

0.01

 

2.44

%

Dividends Per Share

$

0.28

$

0.28

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic and Diluted

 

15,398,262

 

15,267,120

 

  

 

  

NINE MONTHS ENDED

 

SEPTEMBER 30,

 

    

2025

2024

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

Interest and Dividend Income

$

97,813

$

94,749

$

3,064

 

3.23

%

Interest Expense

 

34,433

 

36,107

 

(1,674)

 

(4.64)

%

Net Interest Income

 

63,380

 

58,642

 

4,738

 

8.08

%

Provision for Credit Losses

 

4,753

 

2,726

 

2,027

 

74.36

%

Net Interest Income After Provision for Credit Losses

 

58,627

 

55,916

 

2,711

 

4.85

%

Noninterest Income

 

22,454

 

21,662

 

792

 

3.66

%

Merger-related Expenses

1,049

0

 

1,049

 

0.00

%

Other Noninterest Expenses

 

56,781

 

55,828

 

953

 

1.71

%

Income Before Income Tax Provision

 

23,251

 

21,750

 

1,501

 

6.90

%

Income Tax Provision

 

4,290

 

3,966

 

324

 

8.17

%

Net Income

$

18,961

$

17,784

$

1,177

 

6.62

%

Net Income Attributable to Common Shares (1)

$

18,808

$

17,644

$

1,164

 

6.60

%

PER COMMON SHARE DATA:

 

  

 

  

 

  

 

  

Net Income - Basic and Diluted

$

1.22

$

1.16

$

0.06

 

5.17

%

Dividends Per Share

$

0.84

$

0.84

$

0.00

 

0.00

%

Number of Shares Used in Computation - Basic and Diluted

 

15,371,733

 

15,254,124

 

  

 

  

(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.

8


CONDENSED, CONSOLIDATED BALANCE SHEET DATA

(Dollars In Thousands)

(Unaudited)

September 30,

September 30,

 

    

2025

    

2024

    

$ Incr. (Decr.)

    

% Incr. (Decr.)

 

ASSETS

Cash & Due from Banks

$

123,090

$

184,213

$

(61,123)

 

(33.18)

%

Available-for-sale Debt Securities

 

415,313

 

408,422

 

6,891

 

1.69

%

Loans, Net

 

1,921,633

 

1,872,322

 

49,311

 

2.63

%

Bank-Owned Life Insurance

52,614

50,757

1,857

3.66

%

Bank Premises and Equipment, Net

21,055

21,537

(482)

(2.24)

%

Deferred Tax Asset, Net

16,759

17,047

(288)

(1.69)

%

Intangible Assets

 

54,267

 

54,682

 

(415)

 

(0.76)

%

Other Assets

 

59,302

 

61,842

 

(2,540)

 

(4.11)

%

TOTAL ASSETS

$

2,664,033

$

2,670,822

$

(6,789)

 

(0.25)

%

LIABILITIES

 

  

 

  

 

  

 

  

Deposits

$

2,165,735

$

2,135,879

$

29,856

 

1.40

%

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

134,383

 

186,043

 

(51,660)

 

(27.77)

%

Senior Notes, Net

14,952

14,882

70

 

0.47

%

Subordinated Debt, Net

 

24,919

 

24,802

 

117

 

0.47

%

Other Liabilities

 

30,085

 

31,911

 

(1,826)

 

(5.72)

%

TOTAL LIABILITIES

 

2,370,074

 

2,393,517

 

(23,443)

 

(0.98)

%

STOCKHOLDERS' EQUITY

 

  

 

  

 

  

 

  

Common Stockholders' Equity, Excluding Accumulated

 

  

 

  

 

  

 

  

Other Comprehensive Loss

 

319,985

 

307,369

 

12,616

 

4.10

%

Accumulated Other Comprehensive Loss:

 

 

 

  

 

  

Net Unrealized Losses on Available-for-sale Debt Securities

 

(26,352)

 

(30,396)

 

4,044

 

(13.30)

%

Defined Benefit Plans

 

326

 

332

 

(6)

 

(1.81)

%

TOTAL STOCKHOLDERS' EQUITY

 

293,959

 

277,305

 

16,654

 

6.01

%

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,664,033

$

2,670,822

$

(6,789)

 

(0.25)

%

9


CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

    

FOR THE

    

 

THREE MONTHS ENDED

%

 

September 30, 

INCREASE

 

    

2025

    

2024

    

(DECREASE)

 

EARNINGS PERFORMANCE- U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP")

 

  

 

  

 

  

Net Income

$

6,551

$

6,365

 

2.92

%

Return on Average Assets (Annualized)

 

1.00

%  

 

0.97

%  

3.09

%

Return on Average Equity (Annualized)

 

9.10

%  

 

9.49

%  

(4.11)

%

EARNINGS PERFORMANCE- ADJUSTED FOR MERGER-RELATED EXPENSES- NON-GAAP (a)

Adjusted Net Income

$

7,248

$

6,365

 

13.87

%

Adjusted Return on Average Assets (Annualized)

 

1.10

%  

 

0.97

%  

13.40

%

Adjusted Return on Average Equity (Annualized)

 

10.07

%  

 

9.49

%  

6.11

%

PRE-TAX, PRE-PROVISION NET REVENUE ("PPNR") - NON-GAAP (b)

PPNR

$

11,278

$

9,225

22.25

%

PPNR (Annualized) as a % of Average Assets

1.72

%  

1.41

%  

21.99

%

PPNR (Annualized) as a % of Average Equity

15.67

%  

13.75

%  

13.96

%

    

AS OF OR FOR THE

    

 

NINE MONTHS ENDED

%

 

September 30, 

INCREASE

 

    

2025

    

2024

    

(DECREASE)

 

EARNINGS PERFORMANCE -GAAP

 

  

 

  

 

  

Net Income

$

18,961

$

17,784

 

6.62

%

Return on Average Assets (Annualized)

 

0.97

%  

 

0.93

%  

4.30

%

Return on Average Equity (Annualized)

 

8.94

%  

 

9.03

%  

(1.00)

%

EARNINGS PERFORMANCE- ADJUSTED FOR MERGER-RELATED EXPENSES- NON-GAAP (a)

Adjusted Net Income

$

19,811

$

17,784

 

11.40

%

Adjusted Return on Average Assets (Annualized)

 

1.02

%  

 

0.93

%  

9.68

%

Adjusted Return on Average Equity (Annualized)

 

9.34

%  

 

9.03

%  

3.43

%

PPNR - NON-GAAP (b)

PPNR

$

29,702

$

25,078

18.44

%

PPNR (Annualized) as a % of Average Assets

1.52

%  

1.31

%  

16.03

%

PPNR (Annualized) as a % of Average Equity

14.00

%  

12.73

%  

9.98

%

BALANCE SHEET HIGHLIGHTS

 

 

  

 

  

Total Assets

$

2,664,033

$

2,670,822

 

(0.25)

%

Available-for-Sale Debt Securities

 

415,313

 

408,422

 

1.69

%

Loans, Net

 

1,921,633

 

1,872,322

 

2.63

%

Allowance for Credit Losses:

 

Allowance for Credit Losses on Loans

23,474

20,442

 

14.83

%

Allowance for Credit Losses on Off-Balance Sheet Exposures

1,036

 

592

 

75.00

%

Deposits

 

2,165,735

 

2,135,879

 

1.40

%

OFF-BALANCE SHEET

 

 

 

  

Outstanding Balance of Mortgage Loans Sold with Servicing Retained

$

335,330

$

325,004

 

3.18

%

Trust Assets Under Management

 

1,436,257

 

1,359,023

 

5.68

%

10


CONDENSED, CONSOLIDATED FINANCIAL HIGHLIGHTS (Continued)

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

AS OF OR FOR THE

 

NINE MONTHS ENDED

%

 

September 30, 

INCREASE

 

2025

2024

(DECREASE)

STOCKHOLDERS' VALUE (PER COMMON SHARE)

Net Income - Basic and Diluted

$

1.22

$

1.16

 

5.17

%

Net Income - Basic and Diluted-Adjusted for Merger Related Expenses- NON-GAAP (a)

$

1.28

$

1.16

 

10.34

%

Dividends

$

0.84

$

0.84

 

0.00

%

Common Book Value

$

18.93

$

17.99

 

5.23

%

Tangible Common Book Value - NON-GAAP (c)

$

15.43

$

14.44

 

6.86

%

Market Value (Last Trade)

$

19.81

$

19.69

0.61

%

Market Value / Common Book Value

 

104.65

%  

 

109.45

%  

(4.39)

%

Market Value / Tangible Common Book Value - NON-GAAP (c)

 

128.39

%  

 

136.36

%  

(5.84)

%

Price Earnings Multiple

    

 

12.15

 

12.70

 

(4.33)

%

Dividend Yield (Annualized)

 

5.65

%  

 

5.69

%  

(0.70)

%

Common Shares Outstanding, End of Period

15,531,700

 

15,414,132

 

0.76

%

SAFETY AND SOUNDNESS

Tangible Common Equity / Tangible Assets (c)

 

9.18

%  

8.51

%  

7.87

%

Nonperforming Assets / Total Assets

 

1.02

%  

0.92

%  

10.87

%

Allowance for Credit Losses / Total Loans

 

1.21

%  

1.08

%  

12.04

%

Total Risk Based Capital Ratio (d)

 

15.99

%  

15.72

%  

1.72

%

Tier 1 Risk Based Capital Ratio (d)

 

13.48

%  

13.31

%  

1.28

%

Common Equity Tier 1 Risk Based Capital Ratio (d)

 

13.48

%  

13.31

%  

1.28

%

Leverage Ratio (d)

 

10.22

%  

9.71

%  

5.25

%

AVERAGE BALANCES

Average Assets

$

2,597,668

$

2,561,690

 

1.40

%

Average Equity

$

282,928

$

262,672

 

7.71

%

EFFICIENCY RATIO - NON-GAAP (e)

Net Interest Income on a Fully Taxable-Equivalent Basis (e)

$

64,029

$

59,244

 

8.08

%

Noninterest Income

22,454

21,662

3.66

%

Total (1)

$

86,483

$

80,906

 

6.89

%

Noninterest Expense, Excluding Merger-Related Expenses (2)

$

56,781

$

55,828

 

1.71

%

Efficiency Ratio = (2)/(1)

 

65.66

%  

 

69.00

%  

(4.84)

%

(a)The impact of the merger-related expense, net of tax has been added to the adjusted earnings and used in the calculation of the adjusted average return on assets, adjusted average return on equity and net income per basic and diluted share. Management believes disclosure of unaudited earnings results, adjusted to exclude the impact of the merger-related expense, net of tax, provides useful information for comparative purposes. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. A reconciliation of this non-GAAP measure to the comparable GAAP measure is provided below under the table “Adjusted Ratios for Merger-Related Expenses - NON- GAAP RECONCILIATION.”
(b)PPNR includes net interest income plus noninterest income minus total noninterest expense but excludes provision (credit) for credit losses, realized gains or losses on securities, the income tax provision and merger-related expenses and other nonrecurring items included in earnings. Management believes disclosure of PPNR provides useful information for evaluating C&N’s financial performance without the impact of realized gains or losses on securities or unusual items or events that may obscure trends in C&N’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results. A reconciliation of this non-GAAP measure to the comparable GAAP measure is provided below under the table “PPNR- NON- GAAP RECONCILIATION.”

11


(c)Tangible common book value per share, tangible common equity as a percentage of tangible assets and market value as a percentage of tangible common book value are non-GAAP ratios. Management believes this non-GAAP information is helpful in evaluating the strength of the C&N's capital and in providing an alternative, conservative valuation of C&N's net worth. The ratios shown above are based on the following calculations of tangible assets and tangible common equity:

September 30, 

2025

2024

Total Assets

    

$

2,664,033

    

$

2,670,822

Less: Intangible Assets, Primarily Goodwill

 

(54,267)

 

(54,682)

Tangible Assets

$

2,609,766

$

2,616,140

Total Stockholders' Equity

$

293,959

$

277,305

Less: Intangible Assets, Primarily Goodwill

 

(54,267)

 

(54,682)

Tangible Common Equity (3)

$

239,692

$

222,623

Common Shares Outstanding, End of Period (4)

 

15,531,700

 

15,414,132

Tangible Common Book Value per Share = (3)/(4)

$

15.43

$

14.44

(d)Capital ratios for the most recent period are estimated.

(e)The efficiency ratio is a non-GAAP ratio that is calculated as shown above.  For purposes of calculating the efficiency ratio, net interest income on a fully taxable-equivalent basis includes amounts of interest income on tax-exempt securities and loans that have been increased to a fully taxable-equivalent basis, using C&N's marginal federal income tax rate of 21%. A reconciliation of net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis is provided below under the table “COMPARISON OF INTEREST INCOME AND EXPENSE.” In the calculation above, Management excluded merger-related expenses due to the nonrecurring  nature of these expenses.

12


QUARTERLY CONDENSED, CONSOLIDATED

INCOME STATEMENT INFORMATION

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

    

For the Three Months Ended:

September 30, 

June 30, 

    

March 31, 

    

December 31, 

    

September 30, 

2025

2025

2025

2024

2024

Interest and dividend income

$

33,650

$

32,454

$

31,709

$

33,329

$

33,087

Interest expense

 

11,387

 

11,312

 

11,734

 

12,856

 

12,931

Net interest income

 

22,263

 

21,142

 

19,975

 

20,473

 

20,156

Provision (credit) for credit losses

 

2,163

 

2,354

 

236

 

(531)

 

1,207

Net interest income after provision (credit) for credit losses

 

20,100

 

18,788

 

19,739

 

21,004

 

18,949

Noninterest income

 

7,304

 

8,142

 

7,008

 

7,547

 

7,133

Merger-related expenses

 

882

 

167

 

0

 

0

 

0

Other noninterest expenses

 

18,507

 

19,231

 

19,043

 

18,430

 

18,269

Income before income tax provision

 

8,015

 

7,532

 

7,704

 

10,121

 

7,813

Income tax provision

 

1,464

 

1,415

 

1,411

 

1,947

 

1,448

Net income

$

6,551

$

6,117

$

6,293

$

8,174

$

6,365

Net income attributable to common shares

$

6,498

$

6,068

$

6,242

$

8,103

$

6,311

Basic and diluted earnings per common share

$

0.42

$

0.40

$

0.41

$

0.53

$

0.41

13


QUARTERLY CONDENSED, CONSOLIDATED

BALANCE SHEET INFORMATION

(In Thousands) (Unaudited)

    

As of:

    

    

    

    

September 30,

    

June 30,

    

March 31,

    

Dec. 31,

    

Sept. 30,

2025

2025

2025

2024

2024

ASSETS

 

  

 

  

 

  

 

  

 

  

Cash & Due from Banks

$

123,090

$

99,619

$

114,738

$

126,174

$

184,213

Available-for-Sale Debt Securities

 

415,313

 

406,052

 

408,463

 

402,380

 

408,422

Loans, Net

 

1,921,633

 

1,897,559

 

1,878,260

 

1,875,813

 

1,872,322

Bank-Owned Life Insurance

52,614

52,138

51,671

51,214

50,757

Bank Premises and Equipment, Net

21,055

21,195

21,304

21,338

21,537

Deferred Tax Asset, Net

16,759

17,346

17,194

19,098

17,047

Intangible Assets

 

54,267

 

54,373

 

54,479

 

54,585

 

54,682

Other Assets

 

59,302

 

62,593

 

63,119

 

60,051

 

61,842

TOTAL ASSETS

$

2,664,033

$

2,610,875

$

2,609,228

$

2,610,653

$

2,670,822

LIABILITIES

 

  

 

  

 

  

 

  

 

  

Deposits (1)

$

2,165,735

$

2,109,776

$

2,102,141

$

2,093,909

$

2,135,879

Borrowed Funds - Federal Home Loan Bank and Repurchase Agreements

 

134,383

 

144,427

 

154,994

 

167,939

 

186,043

Senior Notes, Net

14,952

14,934

14,917

14,899

14,882

Subordinated Debt, Net

 

24,919

 

24,889

 

24,860

 

24,831

 

24,802

Other Liabilities

 

30,085

 

30,492

 

30,485

 

33,791

 

31,911

TOTAL LIABILITIES

 

2,370,074

 

2,324,518

 

2,327,397

 

2,335,369

 

2,393,517

STOCKHOLDERS' EQUITY

 

  

 

  

 

  

 

  

 

  

Common Stockholders' Equity, Excluding Accumulated Other Comprehensive Loss

 

319,985

 

317,031

 

314,521

 

312,045

 

307,369

Accumulated Other Comprehensive Loss:

 

 

 

 

 

Net Unrealized Losses on Available-for-sale Debt Securities

 

(26,352)

 

(31,017)

 

(33,050)

 

(37,084)

 

(30,396)

Defined Benefit Plans

 

326

 

343

 

360

 

323

 

332

TOTAL STOCKHOLDERS' EQUITY

 

293,959

 

286,357

 

281,831

 

275,284

 

277,305

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

2,664,033

$

2,610,875

$

2,609,228

$

2,610,653

$

2,670,822

(1) Brokered Deposits (Included in Total Deposits)

$

5,004

$

5,005

$

22,022

$

24,021

$

45,051

14


AVAILABLE-FOR-SALE DEBT SECURITIES

(In Thousands)

    

September 30, 2025

June 30, 2025

December 31, 2024

September 30, 2024

Amortized

Fair

Amortized

Fair

Amortized

Fair

Amortized

Fair

    

Cost

    

Value

   

Cost

    

Value

   

Cost

    

Value

   

Cost

    

Value

Obligations of the U.S. Treasury

$

8,052

$

7,429

$

8,057

$

7,374

$

8,067

$

7,118

$

8,072

$

7,321

Obligations of U.S. Government agencies

9,436

8,670

9,790

8,996

10,154

9,025

10,271

9,376

Bank holding company debt securities

28,963

26,291

28,961

25,767

28,958

25,246

28,956

23,949

Obligations of states and political subdivisions:

 

 

 

 

Tax-exempt

 

105,922

97,528

 

109,330

97,960

 

111,995

101,302

 

113,093

104,936

Taxable

 

50,373

43,862

 

50,499

43,218

 

51,147

42,506

 

55,182

48,434

Mortgage-backed securities issued or guaranteed by U.S. Government agencies or sponsored agencies:

 

 

 

 

Residential pass-through securities

 

107,771

101,935

 

100,257

93,530

 

104,378

94,414

 

101,545

94,053

Residential collateralized mortgage obligations

 

54,678

52,420

 

53,465

51,129

 

53,389

49,894

 

48,251

45,601

Commercial mortgage-backed securities

 

72,433

65,697

 

74,380

67,008

 

73,470

64,501

 

73,695

66,390

Private label commercial mortgage-backed securities

3,471

3,471

5,578

5,580

8,365

8,374

8,327

8,362

Asset-backed securities,

Collateralized loan obligations

8,000

8,010

5,500

5,490

0

0

0

0

Total Available-for-Sale Debt Securities

$

449,099

$

415,313

$

445,817

$

406,052

$

449,923

$

402,380

$

447,392

$

408,422

SUMMARY OF LOANS BY TYPE

(Excludes Loans Held for Sale)

(In Thousands)

    

September 30, 

    

June 30, 

    

December 31, 

    

September 30, 

2025

2025

2024

2024

Commercial real estate - non-owner occupied:

 

  

 

  

 

  

 

  

Non-owner occupied

$

497,295

$

488,150

$

471,171

$

470,383

Multi-family (5 or more) residential

108,376

107,603

105,174

87,487

1-4 Family - commercial purpose

159,695

162,208

163,220

163,233

Total commercial real estate - non-owner occupied

765,366

757,961

739,565

721,103

Commercial real estate - owner occupied

260,365

261,157

261,071

266,477

All other commercial loans:

Commercial and industrial

112,667

97,632

96,665

93,205

Commercial lines of credit

133,726

124,515

120,078

128,461

Political subdivisions

82,728

83,811

94,009

85,479

Commercial construction and land

100,015

99,514

92,741

105,255

Other commercial loans

20,039

25,027

19,784

19,585

Total all other commercial loans

449,175

430,499

423,277

431,985

Residential mortgage loans:

1-4 Family - residential

369,452

375,352

383,797

383,482

1-4 Family residential construction

27,358

23,144

24,212

23,947

Total residential mortgage

396,810

398,496

408,009

407,429

Consumer loans:

Consumer lines of credit (including HELCs)

58,888

56,130

47,196

43,624

All other consumer

14,503

15,015

16,730

22,146

Total consumer

73,391

71,145

63,926

65,770

Total

1,945,107

1,919,258

1,895,848

1,892,764

Less: allowance for credit losses on loans

(23,474)

(21,699)

(20,035)

(20,442)

Loans, net

$

1,921,633

$

1,897,559

$

1,875,813

$

1,872,322

15


NON-OWNER OCCUPIED COMMERCIAL REAL ESTATE

(In Thousands)

Loan Type

September 30, 

% of Non-owner

% of

2025

Occupied CRE

Total Loans

Office

$

117,046

23.5

%

6.0

%

Industrial

89,953

18.1

%

4.6

%

Retail

88,328

17.8

%

4.5

%

Hotels

72,776

14.6

%

3.7

%

Mixed Use

62,872

12.6

%

3.2

%

Other

66,320

13.3

%

3.4

%

Total Non-owner Occupied CRE Loans

$

497,295

Total Gross Loans

$

1,945,107

PAST DUE LOANS AND NONPERFORMING ASSETS

(Dollars In Thousands)

    

September 30, 

    

June 30, 

    

December 31, 

    

September 30, 

 

2025

2025

2024

2024

 

Collateral dependent loans with a valuation allowance

$

263

$

239

$

258

$

1,622

Collateral dependent loans without a valuation allowance

21,174

20,957

29,867

18,069

Total collateral dependent loans

$

21,437

$

21,196

$

30,125

$

19,691

Total loans past due 30-89 days and still accruing

$

2,509

$

1,721

$

5,658

$

15,906

Nonperforming assets:

 

  

 

  

 

  

 

  

Total nonaccrual loans

$

25,762

$

25,190

$

23,842

$

24,401

Total loans past due 90 days or more and still accruing

 

1,025

 

86

 

119

 

56

Total nonperforming loans

 

26,787

 

25,276

 

23,961

 

24,457

Foreclosed assets held for sale (real estate)

 

402

 

402

 

181

 

181

Total nonperforming assets

$

27,189

$

25,678

$

24,142

$

24,638

Total nonperforming loans as a % of total loans

 

1.38

%  

 

1.32

%  

 

1.26

%  

 

1.29

%

Total nonperforming assets as a % of assets

 

1.02

%  

 

0.98

%  

 

0.92

%  

 

0.92

%

Allowance for credit losses as a % of total loans

 

1.21

%  

 

1.13

%  

 

1.06

%  

 

1.08

%

ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES ON LOANS

(In Thousands)

    

3 Months

    

3 Months

    

3 Months

    

9 Months

 

9 Months

 

Ended

Ended

Ended

Ended

 

Ended

 

September 30, 

June 30, 

September 30, 

September 30, 

 

September 30, 

 

2025

2025

2024

2025

 

2024

 

Balance, beginning of period

$

21,699

$

20,172

$

20,382

$

20,035

$

19,208

Charge-offs

 

(122)

 

(582)

 

(1,268)

 

(821)

 

(1,684)

Recoveries

 

28

 

34

 

31

 

88

 

95

Net charge-offs

 

(94)

 

(548)

 

(1,237)

 

(733)

 

(1,589)

Provision for credit losses on loans

 

1,869

 

2,075

 

1,297

 

4,172

 

2,823

Balance, end of period

$

23,474

$

21,699

$

20,442

$

23,474

$

20,442

Net charge-offs as a % of average gross loans (annualized)

0.02

%

0.12

%

0.26

%

0.05

%

0.11

%

16


ANALYSIS OF THE PROVISION (CREDIT) FOR CREDIT LOSSES

(In Thousands)

3 Months

3 Months

3 Months

9 Months

9 Months

Ended

Ended

Ended

Ended

Ended

September 30, 

June 30, 

September 30, 

September 30, 

September 30, 

2025

2025

2024

2025

2024

Provision (credit) for credit losses:

Loans receivable

$

1,869

$

2,075

$

1,297

$

4,172

$

2,823

Off-balance sheet exposures

 

294

 

279

 

(90)

 

581

 

(97)

Total provision for credit losses

$

2,163

$

2,354

$

1,207

$

4,753

$

2,726

PPNR NON- GAAP RECONCILIATION

(In Thousands)

Three Months Ended

Nine Months Ended

September 30, 

June 30, 

September 30, 

September 30, 

September 30, 

Calculation of PPNR:

2025

2025

2024

2025

2024

Net Income (GAAP)

$

6,551

$

6,117

$

6,365

$

18,961

$

17,784

Add: Provision for income taxes

1,464

1,415

1,448

4,290

3,966

Add: Provision for credit losses

2,163

2,354

1,207

4,753

2,726

Add: Merger-related expenses

882

167

0

1,049

0

Add: Adjustments to reflect net interest income on a fully taxable-equivalent basis

218

220

205

649

602

PPNR (non-GAAP)

$

11,278

$

10,273

$

9,225

$

29,702

$

25,078

ADJUSTED RATIOS FOR MERGER-RELATED EXPENSES - NON-GAAP RECONCILIATION

(In Thousands)

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

September 30, 

September 30, 

Calculation of Adjusted Net Income:

2025

2024

2025

2024

Net Income (GAAP) (A)

$

6,551

$

6,365

$

18,961

$

17,784

Add: Merger-related expenses (B)

882

0

1,049

0

Less: Tax effect of merger-related expenses (C)

(185)

0

(199)

0

Adjusted Net Income (D=A+B-C) - Non-GAAP

$

7,248

$

6,365

$

19,811

$

17,784

Adjusted Net Income Attributable to Common Shares - Non-GAAP

$

7,189

$

6,311

$

19,651

$

17,644

Number of Shares Used in Computation - Basic and Diluted- Non-GAAP

15,398,262

15,267,120

15,371,733

15,254,124

Net Income- Basic and Diluted per Common Share - GAAP

$

0.42

$

0.41

$

1.22

$

1.16

Adjusted Net Income- Basic and Diluted Per Common Share - Non-GAAP

$

0.47

$

0.41

$

1.28

$

1.16

Adjusted Ratios for Merger-Related Expenses:

Average Assets (E)

2,625,147

2,618,042

2,597,668

2,561,590

Return on Average Assets (=A/E) - GAAP (1)

1.00

%

0.97

%

0.97

%

0.93

Adjusted Return on Average Assets (= D/ E ) - Non-GAAP (1)

1.10

%

0.97

%

1.02

%

0.93

Average Equity (F)

287,860

268,387

282,928

262,672

Return on Average Equity (=A/F) - GAAP (1)

9.10

%

9.49

%

8.94

%

9.03

Adjusted Return on Average Equity (= D/ F ) - Non-GAAP (1)

10.07

%

9.49

%

9.34

%

9.03

(1)Annualized

17


COMPARISON OF INTEREST INCOME AND EXPENSE

(In Thousands)

    

Three Months Ended

Nine Months Ended

September 30, 

June 30, 

September 30, 

September 30, 

September 30, 

    

2025

    

2025

    

2024

2025

    

2024

INTEREST INCOME

Interest-bearing due from banks

$

982

$

855

$

1,622

$

2,558

$

2,521

Available-for-sale debt securities:

 

 

 

 

 

Taxable

 

2,390

 

2,329

 

2,136

 

7,021

 

6,409

Tax-exempt

 

649

 

658

 

638

 

1,955

 

1,887

Total available-for-sale debt securities

 

3,039

 

2,987

 

2,774

 

8,976

 

8,296

Loans receivable:

 

 

Taxable

 

29,085

 

28,051

 

28,099

 

84,639

 

82,292

Tax-exempt

727

743

749

2,198

2,149

Total loans receivable

29,812

28,794

28,848

86,837

84,441

Other earning assets

35

38

48

91

93

Total Interest Income

33,868

32,674

33,292

98,462

95,351

INTEREST EXPENSE

Interest-bearing deposits:

Interest checking

2,770

2,708

3,240

8,205

8,882

Money market

2,034

1,948

2,159

5,963

6,256

Savings

50

49

50

148

157

Time deposits

4,602

4,579

4,963

14,016

13,322

Total interest-bearing deposits

9,456

9,284

10,412

28,332

28,617

Borrowed funds:

Short-term

0

1

184

1

1,141

Long-term - FHLB advances

1,577

1,674

1,983

5,040

5,294

Senior notes, net

121

120

120

362

360

Subordinated debt, net

233

233

232

698

695

Total borrowed funds

1,931

2,028

2,519

6,101

7,490

Total Interest Expense

11,387

11,312

12,931

34,433

36,107

Net Interest Income

$

22,481

$

21,362

$

20,361

$

64,029

$

59,244

Note: Interest income from tax-exempt securities and loans has been adjusted to a fully taxable-equivalent basis, using C&N’s marginal federal income tax rate of 21%. The following table is a reconciliation of net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis.

(In Thousands)

Three Months Ended

Nine Months Ended

September 30, 

June 30, 

September 30, 

September 30, 

September 30, 

2025

    

2025

    

2024

2025

    

2024

Net Interest Income Under U.S. GAAP

$

22,263

$

21,142

$

20,156

$

63,380

$

58,642

Add: fully taxable-equivalent interest income adjustment from tax-exempt securities

81

79

66

235

202

Add: fully taxable-equivalent interest income adjustment from tax-exempt loans

137

141

139

414

400

Net Interest Income as adjusted to a fully taxable-equivalent basis

$

22,481

$

21,362

$

20,361

$

64,029

$

59,244

18


ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars in Thousands)

    

3 Months

    

    

3 Months

    

3 Months

    

 

Ended

Rate of

Ended

Rate of

Ended

Rate of

 

9/30/2025

Return/

6/30/2025

Return/

9/30/2024

Return/

 

Average

Cost of

Average

Cost of

Average

Cost of

 

Balance

Funds %

Balance

Funds %

Balance

Funds %

EARNING ASSETS

 

  

 

  

 

  

 

  

 

  

 

  

Interest-bearing due from banks

$

88,657

4.39

%  

$

79,868

4.29

%  

$

119,885

 

5.38

%

Available-for-sale debt securities, at amortized cost:

 

 

 

 

Taxable

 

337,101

2.81

%  

 

338,539

2.76

%  

 

336,246

 

2.53

%

Tax-exempt

 

107,978

2.38

%  

 

109,840

2.40

%  

 

113,514

 

2.24

%

Total available-for-sale debt securities

 

445,079

2.71

%  

 

448,379

2.67

%  

 

449,760

 

2.45

%

Loans receivable:

 

  

 

  

 

  

 

Taxable

 

1,841,875

6.26

%  

 

1,814,171

6.20

%  

 

1,797,224

6.22

%

Tax-exempt

 

84,356

3.42

%  

 

87,249

3.42

%  

 

91,246

3.27

%

Total loans receivable

 

1,926,231

6.14

%  

 

1,901,420

6.07

%  

 

1,888,470

 

6.08

%

Other earning assets

 

2,809

4.94

%  

 

2,833

5.38

%  

 

3,076

 

6.21

%

Total Earning Assets

 

2,462,776

5.46

%  

 

2,432,500

5.39

%  

 

2,461,191

 

5.38

%

Cash

 

22,592

 

22,139

 

24,987

 

  

Unrealized loss on securities

 

(39,294)

 

(42,561)

 

(47,806)

 

  

Allowance for credit losses

 

(22,040)

 

(20,568)

 

(20,643)

 

  

Bank-owned life insurance

52,321

51,844

50,470

Bank premises and equipment

 

21,263

 

21,339

 

21,793

 

  

Intangible assets

 

54,320

 

54,425

 

54,730

 

  

Other assets

 

73,209

 

73,041

 

73,320

 

  

Total Assets

$

2,625,147

$

2,592,159

$

2,618,042

 

  

INTEREST-BEARING LIABILITIES

 

 

 

  

 

  

Interest-bearing deposits:

 

 

 

  

 

  

Interest checking

$

545,004

2.02

%  

$

542,532

2.00

%  

$

543,288

2.37

%

Money market

 

376,761

2.14

%  

 

364,238

2.15

%  

 

356,487

2.41

%

Savings

 

194,592

0.10

%  

 

198,553

0.10

%  

 

198,312

0.10

%

Time deposits

 

499,049

3.66

%  

 

486,249

3.78

%  

 

485,708

4.07

%

Total interest-bearing deposits

 

1,615,406

2.32

%  

 

1,591,572

2.34

%  

 

1,583,795

 

2.62

%

Borrowed funds:

 

 

 

  

 

Short-term

 

658

0.00

%  

 

980

0.41

%  

 

15,038

4.87

%

Long-term - FHLB advances

 

138,749

4.51

%  

 

149,704

4.49

%  

 

181,075

4.36

%

Senior notes, net

 

14,944

3.21

%  

 

14,926

3.22

%  

 

14,875

3.21

%

Subordinated debt, net

 

24,905

3.71

%  

 

24,874

3.76

%  

 

24,787

3.72

%

Total borrowed funds

 

179,256

4.27

%  

 

190,484

4.27

%  

 

235,775

 

4.25

%

Total Interest-bearing Liabilities

 

1,794,662

2.52

%  

 

1,782,056

2.55

%  

 

1,819,570

 

2.83

%

Demand deposits

 

510,802

 

498,169

 

500,859

 

  

Other liabilities

 

31,823

 

29,260

 

29,226

 

  

Total Liabilities

 

2,337,287

 

2,309,485

 

2,349,655

 

  

Stockholders' equity, excluding accumulated other comprehensive loss

 

318,175

 

315,520

 

305,808

 

  

Accumulated other comprehensive loss

 

(30,315)

 

(32,846)

 

(37,421)

 

  

Total Stockholders' Equity

 

287,860

 

282,674

 

268,387

 

  

Total Liabilities and Stockholders' Equity

$

2,625,147

$

2,592,159

$

2,618,042

 

  

Interest Rate Spread

 

2.94

%  

 

2.84

%  

 

2.55

%

Net Interest Income/Earning Assets

3.62

%  

3.52

%  

3.29

%

 

  

Total Deposits (Interest-bearing and Demand)

$

2,126,208

 

  

$

2,089,741

 

  

$

2,084,654

Brokered Deposits

$

4,936

 

4.18

%  

$

8,582

 

4.47

%  

$

58,782

 

5.28

%  

(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%.

(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.

19


ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars in Thousands)

    

9 Months

    

    

9 Months

    

 

Ended

Rate of

Ended

Rate of

 

9/30/2025

Return/

9/30/2024

Return/

 

Average

Cost of

Average

Cost of

 

Balance

Funds %

  

Balance

Funds% 

 

EARNING ASSETS

  

  

  

 

Interest-bearing due from banks

$

78,883

4.34

%  

$

65,449

 

5.15

%

Available-for-sale debt securities, at amortized cost:

 

  

 

  

 

  

Taxable

 

338,390

2.77

%  

 

342,677

 

2.50

%

Tax-exempt

 

109,642

2.38

%  

 

113,267

 

2.23

%

Total available-for-sale debt securities

 

448,032

2.68

%  

 

455,944

 

2.43

%

Loans receivable:

 

  

 

  

 

  

Taxable

 

1,821,817

6.21

%  

 

1,787,982

 

6.15

%

Tax-exempt

 

87,309

3.37

%  

 

89,094

 

3.22

%

Total loans receivable

 

1,909,126

6.08

%  

 

1,877,076

 

6.01

%

Other earning assets

 

2,477

4.91

%  

 

2,215

 

5.61

%

Total Earning Assets

 

2,438,518

5.40

%  

 

2,400,684

 

5.31

%

Cash

 

21,890

 

22,619

 

  

Unrealized loss on securities

 

(42,068)

 

(51,792)

 

  

Allowance for credit losses

 

(20,989)

 

(20,141)

 

  

Bank-owned life insurance

51,853

51,647

Bank premises and equipment

 

21,310

 

21,858

 

  

Intangible assets

 

54,424

 

54,827

 

  

Other assets

 

72,730

 

81,988

 

  

Total Assets

$

2,597,668

$

2,561,690

 

  

INTEREST-BEARING LIABILITIES

 

 

  

 

  

Interest-bearing deposits:

 

 

  

 

  

Interest checking

$

542,281

 

2.02

%  

$

525,179

 

2.26

%

Money market

 

365,460

 

2.18

%  

 

353,142

 

2.37

%

Savings

 

196,367

 

0.10

%  

 

206,344

 

0.10

%

Time deposits

 

493,190

 

3.80

%  

 

457,662

 

3.89

%

Total interest-bearing deposits

 

1,597,298

 

2.37

%  

 

1,542,327

 

2.48

%

Borrowed funds:

 

  

 

  

 

  

 

  

Short-term

 

1,010

 

0.13

%  

 

29,086

 

5.24

%

Long-term - FHLB advances

 

150,195

 

4.49

%  

 

166,454

 

4.25

%

Senior notes, net

 

14,926

 

3.24

%  

 

14,857

 

3.24

%

Subordinated debt, net

 

24,875

 

3.75

%  

 

24,759

 

3.75

%

Total borrowed funds

 

191,006

 

4.27

%  

 

235,156

 

4.25

%

Total Interest-bearing Liabilities

 

1,788,304

 

2.57

%  

 

1,777,483

 

2.71

%

Demand deposits

 

495,317

 

  

 

492,008

 

  

Other liabilities

 

31,119

 

  

 

29,527

 

  

Total Liabilities

 

2,314,740

 

  

 

2,299,018

 

  

Stockholders' equity, excluding accumulated other comprehensive loss

 

315,395

 

  

 

303,209

 

  

Accumulated other comprehensive loss

 

(32,467)

 

  

 

(40,537)

 

  

Total Stockholders' Equity

 

282,928

 

  

 

262,672

 

  

Total Liabilities and Stockholders' Equity

$

2,597,668

 

  

$

2,561,690

 

  

Interest Rate Spread

  

 

2.83

%  

 

  

 

2.60

%

Net Interest Income/Earning Assets

  

 

3.51

%  

 

  

 

3.30

%

Total Deposits (Interest-bearing and Demand)

$

2,092,615

$

2,034,335

Brokered Deposits

$

13,287

4.63

%  

$

70,428

5.24

%

(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%.

(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.

20


COMPARISON OF NONINTEREST INCOME

(In Thousands)

    

Three Months Ended

Nine Months Ended

September 30, 

June 30, 

September 30, 

September 30, 

September 30, 

    

2025

2025

2024

2025

2024

Trust revenue

$

2,056

$

1,967

$

1,946

$

6,125

$

5,857

Brokerage and insurance revenue

 

490

 

554

 

523

 

1,542

1,589

Service charges on deposit accounts

 

1,471

 

1,422

 

1,546

 

4,333

4,336

Interchange revenue from debit card transactions

 

1,137

 

1,218

 

1,103

 

3,391

3,205

Net gains from sales of loans

 

408

 

312

 

360

 

925

786

Loan servicing fees, net

 

107

 

173

 

74

 

418

434

Increase in cash surrender value of life insurance

 

477

 

466

 

458

 

1,400

1,372

Other noninterest income

 

1,158

 

2,030

 

1,123

 

4,320

4,083

Total noninterest income

$

7,304

$

8,142

$

7,133

$

22,454

$

21,662

COMPARISON OF NONINTEREST EXPENSE

(In Thousands)

    

Three Months Ended

Nine Months Ended

    

September 30, 

June 30, 

September 30, 

September 30, 

September 30, 

2025

2025

2024

2025

2024

Salaries and employee benefits

$

11,293

$

11,067

$

10,875

$

34,119

$

33,460

Net occupancy and equipment expense

 

1,336

 

1,403

 

1,377

 

4,198

 

4,160

Data processing and telecommunications expenses

 

1,939

 

1,981

 

1,882

 

5,991

 

5,877

Automated teller machine and interchange expense

 

529

 

403

 

510

 

1,319

 

1,470

Pennsylvania shares tax

 

469

 

470

 

433

 

1,435

 

1,300

Professional fees

 

445

 

506

 

555

 

1,468

 

1,625

Other noninterest expense

 

2,496

 

3,401

 

2,637

 

8,251

 

7,936

Total noninterest expense, excluding merger-related
expenses

 

18,507

 

19,231

 

18,269

 

56,781

 

55,828

Merger-related expenses

 

882

 

167

 

0

 

1,049

 

0

Total noninterest expense

$

19,389

$

19,398

$

18,269

$

57,830

$

55,828

21


LIQUIDITY INFORMATION

(In Thousands)

Available Credit Facilities

    

Outstanding

Available

Total Credit

Sept. 30,

June 30,

Sept. 30,

Sept. 30,

June 30,

Sept. 30,

Sept. 30,

June 30,

Sept. 30,

2025

2025

2024

2025

2025

2024

2025

2025

2024

Federal Home Loan Bank of Pittsburgh

$

155,881

$

165,611

$

207,858

$

802,213

$

780,008

$

737,284

$

973,060

$

945,619

$

945,142

Federal Reserve Bank Discount Window

0

0

0

25,228

17,545

18,602

25,228

17,545

18,602

Other correspondent banks

0

0

0

75,000

75,000

75,000

75,000

75,000

75,000

Total credit facilities

$

155,881

$

165,611

$

207,858

$

902,441

$

872,553

$

830,886

$

1,073,288

$

1,038,164

$

1,038,744

Uninsured Deposits Information

September 30, 

June 30, 

September 30, 

2025

2025

2024

Total Deposits - C&N Bank

$

2,184,401

$

2,127,673

$

2,152,136

Estimated Total Uninsured Deposits

$

696,542

$

649,184

$

655,569

Portion of Uninsured Deposits that are

Collateralized

178,525

133,621

183,274

Uninsured and Uncollateralized Deposits

$

518,017

$

515,563

$

472,295

Uninsured and Uncollateralized Deposits as

a % of Total Deposits

23.7

%  

24.2

%  

21.9

%  

Available Funding from Credit Facilities

$

902,441

$

872,553

$

830,886

Fair Value of Available-for-sale Debt

Securities in Excess of Pledging Obligations

244,348

267,695

223,060

Highly Liquid Available Funding

$

1,146,789

$

1,140,248

$

1,053,946

Highly Liquid Available Funding as a % of

Uninsured Deposits

164.6

%  

175.6

%  

160.8

%  

Highly Liquid Available Funding as a % of

Uninsured and Uncollateralized Deposits

221.4

%  

221.2

%  

223.2

%  

22