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Certificate of deposit acquisition-related fair value adjustments (accretion) amortization is included in "Interest on deposits" in the "Interest expense" section of the Company’s Consolidated Statements of Income. Core deposit and other intangible premium amortization is included in "Amortization expense" in the "Noninterest expense" section of the Company’s Consolidated Statements of Income. Loan acquisition-related fair value adjustments accretion is included in "Interest and fees on loans" in the "Interest and dividend income" section of the Company’s Consolidated Statements of Income. 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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

or

☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-38874

(Exact name of registrant as specified in its charter)

Virginia | 54-1232965
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
112 West King Street, Strasburg, Virginia | 22657
(Address of principal executive offices) | (Zip Code)

(540) 465-9121

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading symbol(s) | Name of each exchange on which registered
Common stock, par value $1.25 per share | FXNC | The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer |  | ☐ |  | Accelerated filer |  | ☐
Non-accelerated filer |  | ☒ |  | Smaller reporting company |  | ☒
|  |  |  | Emerging growth company |  | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 7, 2025, 8,989,138 shares of common stock, par value $1.25 per share, of the registrant were outstanding.

Table of Contents

TABLE OF CONTENTS

|  | Page
PART I – FINANCIAL INFORMATION
Item 1. | Financial Statements |
| Consolidated Balance Sheets as of June 30, 2025 (unaudited) and December 31, 2024 | 3
| Consolidated Statements of Income for the three and six months ended June 30, 2025 and 2024 (unaudited) | 4
| Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2025 and 2024 (unaudited) | 6
| Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (unaudited) | 7
| Consolidated Statements of Changes in Shareholders’ Equity for the three and six months ended June 30, 2025 and 2024 (unaudited) | 9
| Notes to Consolidated Financial Statements (unaudited) | 11
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 37
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 48
Item 4. | Controls and Procedures | 48
PART II – OTHER INFORMATION
Item 1. | Legal Proceedings | 49
Item 1A. | Risk Factors | 49
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 50
Item 3. | Defaults Upon Senior Securities | 50
Item 4. | Mine Safety Disclosures | 50
Item 5. | Other Information | 50
Item 6. | Exhibits | 50

2

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

FIRST NATIONAL CORPORATION

Consolidated Balance Sheets

(in thousands, except share and per share data)

|  | (unaudited) |  |  |  |  |
|  | June 30, |  |  | December 31, |
|  | 2025 |  |  | 2024* |
Assets |  |  |  |  |  |  |  |
Cash and due from banks |  | $ | 34,435 |  |  | $ | 24,916 |
Interest-bearing deposits in banks |  |  | 159,880 |  |  |  | 137,958 |
Cash and cash equivalents |  | $ | 194,315 |  |  | $ | 162,874 |
Securities available for sale, at fair value |  |  | 187,579 |  |  |  | 163,847 |
Securities held to maturity, at amortized cost (net of allowance for credit losses, 2025, $97; 2024, $94) |  |  | 106,430 |  |  |  | 109,741 |
Restricted securities, at cost |  |  | 5,624 |  |  |  | 3,741 |
Loans held for sale |  |  | 415 |  |  |  | 409 |
Loans, net of allowance for credit losses, 2025, $15,186; 2024, $16,400 |  |  | 1,427,836 |  |  |  | 1,450,195 |
Other real estate owned, net of valuation allowance, 2025, $0; 2024, $0 |  |  | — |  |  |  | 53 |
Premises and equipment, net |  |  | 34,530 |  |  |  | 34,824 |
Accrued interest receivable |  |  | 6,143 |  |  |  | 6,020 |
Bank owned life insurance |  |  | 38,367 |  |  |  | 37,873 |
Goodwill |  |  | 3,030 |  |  |  | 3,030 |
Core deposit intangibles, net |  |  | 14,102 |  |  |  | 14,986 |
Other assets |  |  | 23,070 |  |  |  | 22,688 |
Total assets |  | $ | 2,041,441 |  |  | $ | 2,010,281 |
Liabilities and Shareholders’ Equity |  |  |  |  |  |  |  |
Liabilities |  |  |  |  |  |  |  |
Deposits: |  |  |  |  |  |  |  |
Noninterest-bearing demand deposits |  | $ | 541,204 |  |  | $ | 520,153 |
Savings and interest-bearing demand deposits |  |  | 900,658 |  |  |  | 923,726 |
Time deposits |  |  | 361,304 |  |  |  | 359,899 |
Total deposits |  | $ | 1,803,166 |  |  | $ | 1,803,778 |
Other borrowings |  |  | 25,000 |  |  |  | — |
Subordinated debt, net of issuance cost |  |  | 21,148 |  |  |  | 21,176 |
Junior subordinated debt |  |  | 9,279 |  |  |  | 9,279 |
Accrued interest payable and other liabilities |  |  | 9,316 |  |  |  | 9,517 |
Total liabilities |  | $ | 1,867,909 |  |  | $ | 1,843,750 |
Commitments and contingencies |  |  |  |  |  |  |  |
Shareholders’ Equity |  |  |  |  |  |  |  |
Preferred stock, par value $1.25 per share; authorized 1,000,000 shares; none issued and outstanding |  | $ | — |  |  | $ | — |
Common stock, par value $1.25 per share; authorized 16,000,000 shares; issued and outstanding, 2025, 8,989,138 shares; 2024, 8,974,102 shares |  |  | 11,236 |  |  |  | 11,218 |
Surplus |  |  | 77,578 |  |  |  | 77,058 |
Retained earnings |  |  | 100,810 |  |  |  | 96,947 |
Accumulated other comprehensive loss, net |  |  | (16,092 | ) |  |  | (18,692 | )
Total shareholders’ equity |  | $ | 173,532 |  |  | $ | 166,531 |
Total liabilities and shareholders’ equity |  | $ | 2,041,441 |  |  | $ | 2,010,281 |

*Derived from audited consolidated financial statements.

See Notes to Consolidated Financial Statements

3

Table of Contents

FIRST NATIONAL CORPORATION

Consolidated Statements of Income (Unaudited)

(in thousands, except per share data)

|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |  |  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Interest and Dividend Income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest and fees on loans |  | $ | 21,594 |  |  | $ | 14,004 |  |  | $ | 42,231 |  |  | $ | 27,488 |
Interest on deposits in banks |  |  | 1,891 |  |  |  | 1,579 |  |  |  | 3,562 |  |  |  | 2,867 |
Interest on federal funds sold |  |  | — |  |  |  | — |  |  |  | 39 |  |  |  | — |
Interest and dividends on securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Taxable interest |  |  | 1,313 |  |  |  | 1,134 |  |  |  | 2,627 |  |  |  | 2,358 |
Tax-exempt interest |  |  | 298 |  |  |  | 306 |  |  |  | 598 |  |  |  | 611 |
Dividends |  |  | 69 |  |  |  | 32 |  |  |  | 129 |  |  |  | 65 |
Total interest and dividend income |  | $ | 25,165 |  |  | $ | 17,055 |  |  | $ | 49,186 |  |  | $ | 33,389 |
Interest Expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest on deposits |  | $ | 6,080 |  |  | $ | 4,820 |  |  | $ | 12,117 |  |  | $ | 9,591 |
Interest on subordinated debt |  |  | 468 |  |  |  | 69 |  |  |  | 935 |  |  |  | 138 |
Interest on junior subordinated debt |  |  | 66 |  |  |  | 66 |  |  |  | 132 |  |  |  | 134 |
Interest on other borrowings |  |  | 3 |  |  |  | 606 |  |  |  | 3 |  |  |  | 1,182 |
Total interest expense |  | $ | 6,617 |  |  | $ | 5,561 |  |  | $ | 13,187 |  |  | $ | 11,045 |
Net interest income |  | $ | 18,548 |  |  | $ | 11,494 |  |  | $ | 35,999 |  |  | $ | 22,344 |
Provision for credit losses |  |  | 911 |  |  |  | 400 |  |  |  | 1,743 |  |  |  | 1,400 |
Net interest income after provision for credit losses |  | $ | 17,637 |  |  | $ | 11,094 |  |  | $ | 34,256 |  |  | $ | 20,944 |
Noninterest Income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Service charges on deposit accounts |  | $ | 1,020 |  |  | $ | 612 |  |  | $ | 2,033 |  |  | $ | 1,266 |
ATM and check card fees |  |  | 1,128 |  |  |  | 809 |  |  |  | 2,124 |  |  |  | 1,579 |
Wealth management fees |  |  | 867 |  |  |  | 879 |  |  |  | 1,765 |  |  |  | 1,762 |
Fees for other customer services |  |  | 230 |  |  |  | 178 |  |  |  | 488 |  |  |  | 373 |
Brokered mortgage fees |  |  | 183 |  |  |  | 32 |  |  |  | 293 |  |  |  | 70 |
Income from bank owned life insurance |  |  | 231 |  |  |  | 149 |  |  |  | 477 |  |  |  | 300 |
Net gains on redemption of subordinated debt |  |  | 80 |  |  |  | — |  |  |  | 80 |  |  |  | — |
Other operating income |  |  | 150 |  |  |  | 27 |  |  |  | 240 |  |  |  | 1,383 |
Total noninterest income |  | $ | 3,889 |  |  | $ | 2,686 |  |  | $ | 7,500 |  |  | $ | 6,733 |
Noninterest Expense |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  | $ | 8,033 |  |  | $ | 5,839 |  |  | $ | 16,722 |  |  | $ | 11,710 |
Occupancy |  |  | 944 |  |  |  | 548 |  |  |  | 2,013 |  |  |  | 1,083 |
Equipment |  |  | 1,057 |  |  |  | 691 |  |  |  | 2,082 |  |  |  | 1,282 |
Marketing |  |  | 286 |  |  |  | 273 |  |  |  | 506 |  |  |  | 468 |
Supplies |  |  | 198 |  |  |  | 115 |  |  |  | 415 |  |  |  | 231 |
Legal and professional fees |  |  | 594 |  |  |  | 1,124 |  |  |  | 1,115 |  |  |  | 1,576 |
ATM and check card expense |  |  | 537 |  |  |  | 368 |  |  |  | 976 |  |  |  | 729 |
FDIC assessment |  |  | 315 |  |  |  | 203 |  |  |  | 729 |  |  |  | 380 |
Bank franchise tax |  |  | 348 |  |  |  | 261 |  |  |  | 665 |  |  |  | 523 |
Data processing expense |  |  | 504 |  |  |  | 163 |  |  |  | 1,266 |  |  |  | 409 |
Internet banking expense |  |  | 55 |  |  |  | 41 |  |  |  | 407 |  |  |  | 96 |
Core deposit intangible amortization expense |  |  | 441 |  |  |  | 5 |  |  |  | 883 |  |  |  | 9 |
Other real estate owned, net |  |  | — |  |  |  | — |  |  |  | (7 | ) |  |  | — |
Net losses on disposal of premises and equipment |  |  | 7 |  |  |  | — |  |  |  | 7 |  |  |  | 49 |
Merger expense |  |  | 92 |  |  |  | 477 |  |  |  | 2,032 |  |  |  | 477 |
Other operating expense |  |  | 1,780 |  |  |  | 551 |  |  |  | 3,715 |  |  |  | 1,524 |
Total noninterest expense |  | $ | 15,191 |  |  | $ | 10,659 |  |  | $ | 33,526 |  |  | $ | 20,546 |

See Notes to Consolidated Financial Statements

4

Table of Contents

FIRST NATIONAL CORPORATION

Consolidated Statements of Income (Unaudited)

(Continued)

(in thousands, except per share data)

|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |  |  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Income before income taxes |  | $ | 6,335 |  |  | $ | 3,121 |  |  | $ | 8,230 |  |  | $ | 7,131 |
Income tax expense |  |  | 1,284 |  |  |  | 679 |  |  |  | 1,581 |  |  |  | 1,480 |
Net income |  | $ | 5,051 |  |  | $ | 2,442 |  |  | $ | 6,649 |  |  | $ | 5,651 |
Earnings per common share |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.56 |  |  | $ | 0.39 |  |  | $ | 0.74 |  |  | $ | 0.90 |
Diluted |  | $ | 0.56 |  |  | $ | 0.39 |  |  | $ | 0.74 |  |  | $ | 0.90 |

See Notes to Consolidated Financial Statements

5

Table of Contents

FIRST NATIONAL CORPORATION

Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)

|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |  |  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net income |  | $ | 5,051 |  |  | $ | 2,442 |  |  | $ | 6,649 |  |  | $ | 5,651 |
Other comprehensive income (loss), net of tax, |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Unrealized holding gains (losses) on available for sale securities, net of tax of $231 and $56 for the three months and $659 and ($274) for the six months ended June 30, 2025 and 2024, respectively |  |  | 868 |  |  |  | 211 |  |  |  | 2,480 |  |  |  | (1,035 | )
Amortization of unrealized holding losses on available-for-sale securities transferred to held to maturity, net of tax of $51 and $67 for the three months and $101 and $144 for the six months ended June 30, 2025 and 2024, respectively |  |  | 191 |  |  |  | 253 |  |  |  | 379 |  |  |  | 543 |
Change in fair value of cash flow hedges, net of tax ($23) and $3 for the three months and ($69) and $41 for the six months ended June 30, 2025 and 2024, respectively |  |  | (88 | ) |  |  | 11 |  |  |  | (259 | ) |  |  | 156 |
Total other comprehensive income (loss) |  |  | 971 |  |  |  | 475 |  |  |  | 2,600 |  |  |  | (336 | )
Total comprehensive income |  | $ | 6,022 |  |  | $ | 2,917 |  |  | $ | 9,249 |  |  | $ | 5,315 |

See Notes to Consolidated Financial Statements

6

Table of Contents

FIRST NATIONAL CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

|  | Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |
Cash Flows from Operating Activities |  |  |  |  |  |  |  |
Net income |  | $ | 6,649 |  |  | $ | 5,651 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |  |  |  |
Depreciation and amortization of premises and equipment |  |  | 1,340 |  |  |  | 846 |
Amortization of core deposit intangibles |  |  | 883 |  |  |  | 9 |
Amortization of debt issuance costs |  |  | 1 |  |  |  | 1 |
Amortization of subordinated debt fair value mark |  |  | 471 |  |  |  | — |
Gain on redemption of subordinated debt |  |  | (80 | ) |  |  | — |
Origination of mortgage loans held for sale |  |  | (2,495 | ) |  |  | — |
Proceeds from sale of mortgage loans held for sale |  |  | 2,489 |  |  |  | — |
Provision for credit losses on loans |  |  | 1,635 |  |  |  | 1,424 |
Provision for credit losses on securities held to maturity |  |  | 3 |  |  |  | 2 |
Provision for (recovery of) credit losses on unfunded commitments |  |  | 105 |  |  |  | (26 | )
Net (gain) on sale of other real estate owned |  |  | (7 | ) |  |  | — |
Increase in cash value of bank owned life insurance |  |  | (477 | ) |  |  | (301 | )
Accretion of discounts and amortization of premiums on securities, net |  |  | 430 |  |  |  | 441 |
Accretion of premium on time deposits |  |  | (606 | ) |  |  | (32 | )
Accretion of certain acquisition-related loan premiums (discounts), net |  |  | (736 | ) |  |  | (191 | )
Stock-based compensation |  |  | 445 |  |  |  | 202 |
Excess tax benefits on stock-based compensation |  |  | — |  |  |  | 1 |
Loss on disposal of premises and equipment, net |  |  | 7 |  |  |  | 49 |
Deferred income tax (benefit) |  |  | — |  |  |  | (53 | )
Changes in assets and liabilities: |  |  |  |  |  |  |  |
(Increase) in interest receivable |  |  | (123 | ) |  |  | (261 | )
(Increase) in other assets |  |  | (1,400 | ) |  |  | (1,993 | )
(Decrease) increase in accrued interest payable and other liabilities |  |  | (306 | ) |  |  | 2,567 |
Net cash provided by operating activities |  | $ | 8,228 |  |  | $ | 8,336 |
Cash Flows from Investing Activities |  |  |  |  |  |  |  |
Proceeds from maturities, calls, and principal payments of securities available for sale |  | $ | 9,185 |  |  | $ | 6,318 |
Proceeds from maturities, calls, and principal payments of securities held to maturity |  |  | 3,746 |  |  |  | 25,405 |
Purchases of securities available for sale |  |  | (30,166 | ) |  |  | — |
Purchases of restricted securities |  |  | (1,929 | ) |  |  | (34 | )
Net redemption of restricted securities |  |  | 46 |  |  |  | — |
Purchase of premises and equipment |  |  | (1,071 | ) |  |  | (958 | )
Proceeds from sale of premises and equipment |  |  | 18 |  |  |  | — |
Proceeds from sale of other real estate owned |  |  | 60 |  |  |  | — |
Purchase of bank owned life insurance |  |  | (17 | ) |  |  | — |
Proceeds from cash value of bank owned life insurance |  |  | — |  |  |  | 401 |
Net decrease (increase) in loans |  |  | 21,460 |  |  |  | (21,200 | )
Net cash provided by investing activities |  | $ | 1,332 |  |  | $ | 9,932 |

See Notes to Consolidated Financial Statements

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FIRST NATIONAL CORPORATION

Consolidated Statements of Cash Flows (Unaudited)

(Continued)

(in thousands)

|  | Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |
Cash Flows from Financing Activities |  |  |  |  |  |  |  |
Net increase in demand deposits and savings accounts |  | $ | (2,017 | ) |  | $ | 21,601 |
Net increase in time deposits |  |  | 2,011 |  |  |  | 10,501 |
Net increase in other borrowings |  |  | 25,000 |  |  |  | — |
Redemption of subordinated debt |  |  | (420 | ) |  |  | — |
Cash dividends paid on common stock, net of reinvestment |  |  | (2,693 | ) |  |  | (1,799 | )
Repurchase of common stock, stock incentive plan |  |  | — |  |  |  | (98 | )
Net cash provided by financing activities |  | $ | 21,881 |  |  | $ | 30,205 |
Increase in cash and cash equivalents |  | $ | 31,441 |  |  | $ | 48,473 |
Cash and Cash Equivalents |  |  |  |  |  |  |  |
Beginning |  | $ | 162,874 |  |  | $ | 87,161 |
Ending |  | $ | 194,315 |  |  | $ | 135,634 |
Supplemental Disclosures of Cash Flow Information |  |  |  |  |  |  |  |
Cash payments for: |  |  |  |  |  |  |  |
Interest |  | $ | 13,970 |  |  | $ | 10,999 |
Income taxes |  | $ | 1,200 |  |  | $ | 1,230 |
Supplemental Disclosures of Noncash Investing and Financing Activities |  |  |  |  |  |  |  |
Unrealized gains (losses) on securities available for sale |  | $ | 3,139 |  |  | $ | (1,309 | )
Amortization of unrealized losses on securities transferred from available for sale to held to maturity |  | $ | 480 |  |  | $ | 687 |
Change in fair value of cash flow hedges |  | $ | (328 | ) |  | $ | 197 |
Issuance of common stock, dividend reinvestment plan |  | $ | 93 |  |  | $ | 84 |

See Notes to Consolidated Financial Statements

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FIRST NATIONAL CORPORATION

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(in thousands, except share and per share data)

|  | Common Stock |  |  | Surplus |  |  | Retained Earnings |  |  | Accumulated Other Comprehensive (Loss) |  |  | Total |
Balance, March 31, 2024 |  | $ | 7,847 |  |  | $ | 33,021 |  |  | $ | 96,465 |  |  | $ | (19,517 | ) |  | $ | 117,816 |
Net income |  |  | — |  |  |  | — |  |  |  | 2,442 |  |  |  | — |  |  |  | 2,442 |
Other comprehensive income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 475 |  |  |  | 475 |
Cash dividends on common stock ($0.15 per share) |  |  | — |  |  |  | — |  |  |  | (941 | ) |  |  | — |  |  |  | (941 | )
Stock-based compensation |  |  | — |  |  |  | 60 |  |  |  | — |  |  |  | — |  |  |  | 60 |
Issuance of 2,710 shares common stock, dividend reinvestment plan |  |  | 3 |  |  |  | 39 |  |  |  | — |  |  |  | — |  |  |  | 42 |
Issuance of 500 shares common stock, stock incentive plan |  |  | 1 |  |  |  | (1 | ) |  |  | — |  |  |  | — |  |  |  | — |
Repurchase of 177 shares common stock, stock incentive plan |  |  | — |  |  |  | (3 | ) |  |  | — |  |  |  | — |  |  |  | (3 | )
Balance, June 30, 2024 |  | $ | 7,851 |  |  | $ | 33,116 |  |  | $ | 97,966 |  |  | $ | (19,042 | ) |  | $ | 119,891 |

|  | Common Stock |  |  | Surplus |  |  | Retained Earnings |  |  | Accumulated Other Comprehensive (Loss) |  |  | Total |
Balance, March 31, 2025 |  | $ | 11,233 |  |  | $ | 77,354 |  |  | $ | 97,152 |  |  | $ | (17,063 | ) |  | $ | 168,676
Net income |  |  | — |  |  |  | — |  |  |  | 5,051 |  |  |  | — |  |  |  | 5,051 |
Other comprehensive income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 971 |  |  |  | 971 |
Cash dividends on common stock ($0.155 per share) |  |  | — |  |  |  | — |  |  |  | (1,393 | ) |  |  | — |  |  |  | (1,393 | )
Stock-based compensation |  |  | — |  |  |  | 180 |  |  |  | — |  |  |  | — |  |  |  | 180 |
Issuance of 2,443 shares common stock, dividend reinvestment plan |  |  | 3 |  |  |  | 44 |  |  |  | — |  |  |  | — |  |  |  | 47 |
Balance, June 30, 2025 |  | $ | 11,236 |  |  | $ | 77,578 |  |  | $ | 100,810 |  |  | $ | (16,092 | ) |  | $ | 173,532 |

See Notes to Consolidated Financial Statements

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FIRST NATIONAL CORPORATION

Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)

(in thousands, except share and per share data)

|  | Common Stock |  |  | Surplus |  |  | Retained Earnings |  |  | Accumulated Other Comprehensive (Loss) |  |  | Total |
Balance, December 31, 2023 |  | $ | 7,829 |  |  | $ | 32,950 |  |  | $ | 94,198 |  |  | $ | (18,706 | ) |  | $ | 116,271 |
Net income |  |  | — |  |  |  | — |  |  |  | 5,651 |  |  |  | — |  |  |  | 5,651 |
Other comprehensive loss |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (336 | ) |  |  | (336 | )
Cash dividends on common stock ($0.30 per share) |  |  | — |  |  |  | — |  |  |  | (1,883 | ) |  |  | — |  |  |  | (1,883 | )
Stock-based compensation |  |  | — |  |  |  | 202 |  |  |  | — |  |  |  | — |  |  |  | 202 |
Issuance of 5,060 shares common stock, dividend reinvestment plan |  |  | 6 |  |  |  | 78 |  |  |  | — |  |  |  | — |  |  |  | 84 |
Redemption of subordinated debt |  |  | 22 |  |  |  | (22 | ) |  |  | — |  |  |  | — |  |  |  | — |
Repurchase of 5,019 shares common stock, stock incentive plan |  |  | (6 | ) |  |  | (92 | ) |  |  | — |  |  |  | — |  |  |  | (98 | )
Balance, June 30, 2024 |  | $ | 7,851 |  |  | $ | 33,116 |  |  | $ | 97,966 |  |  | $ | (19,042 | ) |  | $ | 119,891 |

|  | Common Stock |  |  | Surplus |  |  | Retained Earnings |  |  | Accumulated Other Comprehensive (Loss) |  |  | Total |
Balance, December 31, 2024 |  | $ | 11,218 |  |  | $ | 77,058 |  |  | $ | 96,947 |  |  | $ | (18,692 | ) |  | $ | 166,531 |
Net income |  |  | — |  |  |  | — |  |  |  | 6,649 |  |  |  | — |  |  |  | 6,649 |
Other comprehensive income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,600 |  |  |  | 2,600 |
Cash dividends on common stock ($0.31 per share) |  |  | — |  |  |  | — |  |  |  | (2,786 | ) |  |  | — |  |  |  | (2,786 | )
Stock-based compensation |  |  | — |  |  |  | 445 |  |  |  | — |  |  |  | — |  |  |  | 445 |
Issuance of 4,573 shares common stock, dividend reinvestment plan |  |  | 5 |  |  |  | 88 |  |  |  | — |  |  |  | — |  |  |  | 93 |
Issuance of 10,464 shares common stock, stock incentive plan |  |  | 13 |  |  |  | (13 | ) |  |  | — |  |  |  | — |  |  |  | — |
Balance, June 30, 2025 |  | $ | 11,236 |  |  | $ | 77,578 |  |  | $ | 100,810 |  |  | $ | (16,092 | ) |  | $ | 173,532 |

See Notes to Consolidated Financial Statements

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FIRST NATIONAL CORPORATION

Notes to Consolidated Financial Statements (Unaudited)

Note 1. General

Basis of Presentation

The accompanying unaudited consolidated financial statements of First National Corporation (the Company) and its subsidiary, First Bank (the Bank), have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and in accordance with guidance provided by the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by GAAP for annual year-end financial statements. All significant intercompany balances and transactions have been eliminated. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments and reclassifications of a normal and recurring nature considered necessary to present fairly the financial positions at June 30, 2025 and December 31, 2024, the statements of income and comprehensive income for the three and six months ended June 30, 2025 and 2024, the cash flows for the six months ended June 30, 2025 and 2024, and the changes in shareholders’ equity for the three and six months ended June 30, 2025 and 2024. The statements should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K for the year ended December 31, 2024. Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. Certain items in the prior period financial statements have been reclassified to conform to the current presentation. These reclassifications had no effect on prior year net income or shareholders' equity.

Significant Accounting Policies and Estimates
Application of the principles of GAAP and practices within the banking industry requires management to make estimates, assumptions, and judgements that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgements are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements may reflect different estimates, assumptions and judgements. Certain policies inherently rely more extensively on the use of estimates, assumptions, and judgements and as such may have a greater possibility of producing results that could be materially different than originally reported. Material estimates that are particularly susceptible to significant changes in the near term include estimates related to the determination of the allowance for credit losses on loans, loans acquired in a business combination and goodwill.
The Company’s significant accounting policies followed in the preparation of the unaudited consolidated financial statements are disclosed in Note 1 of the audited financial statements and notes for the year ended December 31, 2024 and are contained in the Company’s 2024 Annual Report on Form 10-K. There have been no significant changes to the application of significant accounting policies since December 31, 2024.
Business Combination

On October 1, 2024, the Company completed the acquisition of Touchstone Bankshares, Inc. (Touchstone) with and into the Company (the Merger). Immediately following the Merger, Touchstone Bank, the wholly owned subsidiary of Touchstone, was merged with and into First Bank. In connection with the transactions, the Company issued 2,673,640 shares of its common stock to Touchstone’s shareholders. Following the Merger, the former branches of Touchstone Bank assumed in the Merger continued to operate in Virginia as Touchstone Bank, a division of First Bank, and, in North Carolina, as Touchstone Bank, a division of First Bank, Strasburg, Virginia, until the system integration was completed in February 2025. Following the system integration, the former branches of Touchstone Bank now operate in Virginia as First Bank and in North Carolina as First Bank of the Commonwealth. The combined company delivers banking services through thirty-three branch offices in Virginia and North Carolina and three loan production offices, in addition to a wide array of online banking services. During the six months ended June 30, 2025, the Company incurred merger costs totaling $2.0 million.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires public companies to disclose, in the notes to the financial statements, specific information about certain costs and expenses at each interim and annual reporting period. This includes disclosing amounts related to employee compensation, depreciation, and intangible asset amortization. In addition, public companies will need to provide a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. In January 2025, the FASB subsequently issued ASU 2025-01, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”, which amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in ASU 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. Implementation of ASU 2024-03 may be applied prospectively or retrospectively. The Company does not expect the adoption of ASU 2024-03 to have a material impact on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this ASU require an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, which is greater than five percent of the amount computed by multiplying pretax income by the entity’s applicable statutory rate, on an annual basis. Additionally, the amendments in this ASU require an entity to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions that are equal to or greater than five percent of total income taxes paid (net of refunds received). Lastly, the amendments in this ASU require an entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company will apply the guidance in ASU 2023-09 for annual periods beginning after December 15, 2024, and will enhance its income tax disclosures in accordance with the requirements. The adoption will be applied prospectively and is not anticipated to have a material impact on the Company's consolidated financial statements.

Other accounting standards that have been issued by the FASB or other standards setting bodies are not currently expected to have a material effect on the Company's financial position, results of operations or cash flows.

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Notes to Consolidated Financial Statements (Unaudited)

Note 2. Securities

The Company invests in U.S. Treasury securities, U.S. agency and mortgage-backed securities, obligations of state and political subdivisions, and corporate debt securities. Amortized costs, gross unrealized gains and losses, allowance for credit losses, and fair values of debt securities at June 30, 2025 and December 31, 2024 were as follows (in thousands):

|  | June 30, 2025 |
|  | Amortized Cost |  |  | Gross Unrealized Gains |  |  | Gross Unrealized (Losses) |  |  | Fair Value |  |  | Allowance for Credit Losses |
Securities available for sale: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury securities |  | $ | 39,319 |  |  | $ | 33 |  |  | $ | (545 | ) |  | $ | 38,807 |  |  | $ | — |
U.S. agency and mortgage-backed securities |  |  | 104,600 |  |  |  | 122 |  |  |  | (10,062 | ) |  |  | 94,660 |  |  |  | — |
Obligations of states and political subdivisions |  |  | 62,591 |  |  |  | 8 |  |  |  | (8,487 | ) |  |  | 54,112 |  |  |  | — |
Total securities available for sale |  | $ | 206,510 |  |  | $ | 163 |  |  | $ | (19,094 | ) |  | $ | 187,579 |  |  | $ | — |
Securities held to maturity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury securities |  | $ | 9,759 |  |  | $ | — |  |  | $ | (64 | ) |  | $ | 9,695 |  |  | $ | — |
U.S. agency and mortgage-backed securities |  |  | 83,126 |  |  |  | — |  |  |  | (7,116 | ) |  |  | 76,010 |  |  |  | — |
Obligations of states and political subdivisions |  |  | 10,642 |  |  |  | 2 |  |  |  | (1,202 | ) |  |  | 9,442 |  |  |  | — |
Corporate debt securities |  |  | 3,000 |  |  |  | — |  |  |  | (419 | ) |  |  | 2,581 |  |  |  | (97 | )
Total securities held to maturity |  | $ | 106,527 |  |  | $ | 2 |  |  | $ | (8,801 | ) |  | $ | 97,728 |  |  | $ | (97 | )
Total securities |  | $ | 313,037 |  |  | $ | 165 |  |  | $ | (27,895 | ) |  | $ | 285,307 |  |  | $ | (97 | )

|  | December 31, 2024 |
|  | Amortized Cost |  |  | Gross Unrealized Gains |  |  | Gross Unrealized (Losses) |  |  | Fair Value |  |  | Allowance for Credit Losses |
Securities available for sale: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury securities |  | $ | 12,483 |  |  | $ | — |  |  | $ | (795 | ) |  | $ | 11,688 |  |  | $ | — |
U.S. agency and mortgage-backed securities |  |  | 110,480 |  |  |  | 57 |  |  |  | (12,498 | ) |  |  | 98,039 |  |  |  | — |
Obligations of states and political subdivisions |  |  | 62,954 |  |  |  | 5 |  |  |  | (8,839 | ) |  |  | 54,120 |  |  |  | — |
Total securities available for sale |  | $ | 185,917 |  |  | $ | 62 |  |  | $ | (22,132 | ) |  | $ | 163,847 |  |  | $ | — |
Securities held to maturity: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury securities |  | $ | 9,632 |  |  | $ | — |  |  | $ | (125 | ) |  | $ | 9,507 |  |  | $ | — |
U.S. agency and mortgage-backed securities |  |  | 86,554 |  |  |  | — |  |  |  | (9,282 | ) |  |  | 77,272 |  |  |  | — |
Obligations of states and political subdivisions |  |  | 10,649 |  |  |  | 8 |  |  |  | (1,112 | ) |  |  | 9,545 |  |  |  | — |
Corporate debt securities |  |  | 3,000 |  |  |  | — |  |  |  | (450 | ) |  |  | 2,550 |  |  |  | (94 | )
Total securities held to maturity |  | $ | 109,835 |  |  | $ | 8 |  |  | $ | (10,969 | ) |  | $ | 98,874 |  |  | $ | (94 | )
Total securities |  | $ | 295,752 |  |  | $ | 70 |  |  | $ | (33,101 | ) |  | $ | 262,721 |  |  | $ | (94 | )

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Notes to Consolidated Financial Statements (Unaudited)

Information pertaining to available for sale securities with gross unrealized losses aggregated by investment category and length of time that individual securities have been in a continuous loss position is as follows (in thousands):

|  | June 30, 2025 |
|  | Less than 12 months |  |  | 12 months or more |  |  | Total |
|  | Fair Value |  |  | Unrealized (Loss) |  |  | Fair Value |  |  | Unrealized (Loss) |  |  | Fair Value |  |  | Unrealized (Loss) |
Securities available for sale: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury securities |  | $ | 13,823 |  |  | $ | (10 | ) |  | $ | 11,953 |  |  | $ | (535 | ) |  | $ | 25,776 |  |  | $ | (545 | )
U.S. agency and mortgage-backed securities |  |  | 2,302 |  |  |  | (34 | ) |  |  | 65,191 |  |  |  | (10,028 | ) |  |  | 67,493 |  |  |  | (10,062 | )
Obligations of states and political subdivisions |  |  | 2,371 |  |  |  | (27 | ) |  |  | 48,635 |  |  |  | (8,460 | ) |  |  | 51,006 |  |  |  | (8,487 | )
Total securities available for sale |  | $ | 18,496 |  |  | $ | (71 | ) |  | $ | 125,779 |  |  | $ | (19,023 | ) |  | $ | 144,275 |  |  | $ | (19,094 | )

|  | December 31, 2024 |
|  | Less than 12 months |  |  | 12 months or more |  |  | Total |
|  | Fair Value |  |  | Unrealized (Loss) |  |  | Fair Value |  |  | Unrealized (Loss) |  |  | Fair Value |  |  | Unrealized (Loss) |
Securities available for sale: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury securities |  | $ | — |  |  | $ | — |  |  | $ | 11,688 |  |  | $ | (795 | ) |  | $ | 11,688 |  |  | $ | (795 | )
U.S. agency and mortgage-backed securities |  |  | 23,445 |  |  |  | (237 | ) |  |  | 67,800 |  |  |  | (12,261 | ) |  |  | 91,245 |  |  |  | (12,498 | )
Obligations of states and political subdivisions |  |  | 4,839 |  |  |  | (135 | ) |  |  | 47,776 |  |  |  | (8,704 | ) |  |  | 52,615 |  |  |  | (8,839 | )
Total securities available for sale |  | $ | 28,284 |  |  | $ | (372 | ) |  | $ | 127,264 |  |  | $ | (21,760 | ) |  | $ | 155,548 |  |  | $ | (22,132 | )

The tables above provide information about available for sale securities that have been in an unrealized loss position for less than twelve consecutive months and securities that have been in an unrealized loss position for twelve consecutive months or more. Management evaluates securities to determine whether the impairment is due to credit-related factors or noncredit-related factors at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to the extent to which the fair value is less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value. Presently, the Company does not intend to sell any of these securities, does not expect to be required to sell these securities, and expects to recover the entire amortized cost of all the securities.

Accrued interest receivable on securities available for sale and securities held to maturity totaled $952 thousand and $411 thousand, respectively, at June 30, 2025. Accrued interest on debt securities is included in accrued interest receivable on the Company's consolidated balance sheets.

At June 30, 2025, there were 7 out of 7 available for sale U.S. Treasury securities, 92 out of 112 U.S. agency and mortgage-backed available for sale securities, and 91 out of 101 obligations of states and political subdivisions available for sale in an unrealized loss position. One hundred percent of the Company’s investment portfolio was considered investment grade at June 30, 2025. The weighted-average re-pricing term of the portfolio was 4.9 years at June 30, 2025. One hundred percent of the Company’s investment portfolio was considered investment grade at December 31, 2024. The weighted-average re-pricing term of the portfolio was 5.7 years at December 31, 2024. The unrealized losses at June 30, 2025 in the U.S. Treasury securities portfolio, U.S. agency and mortgage-backed securities portfolio, and obligations of states and political subdivisions portfolio were related to current interest rates above those that existed when these securities were purchased. Additionally, spreads on securities change from period to period, also impacting pricing. At June 30, 2025 the Company did not have credit concerns on any of the securities represented by these issuers.

The amortized cost and fair value of securities at June 30, 2025 by contractual maturity are shown below (in thousands). Expected maturities of mortgage-backed securities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.

|  | Available for Sale |  |  | Held to Maturity |
|  | Amortized Cost |  |  | Fair Value |  |  | Amortized Cost |  |  | Fair Value |
Due within one year |  | $ | 15,316 |  |  | $ | 15,300 |  |  | $ | 9,964 |  |  | $ | 9,900 |
Due after one year through five years |  |  | 50,304 |  |  |  | 48,783 |  |  |  | 18,653 |  |  |  | 17,745 |
Due after five years through ten years |  |  | 42,126 |  |  |  | 38,978 |  |  |  | 15,447 |  |  |  | 14,401 |
Due after ten years |  |  | 98,764 |  |  |  | 84,518 |  |  |  | 62,463 |  |  |  | 55,682 |
|  | $ | 206,510 |  |  | $ | 187,579 |  |  | $ | 106,527 |  |  | $ | 97,728 |

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Notes to Consolidated Financial Statements (Unaudited)

Federal Home Loan Bank, Federal Reserve Bank, and Community Bankers’ Bank stock are generally viewed as long-term investments and as restricted securities, which are carried at cost, because there is a minimal market for the stock. Therefore, when evaluating restricted securities for impairment, their value is based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value.

The composition of restricted securities at June 30, 2025 and December 31, 2024 was as follows (in thousands):

|  | June 30, 2025 |  |  | December 31, 2024 |
Federal Home Loan Bank stock |  | $ | 2,609 |  |  | $ | 1,467 |
Federal Reserve Bank stock |  |  | 2,752 |  |  |  | 2,010 |
Community Bankers’ Bank stock |  |  | 263 |  |  |  | 264 |
|  | $ | 5,624 |  |  | $ | 3,741 |

The Company also holds limited partnership investments in Small Business Investment Companies (SBICs), which are included in other assets in the Consolidated Balance Sheets. The limited partnership investments are measured as equity investments without readily determinable fair values at their cost, less any impairment or other observable transaction prices. The amounts included in other assets for the limited partnership investments were $2.4 million at June 30, 2025 and December 31, 2024.

Credit Quality Indicators & Allowance for Credit Losses - HTM

The Company monitors the credit quality of the debt securities held to maturity through the use of credit ratings from Moody's, S&P, and Egan-Jones. The Company monitors the credit ratings on a quarterly basis. The following table summarizes the amortized cost of debt securities held to maturity at June 30, 2025 and December 31, 2024, aggregated by credit quality indicators.

|  | U.S. Treasury securities |  |  | U.S. agency and mortgage-backed securities |  |  | Obligations of states and political subdivisions |  |  | Corporate debt securities |  |  | Total Held to Maturity Securities |
June 30, 2025 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Aaa |  | $ | 9,759 |  |  | $ | 23,294 |  |  | $ | 2,477 |  |  | $ | — |  |  | $ | 35,530 |
Aa1 / Aa2 / Aa3 |  |  | — |  |  |  | — |  |  |  | 8,165 |  |  |  | — |  |  |  | 8,165 |
Baa1 / Baa2 / Baa3 |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,000 |  |  |  | 3,000 |
Not rated - Agency (1) |  |  | — |  |  |  | 59,832 |  |  |  | — |  |  |  | — |  |  |  | 59,832 |
Total |  | $ | 9,759 |  |  | $ | 83,126 |  |  | $ | 10,642 |  |  | $ | 3,000 |  |  | $ | 106,527 |
December 31, 2024 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Aaa |  | $ | 9,632 |  |  | $ | 23,173 |  |  | $ | 2,487 |  |  | $ | — |  |  | $ | 35,292 |
Aa1 / Aa2 / Aa3 |  |  | — |  |  |  | — |  |  |  | 8,162 |  |  |  | — |  |  |  | 8,162 |
Baa1 / Baa2 / Baa3 |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,000 |  |  |  | 3,000 |
Not rated - Agency (1) |  |  | — |  |  |  | 63,381 |  |  |  | — |  |  |  | — |  |  |  | 63,381 |
Total |  | $ | 9,632 |  |  | $ | 86,554 |  |  | $ | 10,649 |  |  | $ | 3,000 |  |  | $ | 109,835 |

(1) Generally considered not to have credit risk given the implied governmental guarantees associated with these agencies.

The following tables summarize the change in the allowance for credit losses on held to maturity securities for the six months ended June 30, 2025 and 2024 and for the year ended December 31, 2024.

|  | U.S. Treasury securities |  |  | U.S. agency and mortgage-backed securities |  |  | Obligations of states and political subdivisions |  |  | Corporate debt securities |  |  | Total Held to Maturity Securities |
Balance, December 31, 2024 |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 94 |  |  | $ | 94 |
Provision for credit losses |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3 |  |  |  | 3 |
Charge-offs of securities |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Recoveries |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Balance, June 30, 2025 |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 97 |  |  | $ | 97 |

|  | U.S. Treasury securities |  |  | U.S. agency and mortgage-backed securities |  |  | Obligations of states and political subdivisions |  |  | Corporate debt securities |  |  | Total Held to Maturity Securities |
Balance, December 31, 2023 |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 106 |  |  | $ | 106 |
Provision for credit losses |  |  | — |  |  |  | — |  |  |  | 1 |  |  |  | 2 |  |  |  | 3 |
Charge-offs of securities |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Recoveries |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Balance, June 30, 2024 |  | $ | — |  |  | $ | — |  |  | $ | 1 |  |  | $ | 108 |  |  | $ | 109 |

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Notes to Consolidated Financial Statements (Unaudited)

|  | U.S. Treasury securities |  |  | U.S. agency and mortgage-backed securities |  |  | Obligations of states and political subdivisions |  |  | Corporate debt securities |  |  | Total Held to Maturity Securities |
Balance, December 31, 2023 |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 106 |  |  | $ | 106 |
Provision for credit losses |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (12 | ) |  |  | (12 | )
Charge-offs of securities |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Recoveries |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Balance, December 31, 2024 |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 94 |  |  | $ | 94 |

At June 30, 2025 and December 31, 2024, the Company had no securities held-to-maturity that were past due 30 days or more as to principal and interest payments. The Company had no securities held-to-maturity classified as nonaccrual as of June 30, 2025 and December 31, 2024.

Note 3. Loans

Loans at June 30, 2025 and December 31, 2024 are summarized as follows (in thousands):

|  | June 30, 2025 |  |  | December 31, 2024 |
Real estate loans: |  |  |  |  |  |  |  |
Construction and land development |  | $ | 78,169 |  |  | $ | 84,480 |
Secured by 1-4 family residential |  |  | 544,162 |  |  |  | 547,167 |
Other real estate loans |  |  | 680,063 |  |  |  | 672,162 |
Commercial and industrial loans |  |  | 120,700 |  |  |  | 141,333 |
Consumer and other loans |  |  | 19,928 |  |  |  | 21,453 |
Total loans |  | $ | 1,443,022 |  |  | $ | 1,466,595 |
Allowance for credit losses |  |  | (15,186 | ) |  |  | (16,400 | )
Loans, net |  | $ | 1,427,836 |  |  | $ | 1,450,195 |

Net deferred loan fees included in the above loan categories were $1.5 million at June 30, 2025 and $1.3 million at December 31, 2024. Net unamortized discounts on loans acquired through business combinations included in the above loan categories totaled $13.5 million at June 30, 2025 and $14.3 million at December 31, 2024. Unamortized premiums on loans purchased from a third-party loan originator are included in the commercial and industrial loan categories and totaled $5.2 million as of June 30, 2025 and $5.8 million as of December 31, 2024. Consumer and other loans included $454 thousand and $450 thousand of demand deposit overdrafts at June 30, 2025 and December 31, 2024, respectively.

Loans acquired in business combinations are recorded in the Consolidated Balance Sheets at fair value at the acquisition date under the acquisition method of accounting. The principal balance of purchased loans is included in the allowance for credit losses calculation. The remaining net discount on purchased loans at June 30, 2025 was $13.5 million. The outstanding principal balance and the carrying amount at June 30, 2025 and December 31, 2024 of loans acquired in business combinations were as follows:

|  | June 30, 2025 |  |  | December 31, 2024 |
|  | Acquired Loans- |  |  | Acquired Loans- |
|  | Non-Purchased |  |  | Non-Purchased |
(Dollars in thousands) |  | Credit Deteriorated |  |  | Credit Deteriorated |
Outstanding principal balance |  | $ | 526,786 |  |  | $ | 603,046 |
Carrying amount |  |  |  |  |  |  |  |
Real estate loans: |  |  |  |  |  |  |  |
Construction and land development |  | $ | 11,489 |  |  | $ | 15,810 |
Secured by 1-4 family residential |  |  | 220,931 |  |  |  | 234,004 |
Other real estate loans |  |  | 246,099 |  |  |  | 291,805 |
Commercial and industrial loans |  |  | 30,976 |  |  |  | 40,885 |
Consumer and other loans |  |  | 3,752 |  |  |  | 6,268 |
Total acquired loans |  | $ | 513,247 |  |  | $ | 588,772 |

The following table presents additional information related to the acquired Touchstone loan portfolio at the acquisition date, including the initial ACL at acquisition on the purchased credit deteriorated (PCD) loans (in thousands):

PCD Loans: |  | 2024 |
Book value of acquired loans at acquisition |  | $ | 13,050 |
Initial ACL at acquisition |  |  | 386 |
Non-credit discount at acquisition |  |  | 1,413 |
Purchase Price |  | $ | 14,849 |
Non-PCD Loans: |  |  |  |
Fair Value |  | $ | 467,891 |
Gross contractual amounts receivable |  | $ | 479,591 |
Estimate of contractual cash flows not expected to be collected |  | $ | 8,138 |

There have been no material changes to PCD loans since the acquisition date.

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Notes to Consolidated Financial Statements (Unaudited)

Risk characteristics of each loan portfolio class that are considered by the Company include:

| • | 1-4 family residential mortgage loans carry risks associated with the continued creditworthiness of the borrower and changes in the value of the collateral.

| • | Real estate construction and land development loans carry risks that the project may not be finished according to schedule, the project may not be finished according to budget, and the value of the collateral may, at any point in time, be less than the principal amount of the loan. Construction loans also bear the risk that the general contractor, who may or may not be a loan customer, may be unable to finish the construction project as planned because of financial pressure or other factors unrelated to the project.

| • | Other real estate loans carry risks associated with the successful operation of a business or a real estate project, in addition to other risks associated with the ownership of real estate, because repayment of these loans may be dependent upon the profitability and cash flows of the business or project.

| • | Commercial and industrial loans carry risks associated with the successful operation of a business because repayment of these loans may be dependent upon the profitability and cash flows of the business. In addition, there is risk associated with the value of collateral other than real estate which may depreciate over time and cannot be appraised with as much reliability. Commercial and industrial loans also include purchased loans which could have been originated outside of the Company's market area.

| • | Consumer and other loans carry risks associated with the continued creditworthiness of the borrower and the value of the collateral, if any. Consumer loans are typically either unsecured or secured by rapidly depreciating assets such as automobiles. They are also likely to be immediately and adversely affected by job loss, divorce, illness, personal bankruptcy, or other changes in circumstances. Consumer and other loans also include purchased consumer loans which could have been originated outside of the Company's market area. Other loans included in this category include loans to states and political subdivisions.

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Notes to Consolidated Financial Statements (Unaudited)

The following tables provide a summary of loan classes and an aging of past due loans as of June 30, 2025 and December 31, 2024 (in thousands):

|  | June 30, 2025 |
|  | 30-59 Days Past Due |  |  | 60-89 Days Past Due |  |  | > 90 Days Past Due |  |  | Total Past Due |  |  | Current |  |  | Total Loans |  |  | Non-accrual Loans |  |  | 90 Days or More Past Due and Accruing |
Real estate loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Construction and land development |  | $ | 200 |  |  | $ | — |  |  | $ | 48 |  |  | $ | 248 |  |  | $ | 77,921 |  |  | $ | 78,169 |  |  | $ | 48 |  |  | $ | — |
Secured by 1-4 family residential |  |  | 1,599 |  |  |  | 860 |  |  |  | 908 |  |  |  | 3,367 |  |  |  | 540,795 |  |  |  | 544,162 |  |  |  | 2,218 |  |  |  | — |
Other real estate loans |  |  | — |  |  |  | 1 |  |  |  | 932 |  |  |  | 933 |  |  |  | 679,130 |  |  |  | 680,063 |  |  |  | 932 |  |  |  | — |
Commercial and industrial |  |  | 1,684 |  |  |  | 150 |  |  |  | 1,444 |  |  |  | 3,278 |  |  |  | 117,422 |  |  |  | 120,700 |  |  |  | 3,597 |  |  |  | — |
Consumer and other loans |  |  | 37 |  |  |  | 11 |  |  |  | — |  |  |  | 48 |  |  |  | 19,880 |  |  |  | 19,928 |  |  |  | 1 |  |  |  | — |
Total |  | $ | 3,520 |  |  | $ | 1,022 |  |  | $ | 3,332 |  |  | $ | 7,874 |  |  | $ | 1,435,148 |  |  | $ | 1,443,022 |  |  | $ | 6,796 |  |  | $ | — |

|  | December 31, 2024 |
|  | 30-59 Days Past Due |  |  | 60-89 Days Past Due |  |  | > 90 Days Past Due |  |  | Total Past Due |  |  | Current |  |  | Total Loans |  |  | Non-accrual Loans |  |  | 90 Days or More Past Due and Accruing |
Real estate loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Construction and land development |  | $ | 56 |  |  | $ | 26 |  |  | $ | 23 |  |  | $ | 105 |  |  | $ | 84,375 |  |  | $ | 84,480 |  |  | $ | 50 |  |  | $ | 23 |
Secured by 1-4 family residential |  |  | 2,192 |  |  |  | 210 |  |  |  | 54 |  |  |  | 2,456 |  |  |  | 544,711 |  |  |  | 547,167 |  |  |  | 2,148 |  |  |  | 54 |
Other real estate loans |  |  | 12 |  |  |  | 41 |  |  |  | — |  |  |  | 53 |  |  |  | 672,109 |  |  |  | 672,162 |  |  |  | — |  |  |  | — |
Commercial and industrial |  |  | 145 |  |  |  | 373 |  |  |  | 288 |  |  |  | 806 |  |  |  | 140,527 |  |  |  | 141,333 |  |  |  | 4,773 |  |  |  | 288 |
Consumer and other loans |  |  | 31 |  |  |  | — |  |  |  | — |  |  |  | 31 |  |  |  | 21,422 |  |  |  | 21,453 |  |  |  | — |  |  |  | — |
Total |  | $ | 2,436 |  |  | $ | 650 |  |  | $ | 365 |  |  | $ | 3,451 |  |  | $ | 1,463,144 |  |  | $ | 1,466,595 |  |  | $ | 6,971 |  |  | $ | 365 |

Credit Quality Indicators

As part of the ongoing monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grading of specified classes of loans. The Company utilizes a risk grading matrix to assign a rating to each of its loans. The loan ratings are summarized into the following categories: pass, special mention, substandard, doubtful, and loss. Pass rated loans include all risk rated credits other than those included in special mention, substandard, or doubtful. Loans classified as loss are charged-off. Loan officers assign risk grades to loans at origination and as renewals arise. The Bank’s Credit Administration department reviews risk grades for accuracy on a quarterly basis and as credit issues arise. In addition, a certain amount of loans are reviewed each year through the Company’s internal and external loan review process. A description of the general characteristics of the loan grading categories is as follows:

Pass – Loans classified as pass exhibit acceptable operating trends, balance sheet trends, and liquidity. Sufficient cash flow exists to service the loan. All obligations have been paid by the borrower as agreed.

Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the Bank’s credit position at some future date.

Substandard – Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The Company considers all doubtful loans to be impaired and places the loan on non-accrual status.

Loss – Loans classified as loss are considered uncollectable and of such little value that their continuance as bankable assets is not warranted.

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Notes to Consolidated Financial Statements (Unaudited)

The following table presents the Company's recorded investment in loans by credit quality indicators by year of origination as of June 30, 2025 and December 31, 2024 (in thousands).

|  | June 30, 2025 |  |  |  |  |  |  |  |  |
|  | Term Loans by Year of Origination |  |  |  |  |  |  |  |  |
|  | 2025 |  |  | 2024 |  |  | 2023 |  |  | 2022 |  |  | 2021 |  |  | Prior |  |  | Revolving |  |  | Total |
Construction and land development |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  | $ | 4,275 |  |  | $ | 1,028 |  |  | $ | 2,649 |  |  | $ | 1,828 |  |  | $ | 4,757 |  |  | $ | 6,242 |  |  | $ | 57,342 |  |  | $ | 78,121 |
Special Mention |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Substandard |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 48 |  |  |  | — |  |  |  | 48 |
Doubtful |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total construction and land development |  | $ | 4,275 |  |  | $ | 1,028 |  |  | $ | 2,649 |  |  | $ | 1,828 |  |  | $ | 4,757 |  |  | $ | 6,290 |  |  | $ | 57,342 |  |  | $ | 78,169 |
Current period gross write-offs |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 22 |  |  | $ | — |  |  | $ | 22 |
Secured by 1-4 family residential |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  | $ | 19,514 |  |  | $ | 31,672 |  |  | $ | 66,180 |  |  | $ | 106,681 |  |  | $ | 95,762 |  |  | $ | 149,402 |  |  | $ | 71,888 |  |  | $ | 541,099 |
Special Mention |  |  | — |  |  |  | 119 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 290 |  |  |  | — |  |  |  | 409 |
Substandard |  |  | — |  |  |  | — |  |  |  | 30 |  |  |  | 242 |  |  |  | 355 |  |  |  | 2,027 |  |  |  | — |  |  |  | 2,654 |
Doubtful |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total secured by 1-4 family residential |  | $ | 19,514 |  |  | $ | 31,791 |  |  | $ | 66,210 |  |  | $ | 106,923 |  |  | $ | 96,117 |  |  | $ | 151,719 |  |  | $ | 71,888 |  |  | $ | 544,162 |
Current period gross write-offs |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 44 |  |  | $ | — |  |  | $ | 44 |
Other real estate loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  | $ | 27,908 |  |  | $ | 59,869 |  |  | $ | 94,425 |  |  | $ | 133,164 |  |  | $ | 113,634 |  |  | $ | 217,549 |  |  | $ | 29,773 |  |  | $ | 676,322 |
Special Mention |  |  | — |  |  |  | 315 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,159 |  |  |  | — |  |  |  | 2,474 |
Substandard |  |  | — |  |  |  | 932 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 335 |  |  |  | — |  |  |  | 1,267 |
Doubtful |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total other real estate loans |  | $ | 27,908 |  |  | $ | 61,116 |  |  | $ | 94,425 |  |  | $ | 133,164 |  |  | $ | 113,634 |  |  | $ | 220,043 |  |  | $ | 29,773 |  |  | $ | 680,063 |
Current period gross write-offs |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 7 |  |  | $ | — |  |  | $ | 7 |
Commercial and industrial |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  | $ | 1,991 |  |  | $ | 19,727 |  |  | $ | 18,499 |  |  | $ | 16,385 |  |  | $ | 16,235 |  |  | $ | 11,925 |  |  | $ | 29,410 |  |  | $ | 114,172 |
Special Mention |  |  | — |  |  |  | 415 |  |  |  | — |  |  |  | 1,144 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,559 |
Substandard |  |  | — |  |  |  | — |  |  |  | 722 |  |  |  | 2,889 |  |  |  | 405 |  |  |  | 953 |  |  |  | — |  |  |  | 4,969 |
Doubtful |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total commercial and industrial |  | $ | 1,991 |  |  | $ | 20,142 |  |  | $ | 19,221 |  |  | $ | 20,418 |  |  | $ | 16,640 |  |  | $ | 12,878 |  |  | $ | 29,410 |  |  | $ | 120,700 |
Current period gross write-offs |  | $ | — |  |  | $ | 618 |  |  | $ | 319 |  |  | $ | 1,314 |  |  | $ | 410 |  |  | $ | 2 |  |  | $ | — |  |  | $ | 2,663 |
Consumer and other loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  | $ | 2,988 |  |  | $ | 2,924 |  |  | $ | 1,454 |  |  | $ | 4,719 |  |  | $ | 150 |  |  | $ | 3,720 |  |  | $ | 3,972 |  |  | $ | 19,927 |
Special Mention |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Substandard |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1 |  |  |  | — |  |  |  | 1 |
Doubtful |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total consumer and other loans |  | $ | 2,988 |  |  | $ | 2,924 |  |  | $ | 1,454 |  |  | $ | 4,719 |  |  | $ | 150 |  |  | $ | 3,721 |  |  | $ | 3,972 |  |  | $ | 19,928 |
Current period gross write-offs |  | $ | 279 |  |  | $ | 3 |  |  | $ | 4 |  |  | $ | — |  |  | $ | — |  |  | $ | 3 |  |  | $ | — |  |  | $ | 289 |

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Notes to Consolidated Financial Statements (Unaudited)

|  | December 31, 2024 |  |  |  |  |  |  |  |  |
|  | Term Loans by Year of Origination |  |  |  |  |  |  |  |  |
|  | 2024 |  |  | 2023 |  |  | 2022 |  |  | 2021 |  |  | 2020 |  |  | Prior |  |  | Revolving |  |  | Total |
Construction and land development |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  | $ | 4,419 |  |  | $ | 5,401 |  |  | $ | 2,421 |  |  | $ | 5,811 |  |  | $ | 4,424 |  |  | $ | 5,419 |  |  | $ | 56,509 |  |  | $ | 84,404 |
Special Mention |  |  | 26 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 26 |
Substandard |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 18 |  |  |  | — |  |  |  | 32 |  |  |  | — |  |  |  | 50 |
Doubtful |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total construction and land development |  | $ | 4,445 |  |  | $ | 5,401 |  |  | $ | 2,421 |  |  | $ | 5,829 |  |  | $ | 4,424 |  |  | $ | 5,451 |  |  | $ | 56,509 |  |  | $ | 84,480 |
Current period gross write-offs |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 4 |  |  | $ | — |  |  | $ | 4 |
Secured by 1-4 family residential |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  | $ | 32,609 |  |  | $ | 69,884 |  |  | $ | 113,535 |  |  | $ | 99,470 |  |  | $ | 49,250 |  |  | $ | 115,032 |  |  | $ | 64,740 |  |  | $ | 544,520 |
Special Mention |  |  | 120 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 83 |  |  |  | — |  |  |  | 203 |
Substandard |  |  | — |  |  |  | 32 |  |  |  | 252 |  |  |  | 317 |  |  |  |  |  |  |  | 1,843 |  |  |  | — |  |  |  | 2,444 |
Doubtful |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total secured by 1-4 family residential |  | $ | 32,729 |  |  | $ | 69,916 |  |  | $ | 113,787 |  |  | $ | 99,787 |  |  | $ | 49,250 |  |  | $ | 116,958 |  |  | $ | 64,740 |  |  | $ | 547,167 |
Current period gross write-offs |  | $ | 20 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 18 |  |  | $ | — |  |  | $ | 38 |
Other real estate loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  | $ | 64,958 |  |  | $ | 83,725 |  |  | $ | 142,077 |  |  | $ | 120,012 |  |  | $ | 48,238 |  |  | $ | 192,869 |  |  | $ | 15,531 |  |  | $ | 667,410 |
Special Mention |  |  | 318 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4,072 |  |  |  | — |  |  |  | 4,390 |
Substandard |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 362 |  |  |  | — |  |  |  | 362 |
Doubtful |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total other real estate loans |  | $ | 65,276 |  |  | $ | 83,725 |  |  | $ | 142,077 |  |  | $ | 120,012 |  |  | $ | 48,238 |  |  | $ | 197,303 |  |  | $ | 15,531 |  |  | $ | 672,162 |
Current period gross write-offs |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Commercial and industrial |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  | $ | 24,270 |  |  | $ | 24,835 |  |  | $ | 21,819 |  |  | $ | 23,086 |  |  | $ | 3,583 |  |  | $ | 12,815 |  |  | $ | 22,627 |  |  | $ | 133,035 |
Special Mention |  |  | 430 |  |  |  | — |  |  |  | 1,211 |  |  |  | — |  |  |  | — |  |  |  | 513 |  |  |  | — |  |  |  | 2,154 |
Substandard |  |  | 615 |  |  |  | 737 |  |  |  | 3,699 |  |  |  | 647 |  |  |  |  |  |  |  | 446 |  |  |  | — |  |  |  | 6,144 |
Doubtful |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total commercial and industrial |  | $ | 25,315 |  |  | $ | 25,572 |  |  | $ | 26,729 |  |  | $ | 23,733 |  |  | $ | 3,583 |  |  | $ | 13,774 |  |  | $ | 22,627 |  |  | $ | 141,333 |
Current period gross write-offs |  | $ | 110 |  |  | $ | 1,275 |  |  | $ | 772 |  |  | $ | 1,519 |  |  | $ | 20 |  |  | $ | 3 |  |  | $ | — |  |  | $ | 3,699 |
Consumer and other loans |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Pass |  | $ | 5,129 |  |  | $ | 1,697 |  |  | $ | 1,437 |  |  | $ | 130 |  |  | $ | 1,306 |  |  | $ | 2,566 |  |  | $ | 8,917 |  |  | $ | 21,182 |
Special Mention |  |  | — |  |  |  | 270 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 270 |
Substandard |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1 |  |  |  | — |  |  |  | 1 |
Doubtful |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total consumer and other loans |  | $ | 5,129 |  |  | $ | 1,967 |  |  | $ | 1,437 |  |  | $ | 130 |  |  | $ | 1,306 |  |  | $ | 2,567 |  |  | $ | 8,917 |  |  | $ | 21,453 |
Current period gross write-offs |  | $ | 249 |  |  | $ | 29 |  |  | $ | 9 |  |  | $ | 3 |  |  | $ | 1 |  |  | $ | 2 |  |  | $ | — |  |  | $ | 293 |

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Notes to Consolidated Financial Statements (Unaudited)

Note 4. Allowance for Credit Losses

The following tables present, as of and during the periods ended June 30, 2025, December 31, 2024 and June 30, 2024, the activity in the Allowance for Credit Losses on Loans (ACLL) by portfolio, and information about individually evaluated and collectively evaluated loans (in thousands):

|  | June 30, 2025 |
|  | Construction and Land Development |  |  | Secured by 1-4 Family Residential |  |  | Other Real Estate |  |  | Commercial and Industrial |  |  | Consumer and Other Loans |  |  | Total |
Allowance for credit losses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Beginning Balance, December 31, 2024 |  | $ | 585 |  |  | $ | 4,266 |  |  | $ | 7,462 |  |  | $ | 3,927 |  |  | $ | 160 |  |  | $ | 16,400 |
Charge-offs |  |  | (22 | ) |  |  | (44 | ) |  |  | (7 | ) |  |  | (2,663 | ) |  |  | (289 | ) |  |  | (3,025 | )
Recoveries |  |  | 1 |  |  |  | 20 |  |  |  | 3 |  |  |  | 74 |  |  |  | 78 |  |  |  | 176 |
Provision for (recovery of) credit losses on loans |  |  | (68 | ) |  |  | 920 |  |  |  | (1,611 | ) |  |  | 2,102 |  |  |  | 292 |  |  |  | 1,635 |
Ending Balance, June 30, 2025 |  | $ | 496 |  |  | $ | 5,162 |  |  | $ | 5,847 |  |  | $ | 3,440 |  |  | $ | 241 |  |  | $ | 15,186 |
Ending Balance: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Individually evaluated |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,240 |  |  |  | — |  |  |  | 2,240 |
Collectively evaluated |  |  | 496 |  |  |  | 5,162 |  |  |  | 5,847 |  |  |  | 1,200 |  |  |  | 241 |  |  |  | 12,946 |
Loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ending Balance |  | $ | 78,169 |  |  | $ | 544,162 |  |  | $ | 680,063 |  |  | $ | 120,700 |  |  | $ | 19,928 |  |  | $ | 1,443,022 |
Individually evaluated |  |  | 48 |  |  |  | 2,218 |  |  |  | 932 |  |  |  | 3,597 |  |  |  | 1 |  |  |  | 6,796 |
Collectively evaluated |  |  | 78,121 |  |  |  | 541,944 |  |  |  | 679,131 |  |  |  | 117,103 |  |  |  | 19,927 |  |  |  | 1,436,226 |

|  | December 31, 2024 |
|  | Construction and Land Development |  |  | Secured by 1-4 Family Residential |  |  | Other Real Estate |  |  | Commercial and Industrial |  |  | Consumer and Other Loans |  |  | Total |
Allowance for credit losses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Beginning Balance, December 31, 2023 |  | $ | 312 |  |  | $ | 3,159 |  |  | $ | 4,698 |  |  | $ | 3,706 |  |  | $ | 99 |  |  | $ | 11,974 |
Initial Allowance on PCD Touchstone loans |  |  | 11 |  |  |  | 173 |  |  |  | 201 |  |  |  | 1 |  |  |  | — |  |  |  | 386 |
Charge-offs |  |  | (4 | ) |  |  | (38 | ) |  |  | — |  |  |  | (3,699 | ) |  |  | (293 | ) |  |  | (4,034 | )
Recoveries |  |  | — |  |  |  | 22 |  |  |  | 3 |  |  |  | 111 |  |  |  | 148 |  |  |  | 284 |
Initial Provision on Non-PCD Touchstone loans |  |  | 118 |  |  |  | 1,310 |  |  |  | 1,370 |  |  |  | 143 |  |  |  | 888 |  |  |  | 3,829 |
Provision for (recovery of) credit losses on loans |  |  | 148 |  |  |  | (360 | ) |  |  | 1,190 |  |  |  | 3,665 |  |  |  | (682 | ) |  |  | 3,961 |
Ending Balance, December 31, 2024 |  | $ | 585 |  |  | $ | 4,266 |  |  | $ | 7,462 |  |  | $ | 3,927 |  |  | $ | 160 |  |  | $ | 16,400 |
Ending Balance: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Individually evaluated |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,079 |  |  |  | — |  |  |  | 3,079 |
Collectively evaluated |  |  | 585 |  |  |  | 4,266 |  |  |  | 7,462 |  |  |  | 848 |  |  |  | 160 |  |  |  | 13,321 |
Loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ending Balance |  | $ | 84,480 |  |  | $ | 547,167 |  |  | $ | 672,162 |  |  | $ | 141,333 |  |  | $ | 21,453 |  |  | $ | 1,466,595 |
Individually evaluated |  |  | 50 |  |  |  | 2,148 |  |  |  | — |  |  |  | 4,773 |  |  |  | — |  |  |  | 6,971 |
Collectively evaluated |  |  | 84,430 |  |  |  | 545,019 |  |  |  | 672,162 |  |  |  | 136,560 |  |  |  | 21,453 |  |  |  | 1,459,624 |

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Notes to Consolidated Financial Statements (Unaudited)

|  | June 30, 2024 |
|  | Construction and Land Development |  |  | Secured by 1-4 Family Residential |  |  | Other Real Estate |  |  | Commercial and Industrial |  |  | Consumer and Other Loans |  |  | Total |
Allowance for credit losses: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Beginning Balance, December 31, 2023 |  | $ | 312 |  |  | $ | 3,159 |  |  | $ | 4,698 |  |  | $ | 3,706 |  |  | $ | 99 |  |  | $ | 11,974 |
Charge-offs |  |  | (4 | ) |  |  | (10 | ) |  |  | — |  |  |  | (759 | ) |  |  | (161 | ) |  |  | (934 | )
Recoveries |  |  | — |  |  |  | 5 |  |  |  | 1 |  |  |  | 16 |  |  |  | 67 |  |  |  | 89 |
Provision for (recovery of) credit losses on loans |  |  | 39 |  |  |  | (466 | ) |  |  | 141 |  |  |  | 1,596 |  |  |  | 114 |  |  |  | 1,424 |
Ending Balance, June 30, 2024 |  | $ | 347 |  |  | $ | 2,688 |  |  | $ | 4,840 |  |  | $ | 4,559 |  |  | $ | 119 |  |  | $ | 12,553 |
Ending Balance: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Individually evaluated |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,750 |  |  |  | — |  |  |  | 3,750 |
Collectively evaluated |  |  | 347 |  |  |  | 2,688 |  |  |  | 4,840 |  |  |  | 809 |  |  |  | 119 |  |  |  | 8,803 |
Loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Ending Balance |  | $ | 60,919 |  |  | $ | 346,977 |  |  | $ | 449,768 |  |  | $ | 116,299 |  |  | $ | 16,013 |  |  | $ | 989,976 |
Individually evaluated |  |  | 36 |  |  |  | 749 |  |  |  | — |  |  |  | 7,845 |  |  |  | — |  |  |  | 8,630 |
Collectively evaluated |  |  | 60,883 |  |  |  | 346,228 |  |  |  | 449,768 |  |  |  | 108,454 |  |  |  | 16,013 |  |  |  | 981,346 |

Nonaccrual loans

The following is a summary of the Company's nonaccrual loans by major categories for the periods indicated (in thousands):

|  | June 30, 2025 |  |  | December 31, 2024 |
|  | Nonaccrual Loans with No Allowance |  |  | Nonaccrual loans with an Allowance |  |  | Total Nonaccrual Loans |  |  | Nonaccrual Loans with No Allowance |  |  | Nonaccrual loans with an Allowance |  |  | Total Nonaccrual Loans |
Real estate loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Construction and land development |  | $ | 48 |  |  | $ | — |  |  | $ | 48 |  |  | $ | 50 |  |  | $ | — |  |  | $ | 50 |
Secured by 1-4 family residential |  |  | 2,218 |  |  |  | — |  |  |  | 2,218 |  |  |  | 2,148 |  |  |  | — |  |  |  | 2,148 |
Other real estate loans |  |  | 932 |  |  |  | — |  |  |  | 932 |  |  |  | — |  |  |  | — |  |  |  | — |
Commercial and industrial |  |  | 46 |  |  |  | 3,551 |  |  |  | 3,597 |  |  |  | 237 |  |  |  | 4,536 |  |  |  | 4,773 |
Consumer and other loans |  |  | 1 |  |  |  | — |  |  |  | 1 |  |  |  | — |  |  |  | — |  |  |  | — |
Total |  | $ | 3,245 |  |  | $ | 3,551 |  |  | $ | 6,796 |  |  | $ | 2,435 |  |  | $ | 4,536 |  |  | $ | 6,971 |

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Notes to Consolidated Financial Statements (Unaudited)

Collateral-Dependent Loans

The Company may determine that an individual loan exhibits unique risk characteristics which differentiate it from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. The Company reevaluates the fair value of collateral supporting collateral dependent loans on a quarterly basis. The fair value of real estate collateral supporting collateral dependent loans is evaluated by appraisal services using a methodology that is consistent with the Uniform Standards of Professional Appraisal Practice. The underlying collateral can vary based upon the type of loan. The following provides more detail about the types of collateral that secure collateral dependent loans:

| • | Commercial real estate loans can be secured by either owner occupied commercial real estate or non-owner occupied investment commercial real estate. Typically, owner occupied commercial real estate loans are secured by office buildings, warehouses, manufacturing facilities and other commercial and industrial properties occupied by operating companies. Non-owner occupied commercial real estate loans are generally secured by office buildings and complexes, retail facilities, multifamily complexes, land under development, industrial properties, as well as other commercial or industrial real estate.

| • | Residential real estate loans are typically secured by first mortgages, and in some cases could be secured by a second mortgage.
| • | Home equity lines of credit are generally secured by second mortgages on residential real estate property.
| • | Consumer loans are generally secured by automobiles, motorcycles, recreational vehicles and other personal property. Some consumer loans are unsecured and have no underlying collateral.

The following table presents the amortized cost of collateral-dependent loans (in thousands):

|  | June 30, 2025 |  |  | December 31, 2024 |
(Dollars in thousands) |  | Real Estate Secured |  |  | Non-Real Estate Secured |  |  | Total Collateral-Dependent Loans |  |  | Real Estate Secured |  |  | Non-Real Estate Secured |  |  | Total Collateral-Dependent Loans |
Real estate loans: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Construction and land development |  | $ | 18 |  |  | $ | — |  |  | $ | 18 |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Secured by 1-4 family residential |  |  | 1,045 |  |  |  | — |  |  |  | 1,045 |  |  |  | 703 |  |  |  | — |  |  |  | 703 |
Total |  | $ | 1,063 |  |  | $ | — |  |  | $ | 1,063 |  |  | $ | 703 |  |  | $ | — |  |  | $ | 703 |

At June 30, 2025 and December 31, 2024 there were no allowance for credit losses on collateral-dependent loans.

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Notes to Consolidated Financial Statements (Unaudited)

Modifications Made to Borrowers Experiencing Financial Difficulty

The allowance for credit losses incorporates an estimate of lifetime expected credit losses and is recorded on each asset upon asset origination or acquisition. The starting point for the estimate of the allowance for credit losses is historical loss information, which includes losses from modifications of receivables to borrowers experiencing financial difficulty. The Company uses a probability of default/loss given default model to determine the allowance for credit losses. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification.

Because the effect of most modifications made to borrowers experiencing financial difficulty is already included in the allowance for credit losses because of the measurement methodologies used to estimate the allowance, a change to the allowance for credit losses is generally not recorded upon modification. Occasionally, the Company modifies loans by providing principal forgiveness on certain of its real estate loans. When principal forgiveness is provided, the amortized cost basis of the asset is written off against the allowance for credit losses. The amount of the principal forgiveness is deemed to be uncollectible; therefore, that portion of the loan is written off, resulting in a reduction of the amortized cost basis and a corresponding adjustment to the allowance for credit losses.

In some cases, the Company will modify a certain loan by providing multiple types of concessions. Typically, one type of concession, such as a term extension, is granted initially. If the borrower continues to experience financial difficulty, another concession, such as principal forgiveness, may be granted. For combination real estate loans, multiple types of modifications may be made on the same loan within the current reporting period. The combination is at least two of the following: a term extension, principal forgiveness, and interest rate reduction.

During the six months ended June 30, 2025 and 2024, there were no loans modified due to borrowers experiencing financial difficulty.

Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses is adjusted by the same amount. For the six months ended June 30, 2025 and 2024, there were no payment defaults of modified loans that were modified during the previous twelve months. At June 30, 2025 and December 31, 2024 there was no allowance for credit losses on modified loans.

Unfunded Commitments

The Company maintains a separate reserve for credit losses on off-balance-sheet credit exposures, including unfunded loan commitments, which is included in other liabilities on the consolidated balance sheet. The reserve for credit losses on off-balance-sheet credit exposures is adjusted as a provision for credit losses in the income statement. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life, utilizing the same models and approaches for the Company's other loan portfolio segments described in Note 1 of Form 10-K, as these unfunded commitments share similar risk characteristics as its loan portfolio segments. The Company has identified the unfunded portion of certain lines of credit as unconditionally cancellable credit exposures, meaning the Company can cancel the unfunded commitment at any time. No credit loss estimate is reported for off-balance-sheet credit exposures that are unconditionally cancellable by the Company or for undrawn amounts under such arrangements that may be drawn prior to the cancellation of the arrangement.

For the six months ended June 30, 2025 and 2024, the Company recorded a $105 thousand provision for credit losses and a $26 thousand recovery on unfunded commitments, respectively. The allowance for credit losses on off-balance sheet exposures was $591 and $387 thousand at June 30, 2025 and 2024, respectively.

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Notes to Consolidated Financial Statements (Unaudited)

Note 5. Earnings per Common Share

Basic earnings per common share represents income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.

The following table presents the computation of basic and diluted earnings per share for the three and six months ended June 30, 2025 and 2024 (dollars in thousands, except per share data):

|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, 2025 |  |  | June 30, 2024 |  |  | June 30, 2025 |  |  | June 30, 2024 |
(Numerator): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income |  | $ | 5,051 |  |  | $ | 2,442 |  |  | $ | 6,649 |  |  | $ | 5,651 |
(Denominator): |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Weighted average shares outstanding – basic |  |  | 8,987,179 |  |  |  | 6,278,113 |  |  |  | 8,983,374 |  |  |  | 6,273,952 |
Potentially dilutive common shares – restricted stock units |  |  | 14,793 |  |  |  | 11,292 |  |  |  | 20,594 |  |  |  | 12,018 |
Weighted average shares outstanding – diluted |  |  | 9,001,972 |  |  |  | 6,289,405 |  |  |  | 9,003,968 |  |  |  | 6,285,970 |
Income per common share |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.56 |  |  | $ | 0.39 |  |  | $ | 0.74 |  |  | $ | 0.90 |
Diluted |  | $ | 0.56 |  |  | $ | 0.39 |  |  | $ | 0.74 |  |  | $ | 0.90 |

There were no antidilutive shares of common stock for the six months ended June 30, 2025 and 2024.

Note 6. Fair Value Measurements

Determination of Fair Value

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the “Fair Value Measurement and Disclosures” topic of FASB ASC, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The fair value guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

Fair Value Hierarchy

In accordance with this guidance, the Company groups its assets and liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

| Level 1 - | Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

| Level 2 - | Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

| Level 3 - | Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which determination of fair value requires a significant management judgment or estimation.

An instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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Notes to Consolidated Financial Statements (Unaudited)

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a recurring basis in the financial statements:

Securities available for sale

Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured utilizing independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2).

Derivative asset/liability - cash flow hedges

Cash flow hedges are recorded at fair value on a recurring basis. The fair value of the Company's cash flow hedges is determined by a third-party vendor using the discounted cash flow method (Level 2).

The following tables present the balances of assets measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 (in thousands).

|  |  |  |  |  | Fair Value Measurements at June 30, 2025 |
Description |  | Balance as of June 30, 2025 |  |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Securities available for sale |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury securities |  | $ | 38,807 |  |  | $ | — |  |  | $ | 38,807 |  |  | $ | — |
U.S. agency and mortgage-backed securities |  |  | 94,660 |  |  |  | — |  |  |  | 94,660 |  |  |  | — |
Obligations of states and political subdivisions |  |  | 54,112 |  |  |  | — |  |  |  | 54,112 |  |  |  | — |
Total securities available for sale |  | $ | 187,579 |  |  | $ | — |  |  | $ | 187,579 |  |  | $ | — |
Derivatives - cash flow hedges |  |  | 2,363 |  |  |  | — |  |  |  | 2,363 |  |  |  | — |
Total assets |  | $ | 189,942 |  |  | $ | — |  |  | $ | 189,942 |  |  | $ | — |

|  |  |  |  |  | Fair Value Measurements at December 31, 2024 |
Description |  | Balance as of December 31, 2024 |  |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |
Assets: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Securities available for sale |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
U.S. Treasury securities |  | $ | 11,688 |  |  | $ | — |  |  | $ | 11,688 |  |  | $ | — |
U.S. agency and mortgage-backed securities |  |  | 98,039 |  |  |  | — |  |  |  | 98,039 |  |  |  | — |
Obligations of states and political subdivisions |  |  | 54,120 |  |  |  | — |  |  |  | 54,120 |  |  |  | — |
Total securities available for sale |  | $ | 163,847 |  |  | $ | — |  |  | $ | 163,847 |  |  | $ | — |
Derivatives - cash flow hedges |  |  | 2,690 |  |  |  | — |  |  |  | 2,690 |  |  |  | — |
Total assets |  | $ | 166,537 |  |  | $ | — |  |  | $ | 166,537 |  |  | $ | — |

Certain assets are measured at fair value on a nonrecurring basis in accordance with GAAP. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements:

Collateral Dependent Loans with an ACLL

In accordance with ASC 326, the Company may determine that an individual loan exhibits unique risk characteristics which differentiate it from other loans within our loan pools. In such cases, the loans are evaluated for expected credit losses on an individual basis and excluded from the collective evaluation. Specific allocations of the allowance for credit losses are determined by analyzing the borrower’s ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower’s industry, among other things. A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. In such cases, expected credit losses are based on the fair value of the collateral at the measurement date, adjusted for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. We reevaluate the fair value of collateral supporting collateral dependent loans on a quarterly basis. The fair value of real estate collateral supporting collateral dependent loans is evaluated by appraisal services using a methodology that is consistent with the Uniform Standards of Professional Appraisal Practice. There was a no allowance for credit losses on collateral dependent loans at June 30, 2025 and December 31, 2024.

Loans Held for Sale

Loans held for sale are carried at the lower of cost or market value. These loans currently consist of one-to-four family residential loans originated for sale in the secondary market. Fair value is based on the price the secondary markets are currently offering for similar loans using observable market data which is not materially different than cost due to the short duration between origination and sale (Level 2). The Company records any fair value adjustments on a nonrecurring basis. No nonrecurring fair value adjustments were recorded on loans held for sale during period ended June 30, 2025 and the year ended December 31, 2024.

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Notes to Consolidated Financial Statements (Unaudited)

Other Real Estate Owned

Certain assets such as other real estate owned (OREO) are measured at fair value less cost to sell. Valuation of OREO is determined using current appraisals from independent parties, a Level 2 input. If current appraisals cannot be obtained prior to reporting dates, or if declines in value are identified after a recent appraisal is received, appraisal values are discounted, resulting in Level 3 estimates. If the Company markets the property with a realtor, estimated selling costs reduce the fair value, resulting in a valuation based on Level 3 inputs.

There were no assets measured at fair value on a nonrecurring basis for the six months ended June 30, 2025. The following tables summarize the Company’s assets that were measured at fair value on a nonrecurring basis during the period ended December 31, 2024 (dollars in thousands):

|  |  |  |  |  | Fair Value Measurements at December 31, 2024 |
Description |  | Balance as of December 31, 2024 |  |  | Quoted Prices in Active Markets for Identical Assets (Level 1) |  |  | Significant Other Observable Inputs (Level 2) |  |  | Significant Unobservable Inputs (Level 3) |
Other real estate owned |  | $ | 53 |  |  | $ | — |  |  | $ | — |  |  | $ | 53 |

|  | Quantitative information about Level 3 Fair Value Measurements for December 31, 2024 |
|  | Fair Value |  | Valuation Technique |  | Unobservable Input |  | Range (Weighted Average) (1) |
Other real estate owned |  | $ | 53 |  | Property appraisals |  | Selling cost |  |  | 10.00 | %

(1) | Unobservable inputs were weighted by the relative fair value of the instruments.

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Notes to Consolidated Financial Statements (Unaudited)

Accounting guidance requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The carrying values and estimated fair values of the Company’s financial instruments at June 30, 2025 and December 31, 2024 are as follows (in thousands):

|  |  |  |  |  | Fair Value Measurements at June 30, 2025 Using |
|  | Carrying Amount |  |  | Quoted Prices in Active Markets for Identical Assets Level 1 |  |  | Significant Other Observable Inputs Level 2 |  |  | Significant Unobservable Inputs Level 3 |  |  | Fair Value |
Financial Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and interest-bearing deposits in banks |  | $ | 194,315 |  |  | $ | 194,315 |  |  | $ | — |  |  | $ | — |  |  | $ | 194,315 |
Securities available for sale |  |  | 187,579 |  |  |  | — |  |  |  | 187,579 |  |  |  | — |  |  |  | 187,579 |
Securities held to maturity |  |  | 106,430 |  |  |  | — |  |  |  | 97,631 |  |  |  | — |  |  |  | 97,631 |
Restricted securities |  |  | 5,624 |  |  |  | — |  |  |  | 5,624 |  |  |  | — |  |  |  | 5,624 |
Loans held for sale |  |  | 415 |  |  |  | — |  |  |  | 415 |  |  |  | — |  |  |  | 415 |
Loans, net |  |  | 1,427,836 |  |  |  | — |  |  |  | — |  |  |  | 1,397,172 |  |  |  | 1,397,172 |
Bank owned life insurance |  |  | 38,367 |  |  |  | — |  |  |  | 38,367 |  |  |  | — |  |  |  | 38,367 |
Accrued interest receivable |  |  | 6,143 |  |  |  | — |  |  |  | 6,143 |  |  |  | — |  |  |  | 6,143 |
Derivatives - cash flow hedges |  |  | 2,363 |  |  |  | — |  |  |  | 2,363 |  |  |  | — |  |  |  | 2,363 |
Financial Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  | $ | 1,803,166 |  |  | $ | — |  |  | $ | 1,441,861 |  |  | $ | 358,027 |  |  | $ | 1,799,888 |
Other borrowings |  |  | 25,000 |  |  |  | — |  |  |  | 24,953 |  |  |  | — |  |  |  | 24,953 |
Subordinated debt |  |  | 21,148 |  |  |  | — |  |  |  | — |  |  |  | 19,668 |  |  |  | 19,668 |
Junior subordinated debt |  |  | 9,279 |  |  |  | — |  |  |  | — |  |  |  | 8,510 |  |  |  | 8,510 |
Accrued interest payable |  |  | 1,762 |  |  |  | — |  |  |  | 1,762 |  |  |  | — |  |  |  | 1762 |

|  |  |  |  |  | Fair Value Measurements at December 31, 2024 Using |
|  | Carrying Amount |  |  | Quoted Prices in Active Markets for Identical Assets Level 1 |  |  | Significant Other Observable Inputs Level 2 |  |  | Significant Unobservable Inputs Level 3 |  |  | Fair Value |
Financial Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and interest-bearing deposits in banks |  | $ | 162,874 |  |  | $ | 162,874 |  |  | $ | — |  |  | $ | — |  |  | $ | 162,874 |
Securities available for sale |  |  | 163,847 |  |  |  | — |  |  |  | 163,847 |  |  |  | — |  |  |  | 163,847 |
Securities held to maturity |  |  | 109,741 |  |  |  | — |  |  |  | 109,741 |  |  |  | — |  |  |  | 109,741 |
Restricted securities |  |  | 3,741 |  |  |  | — |  |  |  | 3,741 |  |  |  | — |  |  |  | 3,741 |
Loans held for sale |  |  | 409 |  |  |  | — |  |  |  | 409 |  |  |  | — |  |  |  | 409 |
Loans, net |  |  | 1,450,195 |  |  |  | — |  |  |  | — |  |  |  | 1,408,574 |  |  |  | 1,408,574 |
Bank owned life insurance |  |  | 37,873 |  |  |  | — |  |  |  | 37,873 |  |  |  | — |  |  |  | 37,873 |
Accrued interest receivable |  |  | 6,020 |  |  |  | — |  |  |  | 6,020 |  |  |  | — |  |  |  | 6,020 |
Derivatives - cash flow hedges |  |  | 2,690 |  |  |  | — |  |  |  | 2,690 |  |  |  | — |  |  |  | 2,690 |
Financial Liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  | $ | 1,803,778 |  |  | $ | — |  |  | $ | 1,445,033 |  |  | $ | 356,824 |  |  | $ | 1,801,857 |
Subordinated debt |  |  | 21,176 |  |  |  | — |  |  |  | — |  |  |  | 23,596 |  |  |  | 23,596 |
Junior subordinated debt |  |  | 9,279 |  |  |  | — |  |  |  | — |  |  |  | 12,310 |  |  |  | 12,310 |
Accrued interest payable |  |  | 964 |  |  |  | — |  |  |  | 964 |  |  |  | — |  |  |  | 964 |

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Notes to Consolidated Financial Statements (Unaudited)

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

Note 7. Stock Compensation Plans

On May 10, 2023, the Company’s shareholders approved the First National Corporation 2023 Stock Incentive Plan, which replaced the 2014 Stock Incentive Plan and makes available up to 325,000 shares of common stock for the granting of stock options, restricted stock awards, restricted stock units, stock appreciation rights, and other stock-based awards. Beginning on May 11, 2023, new equity awards granted by the Company are from the 2023 Stock Incentive Plan and not from the 2014 Stock Incentive Plan. Awards are made at the discretion of the Board of Directors and compensation cost equal to the fair value of the award is recognized over the vesting period.

Stock Awards

Whenever the Company deems it appropriate to grant a stock award, the recipient receives a specified number of unrestricted shares of employer stock. Stock awards may be made by the Company at its discretion without cash consideration and may be granted as settlement of a performance-based compensation award.

There was no compensation expense related to stock awards for the six months ended June 30, 2025 and 2024.

Restricted Stock Units

Restricted stock units are an award of units that correspond in number and value to a specified number of shares of employer stock which the recipient receives according to a vesting plan and distribution schedule after achieving required performance milestones or upon remaining with the employer for a particular length of time. Each restricted stock unit that vests entitles the recipient to receive one share of common stock on a specified issuance date.

During the first quarter of 2025, 18,455 restricted stock units were granted to employees, with 3,851 units vesting on February 15, 2025, and 14,604 units subject to a three year vesting schedule. The recipient does not have any stockholder rights, including voting, dividend, or liquidation rights, with respect to the shares underlying awarded restricted stock units until vesting has occurred and the recipient becomes the record holder of those shares. The unvested restricted stock units will vest on the established schedule if the employees remain employed by the Company on future vesting dates.

A summary of the activity for the Company’s restricted stock units for the period indicated is presented in the following table:

|  | Six Months Ended |
|  | June 30, 2025 |
|  | Shares |  |  | Weighted Average Grant Date Fair Value |
Unvested, beginning of year |  |  | 85,512 |  |  | $ | 21.57 |
Granted |  |  | 18,455 |  |  |  | 25.61 |
Vested |  |  | (15,061 | ) |  |  | 19.49 |
Forfeited |  |  | (5,000 | ) |  |  | — |
Unvested, end of period |  |  | 83,906 |  |  | $ | 22.76 |

The total unrecognized pre-tax compensation expense related to unvested restricted stock unit awards was $1.4 million at June 30, 2025 and $404 thousand at June 30, 2024. This expense is expected to be recognized through 2028. Compensation expense related to restricted stock unit awards recognized for the six months ended June 30, 2025 and 2024 totaled $445 thousand and $202 thousand, respectively.

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Notes to Consolidated Financial Statements (Unaudited)

Note 8. Accumulated Other Comprehensive (Loss)

Changes in each component of accumulated other comprehensive (loss) were as follows (in thousands):

|  | Net Unrealized Gains (Losses) on Securities |  |  | Change in Fair Value of Cash Flow Hedges |  |  | Accumulated Other Comprehensive (Loss) |
Balance at March 31, 2024 |  | $ | (21,627 | ) |  | $ | 2,110 |  |  | $ | (19,517 | )
Unrealized holding gains (net of tax, $56) |  |  | 211 |  |  |  | — |  |  |  | 211 |
Amortization of unrealized holding losses on available-for-sale securities transferred to held to maturity (net of tax of $67) |  |  | 253 |  |  |  | — |  |  |  | 253 |
Change in fair value of cash flow hedge (net of tax, $3) |  |  | — |  |  |  | 11 |  |  |  | 11 |
Change during period |  |  | 464 |  |  |  | 11 |  |  |  | 475 |
Balance at June 30, 2024 |  | $ | (21,163 | ) |  | $ | 2,121 |  |  | $ | (19,042 | )
Balance at March 31, 2025 |  | $ | (19,017 | ) |  | $ | 1,954 |  |  |  | (17,063 | )
Unrealized holding gains (net of tax, $231) |  |  | 868 |  |  |  | — |  |  |  | 868 |
Amortization of unrealized holding losses on available-for-sale securities transferred to held to maturity (net of tax of $51) |  |  | 191 |  |  |  | — |  |  |  | 191 |
Change in fair value of cash flow hedge (net of tax, ($23)) |  |  | — |  |  |  | (88 | ) |  |  | (88 | )
Change during period |  |  | 1,059 |  |  |  | (88 | ) |  |  | 971 |
Balance at June 30, 2025 |  | $ | (17,958 | ) |  | $ | 1,866 |  |  | $ | (16,092 | )

|  | Net Unrealized Gains (Losses) on Securities |  |  | Change in Fair Value of Cash Flow Hedges |  |  | Accumulated Other Comprehensive (Loss) |
Balance at December 31, 2023 |  | $ | (20,671 | ) |  | $ | 1,965 |  |  | $ | (18,706 | )
Unrealized holding losses (net of tax, ($274)) |  |  | (1,035 | ) |  |  | — |  |  |  | (1,035 | )
Amortization of unrealized holding losses on available-for-sale securities transferred to held to maturity (net of tax of $144) |  |  | 543 |  |  |  | — |  |  |  | 543 |
Change in fair value of cash flow hedge (net of tax, $41) |  |  | — |  |  |  | 156 |  |  |  | 156 |
Change during period |  |  | (492 | ) |  |  | 156 |  |  |  | (336 | )
Balance at June 30, 2024 |  | $ | (21,163 | ) |  | $ | 2,121 |  |  | $ | (19,042 | )
Balance at December 31, 2024 |  | $ | (20,817 | ) |  | $ | 2,125 |  |  | $ | (18,692 | )
Unrealized holding gains (net of tax, $659) |  |  | 2,480 |  |  |  | — |  |  |  | 2,480 |
Amortization of unrealized holding losses on available-for-sale securities transferred to held to maturity (net of tax of $101) |  |  | 379 |  |  |  | — |  |  |  | 379 |
Change in fair value of cash flow hedge (net of tax, ($69)) |  |  | — |  |  |  | (259 | ) |  |  | (259 | )
Change during period |  |  | 2,859 |  |  |  | (259 | ) |  |  | 2,600 |
Balance at June 30, 2025 |  | $ | (17,958 | ) |  | $ | 1,866 |  |  | $ | (16,092 | )

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Notes to Consolidated Financial Statements (Unaudited)

Note 9. Revenue Recognition

Most revenue associated with financial instruments, including interest income, loan origination fees, and credit card fees, is outside the scope of ASC topic 606. Gains and losses on investment securities, derivatives, financial guarantees, and sales of financial instruments are similarly excluded from the scope. The guidance is applicable to noninterest revenue streams such as service charges on deposit accounts, ATM and check card fees, wealth management fees, and fees for other customer services. Noninterest revenue streams within the scope of Topic 606 are discussed below.

Service charges on deposit accounts

Service charges on deposit accounts consist of monthly service fees, overdraft and nonsufficient funds fees, and other deposit account related fees. The Company's performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers' accounts. Overdraft and nonsufficient funds fees and other deposit account related fees are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time.

ATM and check card fees

ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. ATM fees are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Check card fees are primarily comprised of interchange fee income. Interchange fees are earned whenever the Company's debit cards are processed through card payment networks, such as Visa. The Company's performance obligation for interchange fee income is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month.

Wealth management fees

Wealth management fees are primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Company's performance obligation is generally satisfied over time and the resulting fees are primarily recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month-end through a direct charge to customers' accounts. Estate management fees are based upon the size of the estate. Revenue for estate management fees are recorded periodically, according to a fee schedule, and are based on the services that have been provided.

Brokered mortgage fees

Brokered mortgage fees are comprised of loan fee income earned from generating loans in the secondary market. Brokered mortgage fee income is recognized at loan closing.

Fees for other customer services

Fees for other customer services include fees for brokered loans, check ordering charges, merchant services income, safe deposit box rental fees, and other service charges. Check ordering charges are transactional based, and therefore, the Company's performance obligation is satisfied, and related revenue recognized, at a point in time. Merchant services income mainly represent fees charged to merchants to process their debit and credit card transactions. The Company's performance obligation for merchant services income is largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of payment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation.

The following table presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Accounting Standards Codification Topic 606, for the three and six months ended June 30, 2025 and 2024 (in thousands):

|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, 2025 |  |  | June 30, 2024 |  |  | June 30, 2025 |  |  | June 30, 2024 |
Noninterest Income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Service charges on deposit accounts |  | $ | 1,020 |  |  | $ | 612 |  |  | $ | 2,033 |  |  | $ | 1,266 |
ATM and check card fees |  |  | 1,128 |  |  |  | 809 |  |  |  | 2,124 |  |  |  | 1,579 |
Wealth management fees |  |  | 867 |  |  |  | 879 |  |  |  | 1,765 |  |  |  | 1,762 |
Brokered mortgage fees |  |  | 183 |  |  |  | 32 |  |  |  | 293 |  |  |  | 70 |
Fees for other customer services |  |  | 230 |  |  |  | 178 |  |  |  | 488 |  |  |  | 373 |
Noninterest income (in-scope of Topic 606) |  | $ | 3,428 |  |  | $ | 2,510 |  |  | $ | 6,703 |  |  | $ | 5,050 |
Noninterest income (out-of-scope of Topic 606) |  |  | 461 |  |  |  | 176 |  |  |  | 797 |  |  |  | 1,683 |
Total noninterest income |  | $ | 3,889 |  |  | $ | 2,686 |  |  | $ | 7,500 |  |  | $ | 6,733 |

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Notes to Consolidated Financial Statements (Unaudited)

Note 10. Derivative Financial Instruments

On April 21, 2020, the Company entered into two interest rate swap agreements related to its outstanding junior subordinated debt. One swap agreement was related to the Company’s junior subordinated debt with a redemption date of June 17, 2034, which became effective on March 17, 2020. The notional amount of the interest rate swap was $5.0 million and terminates on June 17, 2034. Under the terms of the agreement, the Company pays interest quarterly at a fixed annual rate of 0.79% and receives interest quarterly at a variable rate of the three-month term secured overnight finance rate (SOFR). The variable rate resets on each interest payment date. The other swap agreement was related to the Company’s junior subordinated debt with a redemption date of October 1, 2036, which became effective on April 1, 2020. The notional amount of the interest rate swap was $4.0 million and terminates on October 1, 2036. Under the terms of the agreement, the Company pays interest quarterly at a fixed annual rate of 0.82% and receives interest quarterly at a variable rate of the three-month term SOFR. The variable rate resets on each interest payment date.

The Company entered into interest rate swaps to reduce interest rate risk and to manage interest expense. By entering into these agreements, the Company converted variable rate debt into fixed rate debt. Alternatively, the Company may enter into interest rate swap agreements to convert fixed rate debt into variable rate debt. Interest differentials paid or received under interest rate swap agreements are reflected as adjustments to interest expense. The Company designated the interest rate swaps as hedging instruments in qualifying cash flow hedges. Changes in fair value of these designated hedging instruments are reported as a component of other comprehensive (loss) income. Interest rate swaps designated as cash flow hedges are expected to be highly effective in offsetting the effect of changes in interest rates on the amount of variable rate interest payments, and the Company assesses the effectiveness of each hedging relationship quarterly. If the Company determines that a cash flow hedge is no longer highly effective, future changes in the fair value of the hedging instrument would be reported as earnings. As of June 30, 2025, the Company has designated cash flow hedges to manage its exposure to variability in cash flows on certain variable rate borrowings for periods that end between June 2034 and October 2036. The notional amounts of the interest rate swaps were not exchanged and do not represent exposure to credit loss. In the event of default by a counterparty, the risk in these transactions is the cost of replacing the agreements at current market rates.

All interest rate swaps were entered into with counterparties that met the Company's credit standards and the agreements contain collateral provisions protecting the at-risk party. The Company believes that the credit risk inherent in these derivative contracts is not significant.

Unrealized gains or losses recorded in other comprehensive (loss) income related to cash flow hedges are reclassified into earnings in the same period(s) during which the hedged interest payments affect earnings. When a designated hedging instrument is terminated and the hedged interest payments remain probable of occurring, any remaining unrecognized gain or loss in other comprehensive (loss) income is reclassified into earnings in the period(s) during which the forecasted interest payments affect earnings. Amounts reclassified into earnings and interest receivable or payable under designated interest rate swaps are reported in interest expense. The Company does not expect any unrealized losses related to cash flow hedges to be reclassified into earnings in the next twelve months.

The following table summarizes key elements of the Company's derivative instruments at June 30, 2025 and December 31, 2024 (in thousands):

|  | June 30, 2025 |
|  | Notional Amount |  |  | Assets |  |  | Liabilities |  |  | Collateral Pledged(1) |
Cash Flow Hedges |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest rate swap contracts |  | $ | 9,000 |  |  | $ | 2,363 |  |  | $ | — |  |  | $ | — |

|  | December 31, 2024 |
|  | Notional Amount |  |  | Assets |  |  | Liabilities |  |  | Collateral Pledged(1) |
Cash Flow Hedges |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest rate swap contracts |  | $ | 9,000 |  |  | $ | 2,690 |  |  | $ | — |  |  | $ | — |

(1) | Collateral pledged may be comprised of cash or securities.

Note 11. Acquisition

On October 1, 2024, the Company completed its previously announced acquisition of Touchstone, the holding company for Touchstone Bank headquartered in Prince George, Virginia. Under the terms of the merger agreement, at the effective time of the Merger, each outstanding share of Touchstone common stock was converted into 0.55 shares of the Company’s common stock, resulting in 2.7 million additional shares issued, or aggregate consideration of $46.8 million, based on the closing price per share of the Company’s common stock as quoted on the NASDAQ Capital Market on September 30, 2024, which was the last trading day prior to the consummation of the merger. With the acquisition of Touchstone, the Company acquired 12 branches, deepening its presence in central Virginia and expanding its franchise into contiguous markets in southern Virginia and northern North Carolina. As a result of the Touchstone merger, the Company recognized a preliminary bargain purchase gain of $2.9 million.

Following the Merger, the former branches of Touchstone Bank assumed in the Merger continued to operate in Virginia as Touchstone Bank, a division of First Bank, and, in North Carolina, as Touchstone Bank, a division of First Bank, Strasburg, Virginia, until the system integration was completed in February 2025. Following the system integration, the former branches of Touchstone Bank now operate in Virginia as First Bank and in North Carolina as First Bank of the Commonwealth. The combined company delivers banking services through thirty-three branch offices in Virginia and North Carolina and three loan production offices, in addition to a wide array of online banking services. The Company incurred merger costs totaling $2.0 million and $7.2 million for the six months ending June 30, 2025, and year ended December 31, 2024, respectively.

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Notes to Consolidated Financial Statements (Unaudited)

As a result of the Touchstone acquisition, the Company recognized a preliminary bargain purchase gain of $2.9 million. While the Company believes that the information available on October 1, 2024, provided a reasonable basis for estimating fair value, the Company may obtain additional information and evidence during the measurement period that could result in changes to the estimated fair value amounts and associated bargain purchase gain recorded. Valuations subject to change include, but are not limited to: Loans, identified intangible assets, certain deposits, borrowings, income taxes, and certain other assets and liabilities. Subsequent adjustments, if necessary, will be reflected in future filings. The following table provides a preliminary assessment of the consideration transferred and the fair value of the assets acquired and liabilities assumed as of the date of the acquisition (dollars in thousands).

Purchase price consideration: |  |  |  |
Fair value of shares of the Company’s common stock |  | $ | 46,789 |
Cash paid for fractional shares |  |  | 10 |
Total purchase price |  | $ | 46,799 |
Fair value of assets acquired: |  |  |  |
Cash and cash equivalents |  | $ | 70,253 |
Securities AFS |  |  | 62,166 |
Loans, net accretion |  |  | 479,341 |
Premises and equipment |  |  | 11,388 |
CDI and other intangibles |  |  | 15,329 |
Bank owned life insurance |  |  | 12,617 |
Other assets |  |  | 13,232 |
Total assets |  | $ | 664,326 |
Fair value of liabilities assumed: |  |  |  |
Deposits |  | $ | 555,439 |
Short-term borrowings |  |  | 39,305 |
Subordinated debt |  |  | 16,176 |
Other liabilities |  |  | 3,687 |
Total liabilities |  | $ | 614,607 |
Fair value of net assets acquired |  | $ | 49,719 |
Preliminary bargain purchase gain |  | $ | 2,920 |

The Company assessed the fair value based on the following methods for the significant assets acquired and liabilities assumed:

Cash and cash equivalents: The fair value was determined to approximate the carrying amount based on the short-term nature of these assets.

Securities AFS: The fair value of the investment portfolio was based on quoted market prices and dealer quotes and pricing obtained from independent pricing services.

Loans: Fair values for loans were estimated using a discounted cash flow analysis that considered factors including loan type, interest rate type, prepayment speeds, duration, and current discount rates. The discount rates used for loans were based on current market rates for new originations of comparable loans and factored in adjustments for any expected liquidity events. Expected cash flows were derived using inputs that considered estimated credit losses and prepayments.

Premises and equipment: The fair value of bank premises and equipment held for use was valued by obtaining recent market data for similar property types with adjustments for characteristics of individual properties.

Core Deposit Intangibles, net: Core Deposit Intangibles (CDI) represents the future economic benefit of acquired customer deposits. The fair value of the CDI asset was estimated based on a discounted cash flow methodology that incorporated expected customer attrition rates, cost of deposit base, net maintenance cost associated with customer deposits, and the cost for alternative funding sources. The discount rates used were based on market rates.

Bank Owned Life Insurance (BOLI): The fair value of BOLI is carried at its current cash surrender value, which is the most reasonable estimate of fair value.

Deposits: The fair value of interest bearing and non-interest bearing deposits is the amount payable on demand at the acquisition date. The fair value of time deposits was estimated using a discounted cash flow calculation that includes a market rate analysis of the current rates offered by market participants for certificates of deposits that mature in the same period.

Other Borrowings: Acquired other borrowings consisted of FHLB short term borrowings. The fair value of the short-term borrowings was based on the immediate repayment of the advances on Day 2.

Subordinated Debt: The fair values of the Company’s subordinated debt holdings were estimated using discounted cash flow analyses, based on the current incremental borrowing rates for similar types of borrowing arrangements.

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Notes to Consolidated Financial Statements (Unaudited)

Fair Value Premiums and Discounts

The net effect of the amortization and accretion of premiums and discounts associated with the Company’s acquisition accounting adjustments, which includes previous acquisitions in addition to Touchstone, had the following impact on the Consolidated Statements of Income for the three and six months ended June 30, 2025 and June 30, 2024, as follows (in thousands):

|  | For the Three Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Loans (1) |  | $ | 930 |  |  | $ | 93 |
Buildings (2) |  |  | 11 |  |  |  | 5 |
Core deposit intangible (3) |  |  | 441 |  |  |  | 4 |
Subordinated Debt (4) |  |  | (186 | ) |  |  | — |
Time deposits (5) |  |  | 163 |  |  |  | — |
Net impact to income before taxes |  | $ | 1,359 |  |  | $ | 102 |

|  | For the Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Loans (1) |  | $ | 736 |  |  | $ | 192 |
Buildings (2) |  |  | 22 |  |  |  | 10 |
Core deposit intangible (3) |  |  | 883 |  |  |  | 9 |
Subordinated Debt (4) |  |  | (471 | ) |  |  | — |
Time deposits (5) |  |  | 606 |  |  |  | — |
Net impact to income before taxes |  | $ | 1,776 |  |  | $ | 211 |

(1) Loan acquisition-related fair value adjustments accretion is included in "Interest and fees on loans" in the "Interest and dividend income" section of the Company’s Consolidated Statements of Income.

(2) Building and lease acquisition-related fair value adjustments amortization is included in "Occupancy expenses" in the "Noninterest expense" section of the Company’s Consolidated Statements of Income.

(3) Core deposit and other intangible premium amortization is included in "Amortization expense" in the "Noninterest expense" section of the Company’s Consolidated Statements of Income.

(4) Borrowings acquisition-related fair value adjustments (accretion) amortization is included in "Interest on subordinated debt" in the "Interest Expense" section of the Company’s Consolidated Statements of Income.

(5) Certificate of deposit acquisition-related fair value adjustments (accretion) amortization is included in "Interest on deposits" in the "Interest expense" section of the Company’s Consolidated Statements of Income.

Other Intangible Assets

Other intangible assets consist of the core deposit intangible which is being amortized on an accelerated basis over its estimated useful life of 7 years. During the year ended December 31, 2024, the Company recorded $15.3 million of core deposit intangibles associated with the acquisition of Touchstone.

The gross carrying amounts and accumulated amortization of other intangible assets for the three and six months ended June 30, 2025 and June 30, 2024, were as follows (in thousands):

|  | For the Three Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Beginning of period, March 31 |  | $ | 14,543 |  |  | $ | 113 |
Core deposit intangible acquired |  |  | — |  |  |  | — |
Amortization |  |  | (441 | ) |  |  | (5 | )
Total core deposit intangible |  | $ | 14,102 |  |  | $ | 108 |

|  | For the Six Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Beginning of period, December 31 |  | $ | 14,985 |  |  | $ | 117 |
Core deposit intangible acquired |  |  | — |  |  |  | — |
Amortization |  |  | (883 | ) |  |  | (9 | )
Total core deposit intangible |  | $ | 14,102 |  |  | $ | 108 |

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Notes to Consolidated Financial Statements (Unaudited)

The Company reviews other intangible assets for possible impairment whenever events or changes in circumstances indicate that the carry amounts may not be recoverable. Total amortization expense associated with intangible assets was $883 thousand for the six months ended June 30, 2025.

Estimated amortization expense for future years is as follows (in thousands):

|  | Estimated Amortization |
Remaining six months ending December 31, 2025 |  | $ | 884 |
2026 |  |  | 1,736 |
2027 |  |  | 1,697 |
2028 |  |  | 1,651 |
2029 |  |  | 1,596 |
Thereafter |  |  | 6,538 |
Total |  | $ | 14,102 |

Note 12. Segment Reporting

The Company has two reportable segments. Each reportable segment is a strategic business unit that offers different products and services. They are managed separately, because each segment appeals to different markets and, accordingly, require different technology and marketing strategies. The accounting policies of the segments are the same as those described in the summary of significant accounting policies provided earlier in this report.

The reportable segments are:

| ● | Community Banking - The Community Banking segment involves making loans and generating deposits from individuals, businesses, and charitable organizations. Loan fee income, service charges from deposit accounts, and other non-interest-related fees, such as fees for debit cards and ATM usage and fees for brokered mortgage services, generates income for the Banking segment.

| ● | Wealth Management Services – Wealth Management Services offers corporate trustee services, trust and estate administration, IRA administration and custody services. Revenue for this segment is generated from administration, service and custody fees, as well as, management fees which are derived from assets under management. Investment management services currently are offered through in-house and third-party managers.

The Company's chief operating decision maker (CODM) is the President and Chief Operating Officer of the Bank. The CODM uses income, operating expenses and net income to evaluate income generated from the operating segments. Net income is used to monitor budget versus actual results and profitability. Financials of the operating segments are reviewed monthly to assess the performance of the segments.

Segment information for the three and six months ended June 30, 2025 and 2024, is shown in the following tables. Note that asset information is not reported below, as the assets of the Company are reported at the Bank level. Assets under management by Wealth Management Services were $481 million at the end of the second quarter.

|  | For the Six Months Ended June 30, 2025 |
(in thousands) |  | Community Banking |  |  | Wealth Management |  |  | Total |
Interest Income |  | $ | 49,046 |  |  | $ | 140 |  |  | $ | 49,186 |
Interest Expense |  |  | 13,187 |  |  |  | — |  |  |  | 13,187 |
Net interest income |  | $ | 35,859 |  |  | $ | 140 |  |  | $ | 35,999 |
Provision for credit losses |  |  | 1,743 |  |  |  | — |  |  |  | 1,743 |
Net interest income after provision for credit losses |  | $ | 34,116 |  |  | $ | 140 |  |  | $ | 34,256 |
Noninterest Income: |  |  |  |  |  |  |  |  |  |  |  |
Service charges on deposit accounts |  | $ | 2,033 |  |  | $ | — |  |  | $ | 2,033 |
ATM and check card fees |  |  | 2,124 |  |  |  | — |  |  |  | 2,124 |
Wealth management fees |  |  | — |  |  |  | 1,765 |  |  |  | 1,765 |
Other operating income |  |  | 1,578 |  |  |  | — |  |  |  | 1,578 |
Total noninterest income |  | $ | 5,735 |  |  | $ | 1,765 |  |  | $ | 7,500 |
Noninterest Expense: |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  | $ | 16,294 |  |  | $ | 428 |  |  | $ | 16,722 |
Occupancy |  |  | 1,999 |  |  |  | 14 |  |  |  | 2,013 |
Equipment |  |  | 2,080 |  |  |  | 2 |  |  |  | 2,082 |
Legal and professional fees |  |  | 1,115 |  |  |  | — |  |  |  | 1,115 |
Data processing expense |  |  | 1,193 |  |  |  | 73 |  |  |  | 1,266 |
Investment management |  |  | — |  |  |  | 635 |  |  |  | 635 |
Other operating expense |  |  | 9,674 |  |  |  | 19 |  |  |  | 9,693 |
Total noninterest expense |  | $ | 32,355 |  |  | $ | 1,171 |  |  | $ | 33,526 |
Income before income taxes |  | $ | 7,496 |  |  | $ | 734 |  |  | $ | 8,230 |
Income tax expense |  |  | 1,440 |  |  |  | 141 |  |  |  | 1,581 |
Net income |  | $ | 6,056 |  |  | $ | 593 |  |  | $ | 6,649 |

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Notes to Consolidated Financial Statements (Unaudited)

|  | For the Six Months Ended June 30, 2024 |
(in thousands) |  | Community Banking |  |  | Wealth Management |  |  | Total |
Interest Income |  | $ | 33,247 |  |  | $ | 142 |  |  | $ | 33,389 |
Interest Expense |  |  | 11,045 |  |  |  | — |  |  |  | 11,045 |
Net interest income |  | $ | 22,202 |  |  | $ | 142 |  |  | $ | 22,344 |
Provision for credit losses |  |  | 1,400 |  |  |  | — |  |  |  | 1,400 |
Net interest income after provision for credit losses |  | $ | 20,802 |  |  | $ | 142 |  |  | $ | 20,944 |
Noninterest Income: |  |  |  |  |  |  |  |  |  |  |  |
Service charges on deposit accounts |  | $ | 1,266 |  |  | $ | — |  |  | $ | 1,266 |
ATM and check card fees |  |  | 1,579 |  |  |  | — |  |  |  | 1,579 |
Wealth management fees |  |  | — |  |  |  | 1,762 |  |  |  | 1,762 |
Other operating income |  |  | 2,126 |  |  |  | — |  |  |  | 2,126 |
Total noninterest income |  | $ | 4,971 |  |  | $ | 1,762 |  |  | $ | 6,733 |
Noninterest Expense: |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  | $ | 11,290 |  |  | $ | 420 |  |  | $ | 11,710 |
Occupancy |  |  | 1,069 |  |  |  | 14 |  |  |  | 1,083 |
Equipment |  |  | 1,280 |  |  |  | 2 |  |  |  | 1,282 |
Legal and professional fees |  |  | 1,576 |  |  |  | — |  |  |  | 1,576 |
Data processing expense |  |  | 336 |  |  |  | 73 |  |  |  | 409 |
Investment management |  |  | — |  |  |  | 658 |  |  |  | 658 |
Other operating expense |  |  | 3,807 |  |  |  | 21 |  |  |  | 3,828 |
Total noninterest expense |  | $ | 19,358 |  |  | $ | 1,188 |  |  | $ | 20,546 |
Income before income taxes |  | $ | 6,415 |  |  | $ | 716 |  |  | $ | 7,131 |
Income tax expense |  |  | 1,331 |  |  |  | 149 |  |  |  | 1,480 |
Net income |  | $ | 5,084 |  |  | $ | 567 |  |  | $ | 5,651 |

|  | For the Three Months Ended June 30, 2025 |
(in thousands) |  | Community Banking |  |  | Wealth Management |  |  | Total |
Interest Income |  | $ | 25,088 |  |  | $ | 77 |  |  | $ | 25,165 |
Interest Expense |  |  | 6,617 |  |  |  | — |  |  |  | 6,617 |
Net interest income |  | $ | 18,471 |  |  | $ | 77 |  |  | $ | 18,548 |
Provision for credit losses |  |  | 911 |  |  |  | — |  |  |  | 911 |
Net interest income after provision for credit losses |  | $ | 17,560 |  |  | $ | 77 |  |  | $ | 17,637 |
Noninterest Income: |  |  |  |  |  |  |  |  |  |  |  |
Service charges on deposit accounts |  | $ | 1,020 |  |  | $ | — |  |  | $ | 1,020 |
ATM and check card fees |  |  | 1,128 |  |  |  | — |  |  |  | 1,128 |
Wealth management fees |  |  | — |  |  |  | 867 |  |  |  | 867 |
Other operating income |  |  | 874 |  |  |  | — |  |  |  | 874 |
Total noninterest income |  | $ | 3,022 |  |  | $ | 867 |  |  | $ | 3,889 |
Noninterest Expense: |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  | $ | 7,834 |  |  | $ | 199 |  |  | $ | 8,033 |
Occupancy |  |  | 937 |  |  |  | 7 |  |  |  | 944 |
Equipment |  |  | 1,056 |  |  |  | 1 |  |  |  | 1,057 |
Legal and professional fees |  |  | 594 |  |  |  | — |  |  |  | 594 |
Data processing expense |  |  | 467 |  |  |  | 37 |  |  |  | 504 |
Investment management |  |  | — |  |  |  | 305 |  |  |  | 305 |
Other operating expense |  |  | 3,745 |  |  |  | 9 |  |  |  | 3,754 |
Total noninterest expense |  | $ | 14,633 |  |  | $ | 558 |  |  | $ | 15,191 |
Income before income taxes |  | $ | 5,949 |  |  | $ | 386 |  |  | $ | 6,335 |
Income tax expense |  |  | 1,198 |  |  |  | 86 |  |  |  | 1,284 |
Net income |  | $ | 4,751 |  |  | $ | 300 |  |  | $ | 5,051 |

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Notes to Consolidated Financial Statements (Unaudited)

|  | For the Three Months Ended June 30, 2024 |
(in thousands) |  | Community Banking |  |  | Wealth Management |  |  | Total |
Interest Income |  | $ | 16,985 |  |  | $ | 70 |  |  | $ | 17,055 |
Interest Expense |  |  | 5,561 |  |  |  | — |  |  |  | 5,561 |
Net interest income |  | $ | 11,424 |  |  | $ | 70 |  |  | $ | 11,494 |
Provision for credit losses |  |  | 400 |  |  |  | — |  |  |  | 400 |
Net interest income after provision for credit losses |  | $ | 11,024 |  |  | $ | 70 |  |  | $ | 11,094 |
Noninterest Income: |  |  |  |  |  |  |  |  |  |  |  |
Service charges on deposit accounts |  | $ | 612 |  |  | $ | — |  |  | $ | 612 |
ATM and check card fees |  |  | 809 |  |  |  | — |  |  |  | 809 |
Wealth management fees |  |  | — |  |  |  | 879 |  |  |  | 879 |
Other operating income |  |  | 386 |  |  |  | — |  |  |  | 386 |
Total noninterest income |  | $ | 1,807 |  |  | $ | 879 |  |  | $ | 2,686 |
Noninterest Expense: |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  | $ | 5,622 |  |  | $ | 217 |  |  | $ | 5,839 |
Occupancy |  |  | 541 |  |  |  | 7 |  |  |  | 548 |
Equipment |  |  | 689 |  |  |  | 2 |  |  |  | 691 |
Legal and professional fees |  |  | 1,124 |  |  |  | — |  |  |  | 1,124 |
Data processing expense |  |  | 127 |  |  |  | 36 |  |  |  | 163 |
Investment management |  |  | — |  |  |  | 330 |  |  |  | 330 |
Other operating expense |  |  | 1,951 |  |  |  | 13 |  |  |  | 1,964 |
Total noninterest expense |  | $ | 10,054 |  |  | $ | 605 |  |  | $ | 10,659 |
Income before income taxes |  | $ | 2,777 |  |  | $ | 344 |  |  | $ | 3,121 |
Income tax expense |  |  | 604 |  |  |  | 75 |  |  |  | 679 |
Net income |  | $ | 2,173 |  |  | $ | 269 |  |  | $ | 2,442 |

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

Cautionary Statement Regarding Forward-Looking Statements

First National Corporation (the Company) makes forward-looking statements in this Form 10-Q that are subject to risks and uncertainties. These forward-looking statements include, but are not limited to, statements regarding profitability, liquidity, adequacy of capital, allowance for credit losses, interest rate sensitivity, market risk, growth strategy, and the impact of the Company's acquisition (the Merger) of Touchstone Bankshares, Inc. (Touchstone), as well as certain financial and other goals. The words “believes,” “expects,” “may,” “will,” “should,” “projects,” “contemplates,” “anticipates,” “forecasts,” “intends,” or other similar words or terms are intended to identify forward-looking statements. These forward-looking statements are subject to significant uncertainties because they are based upon or are affected by factors including:

| • | the ability of the Company and the Bank to realize the anticipated benefits of the Merger;
| • | expected revenue synergies and cost savings from the Merger that may not be fully realized or realized within the expected time frame;
| • | revenues following the Merger that may be lower than expected;
| • | general business conditions, as well as conditions within the financial markets;

| • | general economic conditions, including unemployment levels, inflation and slowdowns in economic growth;

| • | the Company’s branch and market expansions, technology initiatives and other strategic initiatives;

| • | the impact of competition from banks and non-banks, including financial technology companies (Fintech);

| • | the composition of the loan and deposit portfolio, including the types of accounts and customers, may change, which could impact the amount of net interest income and noninterest income in future periods, including revenue from service charges on deposits;

| • | limited availability of financing or inability to raise capital;

| • | reliance on third parties for key services;

| • | the Company’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses;

| • | the quality of the loan portfolio and the value of the collateral securing those loans;
| • | prepayments of loans and securities could materially impact earnings through a reduction in interest income and fees on loans and interest income on securities;
| • | demand for loan products;
| • | deposit flows;

| • | the level of net charge-offs on loans and the adequacy of the allowance for credit losses;

| • | the concentration in loans secured by real estate may adversely affect earnings due to changes in the real estate markets;

| • | the value of securities held in the Company's investment portfolio;

| • | legislative or regulatory changes or actions, including the effects of changes in tax laws;

| • | changes in accounting principles, policies and guidelines and elections made by the Company thereunder;

| • | cyber threats, attacks or events;

| • | the ability to maintain adequate liquidity by retaining deposit customers and secondary funding sources, especially if the Company’s or the industry's reputation were to become damaged;

| • | monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Federal Reserve Board, and the effect of those policies on interest rates and business in the Company's markets;

| • | changes in interest rates could have a negative impact on the value of the Company’s securities portfolio and its net interest income and an unfavorable impact on the Company’s customers’ ability to repay loans;
| • | U.S. and global trade policies and tensions, including change in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and geopolitical instability;
| • | the economic impact of duties, tariffs, or other barriers or restrictions on trade, any retaliatory counter measures, or the volatility and uncertainty arising therefrom;
| • | geopolitical conditions, including acts or threats of terrorism, international hostilities, or actions taken by the U.S. or other governments in response to acts or threats of terrorism and/or military conflicts, which could impact business and economic conditions in the U.S. and abroad; and

| • | other factors identified in Item 1A. Risk Factors of the Company’s Form 10-K for the year ending December 31, 2024.

Because of these and other uncertainties, actual results may be materially different from the results indicated by these forward-looking statements. In addition, past results of operations do not necessarily indicate future results. The following discussion and analysis of the financial condition at June 30, 2025 and statements of income of the Company for the three and six months ended June 30, 2025 and 2024 should be read in conjunction with the consolidated financial statements and related notes included in Part I, Item 1, of this Form 10-Q and in Part II, Item 8, of the Form 10-K for the period ending December 31, 2024. The statements of income for the three and six months ended June 30, 2025 may not be indicative of the results to be achieved for the year.

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Executive Overview

The Company

First National Corporation (the Company) is the bank holding company of:

| • | First Bank (the Bank). The Bank owns:

| • | First Bank Financial Services, Inc.

| • | Shen-Valley Land Holdings, LLC
| • | McKenney Group, LLC

| • | First National (VA) Statutory Trust II (Trust II)

| • | First National (VA) Statutory Trust III (Trust III and, together with Trust II, the Trusts)

First Bank Financial Services, Inc. owns an interest in an entity that provides title insurance services. Shen-Valley Land Holdings, LLC was formed to hold other real estate owned and future office sites. McKenney Group, LLC owns an interest in an entity that provides insurance services. The Trusts were formed for the purpose of issuing redeemable capital securities, commonly known as trust preferred securities and are not included in the Company’s consolidated financial statements in accordance with authoritative accounting guidance because management has determined that the Trusts qualify as variable interest entities.

In March of 2025 two previously held subsidiaries of the Company, Bank of Fincastle Services, Inc. and ESF, LLC, were closed with no material impact to the financials related to the closures.

Products, Services, Customers and Locations

The Bank offers loan, deposit, and wealth management products and services. Loan products and services include consumer loans, residential mortgages, home equity loans, and commercial loans. Deposit products and services include checking accounts, treasury management solutions, savings accounts, money market accounts, certificates of deposit, and individual retirement accounts. Wealth management services include estate planning, investment management of assets, trustee under an agreement, trustee under a will, individual retirement accounts, and estate settlement. Customers include small and medium-sized businesses, individuals, estates, local governmental entities, and non-profit organizations. The Bank’s office locations are well-positioned in attractive markets along the Interstate 81, Interstate 66, and Interstate 64 corridors in the Shenandoah Valley, the Roanoke Valley, south-central regions of Virginia, the Richmond MSA, and northern North Carolina. Within this market area, there are diverse types of industry including medical and professional services, manufacturing, retail, warehousing, government, hospitality, and higher education. The Bank’s products and services are delivered through 33 bank branch offices, three loan production offices, and two customer service centers in retirement communities. For the location and general character of each of these offices, see Item 2 of the Company's Form 10-K for the year ended December 31, 2024. Many of the Bank’s services are also delivered through the Bank’s mobile banking platform, its website, www.fbvirginia.com, and a network of ATMs located throughout its market area.

Revenue Sources and Expense Factors

The primary source of revenue is from net interest income earned by the Bank. Net interest income is the difference between interest income and interest expense and typically represents between 70% and 90% of the Company’s total revenue. Interest income is determined by the amount of interest-earning assets outstanding during the period and the interest rates earned on those assets. The Bank’s interest expense is a function of the amount of interest-bearing liabilities outstanding during the period and the interest rates paid. In addition to net interest income, noninterest income is the other source of revenue for the Company. Noninterest income is derived primarily from service charges on deposits, fee income from wealth management services, and ATM and check card fees.

Primary expense categories are salaries and employee benefits, which comprised 50% of noninterest expenses for the six months ended June 30, 2025, followed by other operating expense, which comprised 10% of noninterest expenses. The provision for credit losses is also typically a primary expense of the Bank. The provision is determined by factors that include net charge-offs, asset quality, economic conditions, and loan growth. Changing economic conditions caused by inflation, recession, unemployment, or other factors beyond the Company’s control have a direct correlation with asset quality, net charge-offs, and ultimately the required provision for credit losses.

Acquisition of Touchstone Bankshares, Inc.

On October 1, 2024, the Company completed the acquisition of Touchstone. Immediately following the Merger, Touchstone Bank, the wholly owned subsidiary of Touchstone, was merged with and into First Bank. Following the Merger, the former branches of Touchstone Bank assumed in the Merger continued to operate in Virginia as Touchstone Bank, a division of First Bank, and, in North Carolina, as Touchstone Bank, a division of First Bank, Strasburg, Virginia, until the system integration was completed in February 2025. Following the system integration, the former branches of Touchstone Bank now operate in Virginia as First Bank and in North Carolina as First Bank of the Commonwealth. The combined company delivers banking services through thirty-three branch offices in Virginia and North Carolina and three loan production offices, in addition to a wide array of online banking services. The Company incurred merger costs totaling $2.0 million and $7.2 million for the six months ending June 30, 2025, and year ended December 31, 2024, respectively.

Overview of Quarterly Financial Performance

Comparing the Three-Month Periods Ending June 30, 2025 and June 30, 2024

Net income increased $2.6 million to $5.1 million, or $0.56 per diluted share, for the three months ended June 30, 2025 , compared to $2.4 million, or $0.39 per diluted share, for the same period in 2024 . Return on average assets was 1.00% and return on average equity was 11.85% for the second quarter of 2025 , compared to 0.68% and 8.31%, respectively, for the same period in 2024 .

The $2.6 million increase in net income resulted primarily from a $6.5 million increase in net interest income after provision, partially offset by a $4.5 million increase in noninterest expenses. Noninterest expense increased due to additional operating expenses from operating and staffing additional branches and infrastructure acquired in the Touchstone merger.

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Net interest income increased by $7.1 million as total interest income increased by $8.1 million and was partially offset by a $1.1 million increase in total interest expense. Primarily as a result of the Touchstone merger, net interest income was positively impacted by a $523.1 million, or 38.2%, increase in average earning assets which was offset by a $371.1 million, or 40.0%, increase in interest bearing liabilities. Net interest income was also positively impacted by a 55-basis point increase in the net interest margin to 3.95%.

Provision for credit losses increased by $511 thousand. For the second quarter of 2025, provision for credit losses totaled $911 thousand and was comprised of a $900 thousand provision for credit losses on loans, a $1 thousand provision for credit losses on unfunded commitments, and a $10 thousand provision for credit losses on securities held-to-maturity. For the same period of 2024, the provision for credit losses totaled $400 thousand.

Noninterest income increased by $1.2 million in the second quarter of 2025 primarily from increases in services charges, ATM and check card fees, brokered mortgage fees, and other operating income.

Noninterest expenses increased by $4.5 million and were primarily attributable to a $2.2 million increase in salaries and employee benefits, a $1.1 million in other operating expense, a $436 thousand increase in amortization expense, a $396 thousand increase in occupancy expense, a $366 thousand increase in equipment expense, and a $341 thousand increase in data processing expense. The increases are primarily driven by the Touchstone merger resulting in increased operating expenses due to operating additional branches, increased data processing expenses with increased customer transactions as well as some duplicative expenses from operating two systems, and amortization expense due to core deposit intangible accretion on deposits acquired from Touchstone.

Comparing the Six-Month Periods Ending June 30, 2025 and June 30, 2024

Net income increased $998 thousand to $6.6 million, or $0.74 per diluted share, for the six months ended June 30, 2025, compared to $5.7 million, or $0.90 per diluted share, for the same period in 2024. Return on average assets was 0.66% and return on average equity was 7.90% for the six months ended June 30, 2025, compared to 0.79% and 9.68%, respectively, for the same period in 2024.

The $998 thousand increase in net income resulted primarily from a $13.3 million increase in net interest income after provision, offset by $13.0 million increase in noninterest expenses. Noninterest expense increased due to merger expenses of $2.0 million and additional operating expenses resulting from operating and staffing additional branches and duplicative expenses for data processing that were incurred until the system integration in February.

Net interest income increased by $13.7 million as total interest income increased by $15.8 million and was partially offset by a $2.1 million increase in total interest expense. Primarily as a result of the Touchstone merger, net interest income was positively impacted by a $528.1 million, or 38.8%, increase in average earning assets which was offset by a $377.0 million, or 40.5%, increase in average interest bearing liabilities. Net interest income was also positively impacted by a 55-basis point increase in the net interest margin to 3.86%.

Provision for credit losses increased by $343 thousand for the six months ended June 30, 2025. For the six months ended June 30, 2025, provision for credit losses totaled $1.7 million and was comprised of a $1.6 provision for credit losses on loans, a $105 thousand provision for credit losses on unfunded commitments, and a $3 thousand provision for credit losses on securities held-to-maturity. For the same period of 2024, the provision for credit losses totaled $1.4 million.

Noninterest income increased by $767 thousand in the six months ended June 30, 2025 from increases in services charges, ATM and check card fees, and brokered mortgage fees, offset by a decrease in other operating income related to a loan recovery of a previously acquired loan recognized in 2024.

Noninterest expenses increased by $13.0 million and were primarily attributable to a $5.0 million increase in salaries and employee benefits, a $1.6 million increase in merger expense, a $1.8 million increase in other operating expense, a $930 thousand increase in occupancy expense, a $857 thousand increase in data processing expense, a $874 thousand increase in amortization expense, and a $800 thousand increase in equipment expense. The increase is primarily driven by the Touchstone merger resulting in increased operating expenses due to operating additional branches, duplicative expenses incurred prior to system integration, and amortization expense due to core deposit intangible accretion on deposits acquired from Touchstone.

Non-GAAP Financial Measures

This report refers to the efficiency ratio, which is computed by dividing noninterest expense, excluding amortization of intangibles, net gains (loss) on disposal of premises and equipment, other real estate owned (income) expense, net, and merger related expenses, by the sum of net interest income on a tax-equivalent basis and noninterest income. This is a non-GAAP financial measure that the Company believes provides investors with important information regarding operational efficiency. Such information is not prepared in accordance with GAAP and should not be construed as such. Management believes, however, such financial information is meaningful to the reader in understanding operating performance, but cautions that such information not be viewed as a substitute for or more important than GAAP. The methodology for determining this measurement may differ among companies. The Company, in referring to its net income, is referring to income under GAAP. The components of the efficiency ratio calculation are summarized in the following table (dollars in thousands).

|  | Efficiency Ratio |
|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, 2025 |  |  | June 30, 2024 |  |  | June 30, 2025 |  |  | June 30, 2024 |
Noninterest expense |  | $ | 15,191 |  |  | $ | 10,659 |  |  | $ | 33,526 |  |  | $ | 20,546 |
Add: other real estate owned income, net |  |  | — |  |  |  | — |  |  |  | 7 |  |  |  | — |
Subtract: amortization of intangibles |  |  | (441 | ) |  |  | (5 | ) |  |  | (883 | ) |  |  | (9 | )
Subtract: loss on disposal of premises and equipment, net |  |  | (7 | ) |  |  | 0 |  |  |  | (7 | ) |  |  | (49 | )
Subtract: merger related expenses |  |  | (92 | ) |  |  | (571 | ) |  |  | (2,032 | ) |  |  | (571 | )
|  | $ | 14,651 |  |  | $ | 10,083 |  |  | $ | 30,611 |  |  | $ | 19,917 |
Tax-equivalent net interest income |  | $ | 18,639 |  |  | $ | 11,587 |  |  | $ | 36,186 |  |  | $ | 22,518 |
Noninterest income |  |  | 3,889 |  |  |  | 2,686 |  |  |  | 7,500 |  |  |  | 6,733 |
|  | $ | 22,528 |  |  | $ | 14,273 |  |  | $ | 43,686 |  |  | $ | 29,251 |
Efficiency ratio |  |  | 65.03 | % |  |  | 70.64 | % |  |  | 70.07 | % |  |  | 68.09 | %

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This report also refers to net interest margin, which is calculated by dividing tax equivalent net interest income by total average earning assets. Because a portion of interest income earned by the Company is nontaxable, the tax equivalent net interest income is considered in the calculation of this ratio. Tax equivalent net interest income is calculated by adding the tax benefit realized from interest income that is nontaxable to total interest income then subtracting total interest expense. The tax rate utilized in calculating the tax benefit for both 2025 and 2024 is 21%. The reconciliation of tax equivalent net interest income, which is not a measurement under GAAP, to net interest income, is reflected in the table below (in thousands).

|  | Reconciliation of Net Interest Income to Tax-Equivalent Net Interest Income |
|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, 2025 |  |  | June 30, 2024 |  |  | June 30, 2025 |  |  | June 30, 2024 |
GAAP measures: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest income – loans |  | $ | 21,594 |  |  | $ | 14,004 |  |  | $ | 42,231 |  |  | $ | 27,488 |
Interest income – investments and other |  |  | 3,571 |  |  |  | 3,051 |  |  |  | 6,955 |  |  |  | 5,901 |
Interest expense – deposits |  |  | (6,080 | ) |  |  | (4,820 | ) |  |  | (12,117 | ) |  |  | (9,591 | )
Interest expense – subordinated debt |  |  | (468 | ) |  |  | (69 | ) |  |  | (935 | ) |  |  | (138 | )
Interest expense – junior subordinated debt |  |  | (66 | ) |  |  | (66 | ) |  |  | (132 | ) |  |  | (134 | )
Interest expense – other borrowings |  |  | (3 | ) |  |  | (606 | ) |  |  | (3 | ) |  |  | (1,182 | )
Total net interest income |  | $ | 18,548 |  |  | $ | 11,494 |  |  | $ | 35,999 |  |  | $ | 22,344 |
Non-GAAP measures: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Tax benefit realized on non-taxable interest income – loans |  | $ | 12 |  |  | $ | 12 |  |  | $ | 28 |  |  | $ | 12 |
Tax benefit realized on non-taxable interest income – municipal securities |  |  | 79 |  |  |  | 81 |  |  |  | 159 |  |  |  | 162 |
Total tax benefit realized on non-taxable interest income |  | $ | 91 |  |  | $ | 93 |  |  | $ | 187 |  |  | $ | 174 |
Total tax-equivalent net interest income |  | $ | 18,639 |  |  | $ | 11,587 |  |  | $ | 36,186 |  |  | $ | 22,518 |

|  | Net Interest Margin |
|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, 2025 |  |  | June 30, 2024 |  |  | June 30, 2025 |  |  | June 30, 2024 |
Tax-equivalent net interest income |  | $ | 18,639 |  |  | $ | 11,587 |  |  | $ | 36,186 |  |  | $ | 22,518 |
Average earnings assets |  | $ | 1,893,133 |  |  | $ | 1,370,072 |  |  | $ | 1,890,749 |  |  | $ | 1,362,687 |
Net Interest Margin |  |  | 3.95 | % |  |  | 3.40 | % |  |  | 3.86 | % |  |  | 3.31 | %

Critical Accounting Policies

The Company’s consolidated financial statements are prepared in accordance with GAAP. The financial information contained within our statements is, to a significant extent, based on measures of the financial effects of transactions and events that have already occurred. A variety of factors could affect the ultimate value obtained when earning income, recognizing an expense, recovering an asset or relieving a liability. Although the economics of the Company’s transactions may not change, the timing of events that would impact the transactions could change.
Critical accounting policies are most important to the portrayal of the Company’s financial condition or results of operations and require management’s most difficult, subjective, and complex judgments about matters that are inherently uncertain. If conditions occur that differ from our assumptions, depending upon the severity of such differences, the Company’s financial condition or results of operations may be materially impacted. The Company evaluates its critical accounting estimates and assumptions on an ongoing basis and updates them as needed. The Company provides additional information on its critical accounting policies and estimates under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in its 2024 Form 10-K and in Note 1 “Significant Accounting Policies and Estimates” in Part I, Item 1 of this Quarterly Report.
Lending Policies
There have been no material changes in the Company’s lending policies disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024 .

Results of Operations

General

Net interest income represents the primary source of earnings for the Company. Net interest income equals the amount by which interest income on interest-earning assets, predominantly loans and securities, exceeds interest expense on interest-bearing liabilities, including deposits, subordinated debt, and junior subordinated debt. Changes in the volume and mix of interest-earning assets and interest-bearing liabilities, as well as their respective yields and rates, are the components that impact the level of net interest income. The net interest margin is calculated by dividing tax-equivalent net interest income by average earning assets. The provision for credit losses, noninterest income, and noninterest expense are the other components that determine net income. Noninterest income and expense primarily consist of income from service charges on deposit accounts, revenue from wealth management services, ATM and check card income, revenue from other customer services, income from bank owned life insurance, and general and administrative expenses.

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Net Income

Three Month Period Ended June 30, 2025

Net income increased $2.6 million to $5.1 million, or $0.56 per diluted share, for the three months ended June 30, 2025, compared to $2.4 million, $0.39 per diluted share, for the same period in 2024. Return on average assets was 1.00% and return on average equity was 11.85% for the second quarter of 2025, compared to 0.68% and 8.31%, respectively, for the same period in 2024.

The $2.6 million increase in net income resulted primarily from a $7.1 million increase in net interest income as well as a $1.2 million increase in noninterest income. This increase was partially offset by a $4.5 million increase in noninterest expense and a $605 thousand increase in income tax expense.
Six Month Period Ended June 30, 2025
Net income increased $998 thousand to $6.6 million, or $0.74 per diluted share, for the six months ended June 30, 2025 , compared to $5.7 million, $0.90 per diluted share, for the same period in 2024 . Return on average assets was 0.66% and return on average equity was 7.90% for the six months ended June 30, 2025 , compared to 0.79% and 9.68%, respectively, for the same period in 2024.
The $998 thousand increase in net income resulted primarily from a $13.7 million increase in net interest income and a $767 thousand increase in noninterest income. This increase was offset by a $13.0 million increase in noninterest expenses. Merger-related costs totaling $2.0 million were included in noninterest expense for the six months ended June 30, 2025 .

Net Interest Income

Three Month Period Ended June 30, 2025

Net interest income increased $7.1 million, or 61.4%, to $18.5 million for the second quarter of 2025 compared to the same period in the prior year. Total interest income increased by $8.1 million, which was partially offset by interest expense, which increased by $1.1 million. Net interest income was positively impacted by a 55-basis point increase in the net interest margin and a $523.1 million, or 38.2%, increase in average earning assets which was offset by a $371.1 million, or 40.0%, increase in average interest bearing liabilities.

The increase in total interest income was attributable to a $7.6 million, or 54.1%, increase in interest income and fees on loans. The increase in interest income on loans was attributable to a 25-basis point increase in yield and a 47.2% increase in average balances compared to the same period in the prior year due to the merger with Touchstone.

The increase in total interest expense was attributable to a $1.3 million increase in interest expense on deposits and a $399 thousand increase on interest on subordinated debt, offset by a $603 thousand decrease in interest expense on other borrowings. Net interest margin was positively impacted by a 32-basis point decrease in the cost of interest-bearing deposits. The higher interest expense resulted from a 46.8% increase in average interest-bearing deposit balances. The increase in deposits and subordinated debt was due to assumed liabilities from the Touchstone merger. The lower interest expense on other borrowings resulted from the payoff of $50.0 million of borrowings at the end of 2024.

The net interest margin was 3.95% for the second quarter of 2025 compared to 3.40% for the same period in the prior year. When compared to the second quarter of 2025, the net interest margin increased by 55-basis points as the yield on earning assets continued to increase at a similar pace as in prior quarters, while the cost of funds decreased when compared to prior quarterly periods consistent with the federal funds rate cuts in late 2024. The yield on earning assets was also positively impacted by net accretion income related to acquisition accounting of $930 thousand, or a 20-basis point incremental increase to the net interest margin.

Six Month Period Ended June 30, 2025

Net interest income increased $13.7 million, or 61.1%, to $36.0 million for the six months ended June 30, 2025, compared to the same period in the prior year. Total interest income increased by $15.8 million, which was partially offset by interest expense, which increased by $2.1 million. Net interest income was positively impacted by a 55-basis point increase in the net interest margin and a $528.1 million, or 38.8%, increase in average earning assets which was offset by a $377.0 million, or 40.5%, million increase in average interest bearing liabilities.

The increase in total interest income was attributable to a $14.7 million, or 53.6%, increase in interest income and fees on loans. The increase in interest income on loans was attributable to a 21-basis point increase in yield and a 48.8% increase in average balances compared to the same period in the prior year due to the merger with Touchstone.

The increase in total interest expense was attributable to a $2.1 million increase in interest expense on deposits and a $797 thousand increase on interest on subordinated debt, offset by a $1.2 million decrease in interest expense on other borrowings. Although net interest margin was positively impacted by a 32-basis point decrease in the cost of interest-bearing deposits, the higher interest expense resulted from a 47.2% increase in average interest-bearing deposit balances. The increase in deposits and subordinated debt was due to assumed liabilities from the Touchstone merger. The lower interest expense on other borrowings resulted from the payoff of $50.0 million of borrowings at the end of 2024.

The net interest margin was 3.86% for the six months ended June 30, 2025, compared to 3.31% for the same period in the prior year. When compared to the six months ended June 30, 2024, the net interest margin increased by 55-basis points as the yield on earning assets continued to increase at a similar pace as in prior quarters, while the cost of funds decreased when compared to prior quarterly periods consistent with the federal funds rate cuts in late 2024. The yield on earning assets was also positively impacted by net accretion income related to acquisition accounting of $736 thousand, or a 8-basis point incremental increase to the net interest margin.

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The following tables show interest income on earning assets and related average yields as well as interest expense on interest-bearing liabilities and related average rates paid for the periods indicated (dollars in thousands):

Average Balances, Income and Expenses, Yields and Rates (Taxable Equivalent Basis)

|  | Three Months Ended |
|  | June 30, 2025 |  |  | June 30, 2024 |
|  | Average Balance |  |  | Interest Income/Expense |  |  | Yield/Rate |  |  | Average Balance |  |  | Interest Income/Expense |  |  | Yield/Rate |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Taxable |  | $ | 220,100 |  |  | $ | 1,313 |  |  |  | 2.39 | % |  | $ | 216,079 |  |  | $ | 1,134 |  |  |  | 2.11 | %
Tax-exempt (1) |  |  | 50,871 |  |  |  | 377 |  |  |  | 2.98 | % |  |  | 53,162 |  |  |  | 387 |  |  |  | 2.93 | %
Restricted |  |  | 4,449 |  |  |  | 69 |  |  |  | 6.27 | % |  |  | 2,112 |  |  |  | 32 |  |  |  | 6.18 | %
Total securities |  | $ | 275,420 |  |  | $ | 1,759 |  |  |  | 2.56 | % |  | $ | 271,353 |  |  | $ | 1,553 |  |  |  | 2.30 | %
Loans: (2) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Taxable |  | $ | 1,441,800 |  |  | $ | 21,552 |  |  |  | 6.00 | % |  | $ | 980,226 |  |  | $ | 13,959 |  |  |  | 5.73 | %
Tax-exempt (1) |  |  | 4,095 |  |  |  | 54 |  |  |  | 5.26 | % |  |  | 1,730 |  |  |  | 57 |  |  |  | 13.32 | %
Total loans |  | $ | 1,445,895 |  |  | $ | 21,606 |  |  |  | 5.99 | % |  | $ | 981,956 |  |  | $ | 14,016 |  |  |  | 5.74 | %
Federal funds sold |  |  | 1 |  |  |  | — |  |  |  | 4.51 | % |  |  | 1 |  |  |  | — |  |  |  | 5.58 | %
Interest-bearing deposits with other institutions |  |  | 171,817 |  |  |  | 1,891 |  |  |  | 4.41 | % |  |  | 116,762 |  |  |  | 1,579 |  |  |  | 5.44 | %
Total earning assets |  | $ | 1,893,133 |  |  | $ | 25,256 |  |  |  | 5.35 | % |  | $ | 1,370,072 |  |  | $ | 17,148 |  |  |  | 5.03 | %
Less: allowance for credit losses on loans |  |  | (14,888 | ) |  |  |  |  |  |  |  |  |  |  | (12,588 | ) |  |  |  |  |  |  |  |
Total non-earning assets |  |  | 141,099 |  |  |  |  |  |  |  |  |  |  |  | 90,995 |  |  |  |  |  |  |  |  |
Total assets |  | $ | 2,019,344 |  |  |  |  |  |  |  |  |  |  | $ | 1,448,479 |  |  |  |  |  |  |  |  |
Liabilities and Shareholders’ Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest bearing deposits: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Checking |  | $ | 364,686 |  |  | $ | 1,208 |  |  |  | 1.33 | % |  | $ | 225,967 |  |  | $ | 1,133 |  |  |  | 2.02 | %
Regular savings |  |  | 212,433 |  |  |  | 191 |  |  |  | 0.36 | % |  |  | 143,588 |  |  |  | 40 |  |  |  | 0.11 | %
Money market accounts |  |  | 329,273 |  |  |  | 1,869 |  |  |  | 2.28 | % |  |  | 293,137 |  |  |  | 2,005 |  |  |  | 2.75 | %
Time deposits |  |  | 361,571 |  |  |  | 2,812 |  |  |  | 3.12 | % |  |  | 200,756 |  |  |  | 1,642 |  |  |  | 3.29 | %
Total interest-bearing deposits |  | $ | 1,267,963 |  |  | $ | 6,080 |  |  |  | 1.92 | % |  | $ | 863,448 |  |  | $ | 4,820 |  |  |  | 2.24 | %
Federal funds purchased |  |  | 2 |  |  |  | — |  |  |  | 4.89 | % |  |  | 2 |  |  |  | — |  |  |  | 5.84 | %
Subordinated debt |  |  | 21,304 |  |  |  | 468 |  |  |  | 8.80 | % |  |  | 4,998 |  |  |  | 69 |  |  |  | 5.57 | %
Junior subordinated debt |  |  | 9,279 |  |  |  | 66 |  |  |  | 2.86 | % |  |  | 9,279 |  |  |  | 66 |  |  |  | 2.88 | %
Other borrowings |  |  | 275 |  |  |  | 3 |  |  |  | 4.63 | % |  |  | 50,000 |  |  |  | 606 |  |  |  | 4.88 | %
Total interest-bearing liabilities |  | $ | 1,298,823 |  |  | $ | 6,617 |  |  |  | 2.04 | % |  | $ | 927,727 |  |  | $ | 5,561 |  |  |  | 2.41 | %
Non-interest bearing liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Demand deposits |  |  | 540,377 |  |  |  |  |  |  |  |  |  |  |  | 396,014 |  |  |  |  |  |  |  |  |
Other liabilities |  |  | 9,224 |  |  |  |  |  |  |  |  |  |  |  | 6,483 |  |  |  |  |  |  |  |  |
Total liabilities |  | $ | 1,848,424 |  |  |  |  |  |  |  |  |  |  | $ | 1,330,224 |  |  |  |  |  |  |  |  |
Shareholders’ equity |  |  | 170,920 |  |  |  |  |  |  |  |  |  |  |  | 118,255 |  |  |  |  |  |  |  |  |
Total liabilities and Shareholders’ equity |  | $ | 2,019,344 |  |  |  |  |  |  |  |  |  |  | $ | 1,448,479 |  |  |  |  |  |  |  |  |
Net interest income |  |  |  |  |  | $ | 18,639 |  |  |  |  |  |  |  |  |  |  | $ | 11,587 |  |  |  |  |
Interest rate spread |  |  |  |  |  |  |  |  |  |  | 3.31 | % |  |  |  |  |  |  |  |  |  |  | 2.62 | %
Cost of funds |  |  |  |  |  |  |  |  |  |  | 1.44 | % |  |  |  |  |  |  |  |  |  |  | 1.69 | %
Interest expense as a percent of average earning assets |  |  |  |  |  |  |  |  |  |  | 1.40 | % |  |  |  |  |  |  |  |  |  |  | 1.63 | %
Net interest margin |  |  |  |  |  |  |  |  |  |  | 3.95 | % |  |  |  |  |  |  |  |  |  |  | 3.40 | %

(1) | Income and yields are reported on a taxable-equivalent basis assuming a federal tax rate of 21%. The tax-equivalent adjustment was $91 and $93 thousand for the three months ended June 30, 2025 and 2024, respectively.

(2) | Loans on non-accrual status are reflected in the average balances.

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|  | Six Months Ended |
|  | June 30, 2025 |  |  | June 30, 2024 |
|  | Average Balance |  |  | Interest Income/Expense |  |  | Yield/Rate |  |  | Average Balance |  |  | Interest Income/Expense |  |  | Yield/Rate |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Securities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Taxable |  | $ | 219,990 |  |  | $ | 2,627 |  |  |  | 2.41 | % |  | $ | 224,656 |  |  | $ | 2,358 |  |  |  | 2.11 | %
Tax-exempt (1) |  |  | 51,323 |  |  |  | 757 |  |  |  | 2.98 | % |  |  | 53,634 |  |  |  | 773 |  |  |  | 2.90 | %
Restricted |  |  | 4,311 |  |  |  | 129 |  |  |  | 6.04 | % |  |  | 2,098 |  |  |  | 65 |  |  |  | 6.23 | %
Total securities |  | $ | 275,624 |  |  | $ | 3,513 |  |  |  | 2.57 | % |  | $ | 280,388 |  |  | $ | 3,196 |  |  |  | 2.29 | %
Loans: (2) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Taxable |  | $ | 1,448,191 |  |  | $ | 42,127 |  |  |  | 5.87 | % |  | $ | 975,420 |  |  | $ | 27,443 |  |  |  | 5.66 | %
Tax-exempt (1) |  |  | 4,445 |  |  |  | 132 |  |  |  | 5.99 | % |  |  | 865 |  |  |  | 57 |  |  |  | 13.32 | %
Total loans |  | $ | 1,452,636 |  |  | $ | 42,259 |  |  |  | 5.87 | % |  | $ | 976,285 |  |  | $ | 27,500 |  |  |  | 5.66 | %
Federal funds sold |  |  | 1,755 |  |  |  | 39 |  |  |  | 4.53 | % |  |  | 5 |  |  |  | — |  |  |  | 5.49 | %
Interest-bearing deposits with other institutions |  |  | 160,734 |  |  |  | 3,562 |  |  |  | 4.47 | % |  |  | 106,009 |  |  |  | 2,867 |  |  |  | 5.44 | %
Total earning assets |  | $ | 1,890,749 |  |  | $ | 49,373 |  |  |  | 5.27 | % |  | $ | 1,362,687 |  |  | $ | 33,563 |  |  |  | 4.95 | %
Less: allowance for credit losses on loans |  |  | (15,749 | ) |  |  |  |  |  |  |  |  |  |  | (12,284 | ) |  |  |  |  |  |  |  |
Total non-earning assets |  |  | 145,425 |  |  |  |  |  |  |  |  |  |  |  | 87,816 |  |  |  |  |  |  |  |  |
Total assets |  | $ | 2,020,425 |  |  |  |  |  |  |  |  |  |  | $ | 1,438,219 |  |  |  |  |  |  |  |  |
Liabilities and Shareholders’ Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest bearing deposits: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Checking |  | $ | 366,843 |  |  | $ | 2,439 |  |  |  | 1.34 | % |  | $ | 254,248 |  |  | $ | 2,455 |  |  |  | 1.94 | %
Regular savings |  |  | 212,513 |  |  |  | 366 |  |  |  | 0.35 | % |  |  | 145,763 |  |  |  | 82 |  |  |  | 0.11 | %
Money market accounts |  |  | 334,261 |  |  |  | 3,831 |  |  |  | 2.31 | % |  |  | 267,797 |  |  |  | 3,847 |  |  |  | 2.89 | %
Time deposits |  |  | 362,431 |  |  |  | 5,481 |  |  |  | 3.05 | % |  |  | 198,910 |  |  |  | 3,207 |  |  |  | 3.24 | %
Total interest-bearing deposits |  | $ | 1,276,048 |  |  | $ | 12,117 |  |  |  | 1.91 | % |  | $ | 866,718 |  |  | $ | 9,591 |  |  |  | 2.23 | %
Federal funds purchased |  |  | 1 |  |  |  | — |  |  |  | 4.91 | % |  |  | 1 |  |  |  | — |  |  |  | 5.92 | %
Subordinated debt |  |  | 22,500 |  |  |  | 935 |  |  |  | 8.38 | % |  |  | 4,998 |  |  |  | 138 |  |  |  | 5.57 | %
Junior subordinated debt |  |  | 9,279 |  |  |  | 132 |  |  |  | 2.87 | % |  |  | 9,279 |  |  |  | 134 |  |  |  | 2.90 | %
Other borrowings |  |  | 138 |  |  |  | 3 |  |  |  | 4.63 | % |  |  | 50,000 |  |  |  | 1,182 |  |  |  | 4.75 | %
Total interest-bearing liabilities |  | $ | 1,307,966 |  |  | $ | 13,187 |  |  |  | 2.03 | % |  | $ | 930,996 |  |  | $ | 11,045 |  |  |  | 2.39 | %
Non-interest bearing liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Demand deposits |  |  | 533,596 |  |  |  |  |  |  |  |  |  |  |  | 383,956 |  |  |  |  |  |  |  |  |
Other liabilities |  |  | 9,150 |  |  |  |  |  |  |  |  |  |  |  | 5,879 |  |  |  |  |  |  |  |  |
Total liabilities |  | $ | 1,850,712 |  |  |  |  |  |  |  |  |  |  | $ | 1,320,831 |  |  |  |  |  |  |  |  |
Shareholders’ equity |  |  | 169,713 |  |  |  |  |  |  |  |  |  |  |  | 117,388 |  |  |  |  |  |  |  |  |
Total liabilities and Shareholders’ equity |  | $ | 2,020,425 |  |  |  |  |  |  |  |  |  |  | $ | 1,438,219 |  |  |  |  |  |  |  |  |
Net interest income |  |  |  |  |  | $ | 36,186 |  |  |  |  |  |  |  |  |  |  | $ | 22,518 |  |  |  |  |
Interest rate spread |  |  |  |  |  |  |  |  |  |  | 3.23 | % |  |  |  |  |  |  |  |  |  |  | 2.55 | %
Cost of funds |  |  |  |  |  |  |  |  |  |  | 1.44 | % |  |  |  |  |  |  |  |  |  |  | 1.69 | %
Interest expense as a percent of average earning assets |  |  |  |  |  |  |  |  |  |  | 1.41 | % |  |  |  |  |  |  |  |  |  |  | 1.62 | %
Net interest margin |  |  |  |  |  |  |  |  |  |  | 3.86 | % |  |  |  |  |  |  |  |  |  |  | 3.31 | %

(1) | Income and yields are reported on a taxable-equivalent basis assuming a federal tax rate of 21%. The tax-equivalent adjustment was $187 and $174 thousand for the six months ended June 30, 2025 and 2024, respectively.

(2) | Loans on non-accrual status are reflected in the average balances.

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Provision for Credit Losses

Three-Month Period Ended June 30, 2025

The provision for credit losses totaled $911 thousand for the three-month period ended June 30, 2025, compared to $400 thousand for the same period of the prior year. The provision was comprised of a $900 thousand provision for credit losses on loans, a $10 thousand provision for credit losses on held-to-maturity securities and a $1 thousand provision for credit losses on unfunded commitments. As compared to the same period prior year, the increase in provision for credit losses reflects the impact of higher pool loan balances acquired in the Touchstone merger as well as an increase in the allowance to total loans from 1.02% at March 31, 2025 to 1.05% at June 30, 2025. In the second quarter of 2024 the allowance to total loans decreased from 1.30% at March 31, 2024 to 1.27% at June 30, 2024.

Six-Month Period Ended June 30, 2025

The provision for credit losses totaled $1.7 million for the six-month period ended June 30, 2025, compared to $1.4 million for the same period of the prior year. The provision was comprised of a $1.6 million provision for credit losses on loans, which was partially offset by a $3 thousand provision for credit losses on held-to-maturity securities and a $105 thousand provision for credit losses on unfunded commitments. As compared to the same period prior year, the increase in provision for credit losses reflects the impact of higher pool loan balances acquired in the Touchstone merger as well as an increase in provision for credit losses due to an increase in the level of net-charge offs. Net charge-offs for the first six months of 2025 totaled $2.8 million compared to $844 thousand for the first six months of 2024. The increase in the level of net-charge offs has resulted in a decline in the ratio of allowance to total loans from 1.27% at June 30, 2024 to 1.05% at June 30, 2025. The loss model has been updated in 2025 to reflect the most recent bank and peer group loss rates, economic forecasts, prepayment speeds and curtailment rates for each loan category. With these updates to the model, we saw an increase in the allowance for secured by 1-4 family residential loans and decrease in other real estate. Commercial and industrial loans also saw an increase in provision, largely driven by loss rates and charge offs in the current year.

Noninterest Income

Three-Month Period Ended June 30, 2025

Noninterest income increased $1.2 million, or 44.8%, to $3.9 million for the second quarter of 2025, compared to the same period of 2024. The increase resulted from increases in service charges of $408 thousand, ATM and check card fees of $319 thousand, brokered mortgage fees of $151 thousand, and other operating income of $123 thousand.

Six-Month Period Ended June 30, 2025

Noninterest income increased $767 thousand, or 11.4%, to $7.5 million for the six months ended June 30, 2025, compared to the same period of 2024. The increase resulted from increases in service charges of $767 thousand, ATM and check card fees of $545 thousand, brokered mortgage fees of $223 thousand, and income from bank owned life insurance of $177 thousand. The increases in noninterest income were offset by a decrease in other operating income of $1.1 million from a recovery recognized in 2024 on a loan that was acquired through a business combination in 2021.

Noninterest Expense

Three-Month Period Ended June 30, 2025

Noninterest expenses increased $4.5 million, or 42.5%, to $15.2 million for the three-month period ended June 30, 2025, compared to the same period one year ago. The increase was primarily attributable to $2.2 million, or 37.6%, increase in salaries and employee benefits, a $1.2 million, or 223.0%, increase in other operating expense, $396 thousand, or 72.3%, increase in occupancy expense, a $341 thousand, or 209.2%, increase in data processing expense, and a $436 thousand increase in amortization expense. The increases in salary and benefits, other operating expenses, occupancy expense, and data processing expense were primarily driven by the Touchstone merger resulting in increased operating expenses due to an increase in the number of employees, operating additional branches, increased data processing expenses with increased customer transactions and some duplicative expenses from operating two systems. Amortization expense increased due to core deposit intangible accretion on deposits acquired from Touchstone. These increases were offset by decreases of $530 thousand, or 47.2%, in legal and professional fees and $395 thousand, or 80.7%, in merger expenses compared to the same period in the prior year. Legal and merger fees were higher in the prior year for this period to facilitate the Touchstone acquisition.

Six-Month Period Ended June 30, 2025

Noninterest expenses increased $13.0 million, or 63.2%, to $33.5 million for the six-month period ended June 30, 2025, compared to the same period one year ago. The increase was primarily attributable to a $5.0 million, or 42.8%, increase in salaries and employee benefits, a $2.2 million, or 143.8%, increase in other operating expense, a $1.6 million increase in merger expenses, a $930 thousand, or 85.9%, increase in occupancy expense, a $874 thousand increase in amortization expense, a $857 thousand, or 209.5%, increase in data processing expense, and a $800 thousand, or 62.4%, increase in equipment expense. The increase in salaries and benefits reflects additional expenses due to an increase in the number of employees, increase in incentives, stock compensation expense, and salary and benefit increases from the prior year. The increase in merger expenses was primarily driven by expenses incurred in the first quarter of 2025 to facilitate system integration through conversion expenses and contract terminations. Other operating expenses, occupancy expense, data processing expense, and equipment expense primarily increased due to operating additional branches, increased data processing expenses with increased customer transactions, and duplicative expenses incurred prior to system integration. Amortization expense increased due to core deposit intangible accretion on deposits acquired from Touchstone.

Income Taxes

Three-Month Period Ended June 30, 2025

Income tax expense increased $605 thousand to $1.3 million for the second quarter of 2025, compared to the same period one year ago. The effective tax rate for the second quarter of 2025 was 20.3% compared to 21.8% for the same period in 2024. The Company’s income tax expense differed from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the three months ended June 30, 2025 and 2024. The difference was a result of net permanent tax deductions, primarily comprised of tax-exempt interest income, income from bank owned life insurance, and nondeductible merger expenses. A more detailed discussion of the Company’s tax calculation is contained in Note 12 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

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Six-Month Period Ended June 30, 2025

Income tax expense increased $101 thousand to $1.6 million for the first six months of 2025 , compared to the same period one year ago. The effective tax rate for the first six months 2025 was 19.2% compared to 20.8% for the same period in 2024 . The Company’s income tax expense differed from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income for the six months ended June 30, 2025 , and 2024 . The difference was a result of net permanent tax deductions, primarily comprised of tax-exempt interest income, income from bank owned life insurance, and nondeductible merger expenses. A more detailed discussion of the Company’s tax calculation is contained in Note 12 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 .

Financial Condition

General

Assets totaled $2.041 billion at June 30, 2025, which was an increase of $31.2 million or 3.1% (annualized) from December 31, 2024. The asset composition changed during the first six months of the year as interest-bearing deposits in banks increased by $21.9 million and loans, net of the allowance for credit losses, decreased by $22.4 million, while total securities increased by $22.3 million.

Total liabilities increased by $24.2 million during the six-month period ended June 30, 2025, primarily from a $25.0 million increase in other borrowings from December 31, 2024. Deposit balances and the c omposition of deposits as of June 30, 2025 did not change significantly as noninterest-bearing deposits, savings and interest-bearing deposits, and time deposits increased $21.1 million, decreased $23.1 million, and increased $1.4 million, respectively from December 31, 2024.

Total shareholders’ equity increased by $7.0 million during the first six months of 2025, primarily from a $3.9 million increase in retained earnings and a $2.6 million reduction in accumulated other comprehensive loss. The decrease in accumulated other comprehensive loss was attributable to unrealized holding gains in the available-for-sale securities portfolio. The Bank's capital ratios continued to exceed the minimum capital requirements for regulatory purposes.

Loans

Loans totaled $1.428 billion at June 30, 2025, which was a $22.4 million or 3.1% (annualized) decrease from December 31, 2024, and a $450.8 million, or 46.1%, increase over June 30, 2024.The change in loans over the periods did not have a significant impact on the composition of the loan portfolio. The loan portfolio was primarily comprised of loans secured by one-to-four family residential real estate, loans secured by commercial real estate, and commercial and industrial loans, which totaled 38%, 47%, and 8% of the loan portfolio, respectively, at June 30, 2025, and 37%, 46%, and 10% of the loan portfolio, respectively, at December 31, 2024.

The loan portfolio includes loans that were acquired through business combinations and loans that were purchased through a third-party loan originator. Loans acquired through business combinations included unaccreted discounts, net of unamortized premiums totaling $13.5 million and $14.3 million, as of June 30, 2025 and December 31, 2024, respectively. Loans purchased from a third-party that originated and serviced loans to health care professionals totaled $17.0 million as of June 30, 2025, which included unamortized premiums totaling $5.2 million, compared to loans totaling $19.0 million as of December 31, 2024, which included unamortized premiums totaling $5.8 million.

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances less the allowance for credit losses, any deferred fees or costs on originated loans, and any premiums or discounts on acquired and purchased loans. Interest income is accrued and credited to income based on the unpaid principal balance. Loan origination fees, net of certain origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method. Interest income includes amortization of premiums and accretion of discounts on purchased loans, recognized over the life of the loans.

Asset Quality

Management classifies non-performing assets as non-accrual loans and OREO. Non-performing assets totaled $6.8 million and $7.0 million at June 30, 2025 and December 31, 2024, representing approximately 0.33% and 0.35% of total assets, respectively. Nonaccrual loans totaled $6.8 million and $7.1 million at June 30, 2025 and December 31, 2024, respectively. There was no OREO at June 30, 2025 and $53 thousand at December 31, 2024. The Bank did not have any consumer mortgage loans secured by real estate properties for which formal foreclosure proceedings were in process as of June 30, 2025. Loans past due 90 days or more and accruing interest totaled $0 and $0 at June 30, 2025 and December 31, 2024, respectively.

On June 30, 2025 commercial and industrial loans and residential real estate loans comprised 53% and 33% of non-performing assets, respectively. Non-performing assets could increase due to other loans identified by management as potential problem loans. Other potential problem loans are defined as performing loans that possess certain risks, including the borrower’s ability to pay and the collateral value securing the loan, that management has identified that may result in the loans not being repaid in accordance with their terms. Other potential problem loans totaled $6.6 million and $9.1 million at June 30, 2025 and December 31, 2024 , respectively. The amount of other potential problem loans in future periods may be dependent on economic conditions and other factors influencing a customers’ ability to meet their debt requirements.

The Company purchased commercial and industrial loans between October 2021 and October 2023 from a third-party finance company that originated and serviced loans to health care professionals. The finance company operated a program that historically provided credit support to the Company through, among other things, the repurchase of their loans and unamortized loan premiums when loans did not pay according to the loan agreements. The finance company no longer offers this credit support. On June 30, 2025 , loans purchased from the finance company totaled $17.0 million, which was comprised of $11.8 million of loan balances and unamortized premiums totaling $5.2 million. As of June 30, 2025 , $2.6 million of these loans were non-accrual including premiums totaling $931 thousand and thus were individually evaluated. Specific reserves on these individually evaluated loans totaled $1.8 million and were included in the Company’s allowance for credit losses on loans. The remaining $14.4 million of loans with premiums totaling $4.3 million were considered performing and were included in the calculation of the general reserve component of the allowance for credit losses. Premiums are amortized over the life of the loans using the effective interest method. On June 30, 2025 , there was a total of 146 loans purchased from the finance company included in the Company’s loan portfolio with a weighted average maturity of 6.0 years.

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Management believes, based upon its review and analysis, that the Bank has sufficient reserves to cover expected losses inherent within the loan portfolio. For each period presented, the provision for credit losses charged to expense was based on management’s judgment after taking into consideration all factors connected with the collectability of the existing portfolio. Management considers economic conditions, historical losses, past due percentages, internally generated loan quality reports, prepayment speeds, curtailment rates for each loan category and other relevant factors when evaluating the loan portfolio. There can be no assurance, however, that an additional provision for credit losses will not be required in the future, including as a result of changes in the qualitative factors underlying management’s estimates and judgments, changes in accounting standards, adverse developments in the economy, on a national basis or in the Company’s market area, loan growth, or changes in the circumstances of particular borrowers. For further discussion regarding the allowance for credit losses, see “Critical Accounting Policies” above.

Securities

The securities portfolio plays a primary role in the management of the Company’s interest rate sensitivity and serves as a source of liquidity. The portfolio is used as needed to meet collateral requirements, such as those related to secure public deposits and balances with the Reserve Bank. The investment portfolio consists of held to maturity, available for sale, and restricted securities. Securities are classified as available for sale or held to maturity based on the Company’s investment strategy and management’s assessment of the intent and ability to hold the securities until maturity. Management determines the appropriate classification of securities at the time of purchase. If management has the intent and the Company has the ability at the time of purchase to hold the investment securities to maturity, they are classified as investment securities held to maturity and are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts using the interest method. Investment securities which the Company may not hold to maturity are classified as investment securities available for sale, as management has the intent and ability to hold such investment securities for an indefinite period of time, but not necessarily to maturity. Securities available for sale may be sold in response to changes in market interest rates, changes in prepayment risk, increases in loan demand, general liquidity needs and other similar factors and are carried at estimated fair value with any unrealized gain (or loss) in the value of the investment reported within the stockholders’ equity. Restricted securities, including Federal Home Loan Bank, Federal Reserve Bank, and Community Bankers’ Bank stock, are generally viewed as long-term investments because there is minimal market for the stock and are carried at cost.

On June 30, 2025 securities totaled $299.6 million, an increase of $22.3 million, or 8%, from $277.3 million at December 31, 2024. Investment securities are comprised of U.S. Treasury securities, U.S. agency and mortgage-backed securities, obligations of state and political subdivisions, corporate debt securities, and restricted securities. As of June 30, 2025, neither the Company nor the Bank held any derivative financial instruments in their respective investment security portfolios. Gross unrealized gains in the available for sale portfolio totaled $163 thousand and $62 thousand at June 30, 2025 and December 31, 2024, respectively. Gross unrealized losses in the available for sale portfolio totaled $19.1 million and $22.1 million at June 30, 2025 and December 31, 2024, respectively. Gross unrealized gains in the held to maturity portfolio totaled $2 thousand and $8 thousand at June 30, 2025 and December 31, 2024, respectively. Gross unrealized losses in the held to maturity portfolio totaled $8.8 million and $11.0 million at June 30, 2025 and December 31, 2024, respectively. The change in the unrealized gains and losses of investment securities from December 31, 2024 to June 30, 2025 was related to changes in market interest rates and was not related to credit concerns of the issuers.

Deposits

Deposits totaled $1.803 billion on June 30, 2025, which was a $612 thousand, or 0.03%, decrease from December 31, 2024, and a $537.4 million, or 42.5%, increase from June 30, 2024. Noninterest-bearing deposits, savings and interest-bearing deposits, and time deposits, totaled 30%, 50%, and 20%, of total deposits, respectively on June 30, 2025, compared to 29%, 51%, and 20%, on December 31, 2024, and 31%, 53%, and 16%, on June 30, 2024. The composition of the deposit portfolio remained largely consistent with the prior period.

Subordinated Debt

The Company assumed two subordinated debt issuances from the acquisition of Touchstone. The subordinated debt assumed consisted of a $8.0 million issuance at a 6.00% fixed-to-floating rate subordinated note callable due 2030. The floating rate period for this subordinated note begins August 15, 2025, accordingly the related interest expense could increase during the floating rate period. The subordinated debt assumed also consisted of a $10.0 million issuance at a 4.00% fixed-to-floating rate subordinated note due 2032. During the second quarter of 2025, a $500 thousand tranche of the $10.0 million issuance became available to payoff early since the recipient bank was acquired. The Company paid off this portion of the debt for $420 thousand and recognized an $80 thousand gain on the redemption of the subordinated debt.

Liquidity

Liquidity sources available to the Bank, including interest-bearing deposits in banks, unpledged securities available for sale, at fair value, unpledged securities held-to-maturity, at par, eligible to be pledged, and available lines of credit totaled $800.2 million on June 30, 2025, $758.0 million on December 31, 2024, and $553.3 million on June 30, 2024.

The Bank maintains liquidity to fund loan growth and to meet potential demand from deposit customers, including potential volatile deposits. The estimated amount of uninsured customer deposits totaled $545.7 million on June 30, 2025, $537.0 million on December 31, 2024, and $419.4 million on June 30, 2024. Excluding municipal deposits, the estimated amount of uninsured customer deposits totaled $451.9 million on June 30, 2025, $445.5 million on December 31, 2024, and $324.5 million on June 30, 2024.

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Capital Resources

The adequacy of the Company’s capital is reviewed by management on an ongoing basis with reference to the size, composition, and quality of the Company’s asset and liability levels and consistent with regulatory requirements and industry standards. Management seeks to maintain a capital structure that will assure an adequate level of capital to support anticipated asset growth and absorb potential losses. The Company meets eligibility criteria of a small bank holding company in accordance with the Federal Reserve Board’s Small Bank Holding Company Policy Statement and is not obligated to report consolidated regulatory capital.

The Bank is subject to capital rules adopted by federal bank regulators that implemented the Basel III regulatory capital reforms adopted by the Basel Committee on Banking Supervision (the Basel Committee), and certain changes required by the Dodd-Frank Act.

The minimum capital level requirements applicable to the Bank under the final rules are as follows: a common equity Tier 1 capital ratio of 4.5%; a Tier 1 capital ratio of 6%; a total capital ratio of 8%; and a Tier 1 leverage ratio of 4% for all institutions. There is also a capital conservation buffer, which is 2.5% above the regulatory minimum capital requirements. If capital levels fall below the required minimum ratios plus the buffer, institutions are subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions. This results in the following minimum capital ratios required to exceed the buffer: a common equity Tier 1 capital ratio of 7.0%, a Tier 1 capital ratio of 8.5%, and a total capital ratio of 10.5%. Management believes, as of June 30, 2025 and December 31, 2024, that the Bank met all capital adequacy requirements to which it is subject, including the capital conservation buffer.

The following table shows the Bank’s regulatory capital ratios at June 30, 2025:

|  | Minimum Capital Requirement |  |  | First Bank |
Total capital to risk-weighted assets |  |  | 8.00 | % |  |  | 12.89 | %
Tier 1 capital to risk-weighted assets |  |  | 6.00 | % |  |  | 11.81 | %
Common equity Tier 1 capital to risk-weighted assets |  |  | 4.50 | % |  |  | 11.81 | %
Tier 1 capital to average assets |  |  | 4.00 | % |  |  | 8.56 | %
Capital conservation buffer ratio(1) |  |  |  |  |  |  | 4.89 | %

(1) | Calculated by subtracting the regulatory minimum capital ratio requirements from the Company’s actual ratio for Common equity Tier 1, Tier 1, and Total risk based capital. The lowest of the three measures represents the Bank’s capital conservation buffer ratio.

The prompt corrective action framework is designed to place restrictions on insured depository institutions if their capital levels begin to show signs of weakness. Under the prompt corrective action requirements, which are designed to complement the capital conservation buffer, insured depository institutions are required to meet the following capital level requirements in order to qualify as “well capitalized:” a common equity Tier 1 capital ratio of 6.5%; a Tier 1 capital ratio of 8%; a total capital ratio of 10%; and a Tier 1 leverage ratio of 5%. The Bank met the requirements to qualify as "well capitalized" as of June 30, 2025 and December 31, 2024.

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Contractual Obligations

There have been no material changes outside the ordinary course of business to the contractual obligations disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Off-Balance Sheet Arrangements

The Company, through the Bank, is a party to credit related financial instruments with risk not reflected in the consolidated financial statements in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit, and commercial letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Bank’s exposure to credit loss is represented by the contractual amount of these commitments. The Bank follows the same credit policies in making commitments as it does for on-balance sheet instruments.

Commitments to extend credit, which amounted to $282.7 million at June 30, 2025, and $212.3 million at June 30, 2024, are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Bank, is based on management’s credit evaluation of the customer.

Unfunded commitments under commercial lines of credit, revolving credit lines, and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit are collateralized as deemed necessary and may or may not be drawn upon to the total extent to which the Bank is committed.

Commercial and standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements. Essentially all letters of credit issued have expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank generally holds collateral supporting those commitments if deemed necessary. At June 30, 2025 and December 31, 2024, the Bank had $12.5 million and $15.6 million in outstanding standby letters of credit, respectively.

On April 21, 2020, the Company entered into interest rate swap agreements related to its outstanding junior subordinated debt. The Company uses derivatives to manage exposure to interest rate risk through the use of interest rate swaps. Interest rate swaps involve the exchange of fixed and variable rate interest payments between two parties, based on a common notional principal amount and maturity date with no exchange of underlying principal amounts.

The interest rate swaps qualified and are designated as cash flow hedges. The Company’s cash flow hedges effectively modify the Company’s exposure to interest rate risk by converting variable rates of interest on $9.0 million of the Company’s junior subordinated debt to fixed rates of interest. The cash flow hedges end and the junior subordinated debt matures between June 2034 and October 2036. The cash flow hedges’ total notional amount is $9.0 million. At June 30, 2025, the cash flow hedges had a fair value of $2.4 million, which is recorded in other assets. The net gain/loss on the cash flow hedges is recognized as a component of other comprehensive (loss) income and reclassified into earnings in the same period(s) during which the hedged transactions affect earnings. The Company’s derivative financial instruments are described more fully in Note 10 to the Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods required by the SEC and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2025 was carried out under the supervision and with the participation of management, including the Company’s Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers concluded that the Company’s disclosure controls and procedures were effective.

The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting. There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of it that occurred during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or to which the property of the Company is subject.

Item 1A. Risk Factors

There were no material changes to the Company’s risk factors as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

During the three months ended June 30, 2025 , none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

Item 6. Exhibits

The following documents are attached hereto as Exhibits:

31.1 | Certification of Chief Executive Officer, Section 302 Certification.
31.2 | Certification of Chief Financial Officer, Section 302 Certification.
32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101 | The following materials from First National Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 formatted in Inline eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Shareholders’ Equity, and (vi) Notes to Consolidated Financial Statements.
104 | The cover page from First National Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (included with Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FIRST NATIONAL CORPORATION |  |
(Registrant) |  |
/s/ Scott C. Harvard |  | August 13, 2025
Scott C. Harvard |  | Date
President and Chief Executive Officer |  |
/s/ Brad E. Schwartz |  | August 13, 2025
Brad E. Schwartz |  | Date
Executive Vice President and Chief Financial Officer |  |

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