Annual report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ 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: 001-13349 Graphic BAR HARBOR BANKSHARES (Exact name of registrant as specified in its charter) Maine 01-0393663(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) PO Box 40082 Main Street, Bar Harbor, ME 04609-0400(Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (207) 669-6784 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, par value $2.00 per share BHB NYSE American Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ 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 1934during 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 filingrequirements 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 ofRegulation S-T (§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, a smaller reporting company or anemerging growth company. See the definition 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒ The aggregate market value of the common stock held by non-affiliates of Bar Harbor Bankshares was $447,663,721 based on the closing sale price of thecommon stock on the NYSE American on June 30, 2025, the last trading day of the registrant’s most recently completed second quarter. The Registrant had 16,742,104 shares of common stock, par value $2.00 per share, outstanding as of March 6, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Definitive Proxy Statement for the 2026 Annual Meeting of Shareholders, to be filed within 120 days after December 31, 2025 areincorporated by reference into Part III this Annual Report on Form 10-K.
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2 BAR HARBOR BANKSHARES AND SUBSIDIARIES FORM 10-K INDEX Page PART I. ITEM 1. BUSINESS 3 ITEM 1A. RISK FACTORS 21 ITEM 1B. UNRESOLVED STAFF COMMENTS 34 ITEM 1C. CYBERSECURITY 34 ITEM 2. PROPERTIES 36 ITEM 3. LEGAL PROCEEDINGS 36 ITEM 4. MINE SAFETY DISCLOSURES 36 PART II. ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 37 ITEM 6. [RESERVED] 39 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 39 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 51 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 54 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 133 ITEM 9A. CONTROLS AND PROCEDURES 134 ITEM 9B. OTHER INFORMATION 134 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 134 PART III. ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 135 ITEM 11. EXECUTIVE COMPENSATION 135 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 135 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 135 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 135 PART IV. ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 136 ITEM 16. FORM 10-K SUMMARY 138 SIGNATURES The Company conducts business operations principally through Bar Harbor Bank & Trust, which may be referred to as the Bank and which is a subsidiary of Bar Harbor Bankshares. Unless the context requires otherwise, references in this Annual Report on Form 10-K to "our Company, "our," "us," "we" and similar terms refer to Bar Harbor Bankshares and its subsidiaries, including the Bank, collectively.
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Table of Contents 3 PART I ITEM 1. BUSINESS. FORWARD-LOOKING STATEMENTS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Annual Report on Form 10-K (the “Form 10-K” or “Annual Report”) that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this Form 10-K the words “believe,” “anticipate,” “expect,” “may,” “will,” “assume,” “should,” “predict,” “could,” “would,” “intend,” “targets,” “estimates,” “projects,” “plans,” and “potential,” and other similar words and expressions of the future, are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking, including statements about our future financial and operating results and plans, objectives, and intentions. All forward-looking statements are subject to risks, uncertainties, and other factors that may cause the actual results, performance, or achievements of our company to differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, including, but not limited to: ● changes in general business and economic conditions on a national basis and in our markets throughout Northern New England; ● changes in consumer behavior due to political, business, and economic conditions, including inflation and concerns about liquidity; ● the possibility that our asset quality could decline or that we experience greater loan losses than anticipated; ● the impact of liquidity needs on our results of operations and financial condition; ● changes in the size and nature of our competition; ● the effect of interest rate increases on the cost of deposits; ● unanticipated weakness in loan demand, pricing or collectability; ● the effect of interest rate increases on the cost of deposits; ● unanticipated weakness in loan demand or loan pricing; ● the possibility that future credit losses are higher than currently expected due to changes in economic assumptions or adverse economic developments; ● operational risks including, but not limited to, changes in information technology, cybersecurity incidents, fraud, natural disasters, climate change, war, terrorism, civil unrest, and future pandemics; ● lack of strategic growth opportunities or our failure to execute on available opportunities; ● failure to realize the expected synergies, cost savings and other financial benefits from the acquisition of Guaranty Bancorp, Inc.; ● our ability to effectively manage problem credits; ● our ability to successfully develop new products and implement efficiency initiatives on time and with the results projected; ● our ability to retain executive officers and key employees and their customer and community relationships; ● regulatory, litigation, and reputational risks and the applicability of insurance coverage; ● changes in the reliability of our vendors, internal control systems or information systems; ● the impacts of tariffs, sanctions and other trade policies of the United States and its global trading counterparts; ● changes in legislation or regulation and accounting principles, policies, and guidelines; ● reductions in the market value or outflows of wealth management assets under management; and ● changes in the assumptions used in making such forward-looking statements. Other factors not identified above, including those described in the Annual Report under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Most of these factors are
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Table of Contents 4 difficult to anticipate and are generally beyond our control. You should consider these factors in connection with considering any forward-looking statements that may be made by us. We undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless we are required to do so by law. GENERAL Bar Harbor Bankshares (the “Company,” “we,” “our” or “us” or similar terms) is the parent company of Bar Harbor Bank & Trust (the "Bank”), which is the only community bank headquartered in Northern New England with branches in Maine, New Hampshire, and Vermont. The Bank is a regional community bank that thinks differently about banking. The Bank provides the technology offerings and capabilities of larger banks, accompanied by access to local decision makers who are acutely focused on their local markets. Having recently celebrated the 139th anniversary of the Bank’s founding, we remain focused on helping our customers achieve their goals as the key to the Bank’s success. With over 450 dedicated professionals and more than 60 locations, we are committed to servicing and building enduring relationships by providing a higher standard of banking. We offer a variety of financial products and services designed around our customers in order to serve their banking and financial needs. Through these efforts, we continue to be a relationship-focused community bank, maintaining our credit quality and serving businesses, entrepreneurs, and individuals within our footprint. Our corporate goal is to be one of the most consistently high performing community banks in New England, and our business model is centered on the following: ● Employee and customer experience is the foundation of superior performance, which leads to significant financial benefit to shareholders ● Geography, heritage, and performance are key while remaining true to a community-focused culture ● Commitment to risk management while balancing growth and earnings ● Service and sales driven culture with a focus on core business growth ● Fee income is fundamental to our profitability through trust and treasury management services, customer derivatives, and secondary market mortgage sales ● Investment in processes, products, technology, training, leadership, and infrastructure ● Expansion of our brand and business to deepen market presence ● Opportunity and growth for existing employees while adding catalyst recruits across all levels Shown below is a profile and geographical footprint of the Bank as of December 31, 2025: Graphic
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Table of Contents We serve established and growing markets in Maine, New Hampshire, and Vermont with more than 48 thousand, 73 thousand, and 23 thousand customers, respectively in those states. Within these markets, tourism, agriculture, and fishing industries remain strong and continue to drive economic activity. These core markets have also maintained their strength through diversification into various service industries. Maine We have 22 full-service branches in operation and two wealth management offices principally located in the regions of downeast, midcoast, and central Maine, which are generally characterized as rural areas. We also have a commercial loan production office in Portland, Maine. In Maine, we consider our primary market areas to be Hancock, Penobscot, Washington, Kennebec, Knox, and Sagadahoc counties. The economies in these counties are based primarily on tourism, healthcare, fishing and lobstering, agriculture, state government, and small local businesses. They are also supported by a large contingent of retirees. New Hampshire We have 30 full-service branches in operation and five wealth management offices in New Hampshire located in the Lake Sunapee, Upper Valley, Northern New Hampshire, and Merrimack Valley regions. There are several distinct markets within each of these regions. The towns or cities of Nashua, Manchester, and Concord are considered part of the Merrimack Valley. Nashua, New Hampshire is a regional commercial, entertainment, and dining destination. With its border to Massachusetts, it also enjoys a vibrant high-tech industry and a robust retail industry due in part to New Hampshire’s absence of a sales tax. The Upper Valley region of New Hampshire includes the towns of Lebanon and Hanover, which are home to Dartmouth- Hitchcock Medical Center and Dartmouth College, respectively. Northern New Hampshire includes the communities of Woodsville, Plymouth, and Littleton, with Littleton serving as the region’s primary economic hub. The regional economy is largely driven by tourism and agriculture. The Lake Sunapee market is a popular year-round recreation and resort area that includes both Lake Sunapee and Mount Sunapee and includes the towns of Claremont, New London, and Newport. Vermont We have 10 full-service branches in operation in Vermont. The branches are primarily located in central Vermont within Rutland, Windsor, and Orange counties. These markets are home to many attractions, including Killington Mountain and the city of Rutland. Popular vacation destinations in this region include Woodstock and Brandon. SUBSIDIARY ACTIVITIES Bar Harbor Bankshares is a legal entity separate and distinct from its first-tier bank subsidiary, Bar Harbor Bank & Trust, and its second-tier subsidiaries, Bar Harbor Wealth Management (“BHWM”) and Cottage Street Corporation. There are two Connecticut statutory trusts for which all of the common stock is owned by the Company. These capital trusts are unconsolidated, and their only material asset is a $20.6 million trust preferred security related to the junior subordinated debentures reported in Note 8 – Borrowed Funds of the Consolidated Financial Statements. AVAILABLE INFORMATION Annual, quarterly, and current reports, proxy statements and other information are required to be filed with the Securities and Exchange Commission (“SEC”). The SEC maintains a website at www.sec.gov that contains reports, proxy statements, and information statements, and other information regarding issuers that file electronically with the SEC. The Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and amendments to those documents filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are also available free of charge on our website at www.barharbor.bank under the Shareholders Relations link as soon as reasonably practicable after such reports are electronically filed with or furnished to the SEC. Our Code of Ethics for Senior Financial Officers, Code of Conduct and Business Ethics, Securities and Insider Trading Policy and the charters of our Board of Directors’ audit committee, governance committee, and compensation and human resources committee are also available on our website (www.barharbor.bank) and in print free of charge to any shareholder
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Table of Contents 6 who requests them. Requests should be sent by mail to our corporate secretary at our executive office. We intend to disclose on our website any amendments or waivers to our Code of Ethics for Senior Financial Officers or Code of Conduct and Business Ethics that are required to be disclosed pursuant to Item 5.05 of Form 8-K. Investors should note announcements of material information to investors and others are performed using SEC filings, press releases, and postings on our website (www.barharbor.bank), including news and announcements regarding financial performance, key personnel, brands, and business strategy. Information posted on the corporate website could be deemed material to investors. Investors are encouraged to review the information posted on these channels. Updates may be made, from time to time, to the list of channels used to communicate information that could be deemed material, and any such change will be posted on www.barharbor.bank. The information on the website is not, and shall not be deemed to be, a part hereof or incorporated into this or any other filings with the SEC. COMPETITION Major competitors in our market areas include local independent banks, local branches of large regional and national bank affiliates, thrift institutions, savings and loan institutions, mortgage companies, and credit unions. We effectively compete with other financial institutions by emphasizing quality customer service, making decisions at the local level, maintaining long-term customer relationships, building customer loyalty, and providing products and services designed to address customers’ specific needs. However, no assurance can be provided regarding the ongoing ability to compete effectively with other financial institutions in the future. No part of the business is materially dependent upon one or a few customers or upon a particular industry segment, the loss of which would have a material adverse impact on our results of operations. LENDING ACTIVITIES General Loans are originated in four basic portfolio categories, which are discussed below. These portfolios include the categories commercial real estate, commercial and industrial, residential real estate and other consumer loans. Loan interest rates and other key loan terms are affected principally by our lending policy, asset/liability strategy, loan demand, competition, and the supply of money available for lending purposes. The amount of long-term fixed-rate lending and adjustable-rate lending is monitored according to the Bank’s interest rate management policy. Loans originated are held for investment except for certain residential mortgages that are underwritten with the intention to be sold in the secondary mortgage market. Loan Portfolio Analysis The following table sets forth the year-end composition of the loan portfolio in dollar amounts and as a percentage of the portfolio for the years indicated. Further information about the composition of the loan portfolio is contained in Note 4 – Loans and Allowance for Credit Losses of the Consolidated Financial Statements. 2025 2024 (in thousands, except % of % ofpercentages) Amount Total Amount Total Commercial construction $ 213,779 6 % $ 131,617 4 % Commercial real estate owner occupied 385,843 11 302,074 10 Commercial real estate non-owner occupied 1,450,597 40 1,358,903 43 Municipal and other 43,106 1 44,275 2 Commercial and industrial 315,370 9 319,766 10 Residential real estate 1,068,413 30 888,251 28 Home equity 114,484 3 94,141 3 Consumer other 14,267 — 8,069 — Total loans $ 3,605,859 100% $ 3,147,096 100%
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Table of Contents 7 Commercial Loan Exposure and Industries All commercial loans are assigned Standard Industrial Classification codes, North American Industry Classification System codes, and state and county codes. The following table summarizes the major industries of the commercial loan portfolio as of December 31, 2025 and 2024: 2025 2024 (in thousands, exceptpercentages) Loans TotalExposure % of TotalPortfolio Loans TotalExposure % of TotalPortfolio Real Estate and Rental and Leasing $ 1,205,510 $ 1,375,241 50% $ 1,109,613 $ 1,286,712 51% Accommodation and Food Services 520,229 553,887 22 415,321 444,028 19 Health Care and Social Assistance 106,933 115,639 4 96,767 105,873 4 Retail Trade 95,021 112,872 4 77,771 95,424 4 Wholesale Trade 66,283 123,771 3 62,832 112,913 3 Agriculture, Forestry, Fishing and Hunting 54,366 60,700 2 47,591 58,335 2 Finance and Insurance 53,524 117,889 2 79,692 117,718 4 Construction 46,642 80,033 2 23,817 67,060 1 Educational Services 44,024 54,451 2 47,635 56,855 2 Public Administration 36,256 42,973 2 37,106 38,191 2 Arts, Entertainment, and Recreation 31,930 43,150 1 29,794 32,221 1 Manufacturing 27,284 53,976 1 36,627 56,644 2 Transportation and Warehousing 13,104 15,781 1 12,069 14,411 1 All other 107,589 133,692 4 80,000 115,435 4 Total commercial loans $ 2,408,695 $ 2,884,055 100% $ 2,156,635 $ 2,601,820 100% Within our non-owner-occupied commercial real estate portfolio (considered “Commercial construction” and “Commercial real estate non-owner occupied” above), the top 10 loans represent approximately 18.1% of total commercial real estate loans outstanding. The average loan size in the CRE segment is approximately $1.8 million. Delinquencies within the segment were nominal at less than 0.02% as a percentage of the total segment as of December 31, 2025. Maximum loan-to-value ratios at origination are governed by established policy and regulatory guidelines. The weighted average loan-to-value ratio for the top 10 loans within the non-owner occupied segment was 61.0% as of December 31, 2025. The top 10 office loans represent approximately 7.6% of the total commercial real estate segment exposure inclusive of unfunded commitments and 8.3% of the outstanding balances. The weighted average loan-to-value for the top 10 loans within the office segment is 66.6%. Our total commercial portfolio has a pass rating of 95%, included in the commercial portfolio are office loans of $250.3 million which have a pass rating of 86%.
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Table of Contents 8 Maturity and Sensitivity of the Loan Portfolio The following table shows contractual maturities of selected loan categories at December 31, 2025. The contractual maturities do not reflect premiums, discounts, deferred costs, or prepayments. Within 1 to 5 5 to 15 After(in thousands, except percentages) 1 year Years Years 15 Years Total % of Total Contractual Maturity Commercial construction $ 227 $ 161,198 38,839 13,515 $ 213,779 6 % Commercial real estate owner occupied 13,064 123,861 217,711 31,207 385,843 11 Commercial real estate non- owner occupied 172,828 662,133 568,252 47,384 1,450,597 40 Municipal and other 5,923 13,604 12,695 10,884 43,106 1 Commercial and industrial 44,288 110,507 125,088 35,487 315,370 9 Residential real estate 2,705 40,027 152,821 872,860 1,068,413 30 Home equity 1,028 2,993 15,123 95,340 114,484 3 Consumer other 3,465 8,740 1,936 126 14,267 — Total loans $ 243,528 $ 1,123,063 $ 1,132,465 $ 1,106,803 $ 3,605,859 100 % Repricing Date Fixed-rate 72,862 415,136 477,560 755,656 1,721,214 48 Floating or adjustable rate 170,666 707,927 654,905 351,147 1,884,645 52 Total loans $ 243,528 $ 1,123,063 $ 1,132,465 $ 1,106,803 $ 3,605,859 100 % Problem Assets There is a preference to work with borrowers to resolve problems rather than proceeding to foreclosure. For commercial loans, this may result in a period of forbearance or restructuring of the loan, which is normally done at current market terms and may not result in a “troubled” loan designation. For residential mortgage loans, the Consumer Financial Protection Bureau (“CFPB”) guidelines are followed to attempt a restructuring that will enable owner-occupants to remain in their homes. However, if these processes fail to result in a performing loan, foreclosure or other proceedings will be initiated no later than the 120th day of a delinquency, as necessary, to minimize any potential loss. Management reports on delinquent loans and non- performing assets to the Company’s Board of Directors monthly through the Board Risk Committee. Loans are generally removed from accruing status when they reach 90 days delinquent, except for certain loans which are well secured and in the process of collection. Loan collections are managed by a combination of the related business units and the managed assets group.
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Table of Contents 9 The following table presents the problem assets for the years indicated: (in thousands, except ratios) 2025 2024 Non-accruing loans: Commercial construction $ 31 $ — Commercial real estate owner occupied 829 736 Commercial real estate non-owner occupied 184 277 Municipal and other — — Commercial and industrial 1,371 1,099 Residential real estate 7,912 3,591 Home equity 1,183 1,267 Consumer other 76 24 Total loans 11,586 6,994 Non-Performing securities available for sale 2,203 5,760 Other real estate owned — — Total non-performing assets $ 13,789 $ 12,754 Total non-performing loans/total loans 0.32% 0.22% Total non-performing assets/total assets 0.29 0.31 Allowance for Credit Losses Our loan portfolio is regularly reviewed by management to evaluate the adequacy of the allowance for credit losses (“ACL”). The allowance represents management’s estimate of expected losses that are probable and estimable as of the date of the financial statements. The ACL is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis, generally larger non-accruing commercial loans. The ACL is discussed further in Note 1 – Summary of Significant Accounting Policies of the Consolidated Financial Statements.
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Table of Contents 10 The following table presents an analysis of the ACL for the years indicated: (in thousands, except ratios) 2025 2024 Balance at beginning of year $ 28,744 $ 28,142 Charged-off loans: Commercial construction — — Commercial real estate owner occupied — (3) Commercial real estate non-owner occupied — — Municipal and other — — Commercial and industrial (737) (187) Residential real estate — — Home equity — — Consumer other (284) (277) Total charged-off loans (1,021) (467) Recoveries on charged-off loans: Commercial construction — — Commercial real estate owner occupied — — Commercial real estate non-owner occupied — — Municipal and other — — Commercial and industrial 17 29 Residential real estate 36 15 Home equity 12 11 Consumer other 6 59 Total recoveries on charged-off loans 71 114 Net (charge-offs) recoveries (950) (353) ACL established on PCD loans 1,622 — Provision for credit losses 4,636 955 Balance at end of year $ 34,052 $ 28,744 Ratios: Net charge-offs (recoveries)/average loans 0.03% 0.01% Recoveries/charged-off loans 7 24 Allowance for credit losses/total loans 0.94 0.91 Allowance for credit losses/non-accruing loans 294 411 The following table presents year-end data for the approximate allocation of the ACL by loan categories at the dates indicated. For each loan category, the table shows the amount of the allowance allocated to that category as a percentage of the outstanding loans in that category. The allocation of the allowance to each category is not indicative of future losses and does not restrict the use of any of the allowance to absorb losses in any category. 2025 2024 % Allocated to % Allocated to (in thousands, except ratios) Amount Total Loans Amount Total Loans Commercial construction $ 4,371 0.12% $ 2,096 0.07% Commercial real estate owner occupied 4,045 0.11 2,794 0.09 Commercial real estate non-owner occupied 12,837 0.36 11,104 0.35 Municipal and other 119 — 128 0.01 Commercial and industrial 5,378 0.15 5,064 0.16 Residential real estate 6,350 0.18 6,732 0.21 Home equity 814 0.02 741 0.02 Consumer other 138 — 85 — Total $ 34,052 0.94% $ 28,744 0.91%
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Table of Contents 11 INVESTMENT SECURITIES ACTIVITIES The objective of the investment portfolio is to provide liquidity when loan demand is high, and to absorb excess funds when demand is low. The securities portfolio also provides a medium for certain interest rate risk measures intended to maintain an appropriate balance between interest income from loans and total interest expense. For additional information, see Item 7A of this Annual Report. We invest in what we believe to be high-quality investment-grade securities. Investment decisions are made in accordance with the investment and treasury policies and include consideration of risk, return, duration, and portfolio concentrations. For further discussion on investments see Note 3 – Available-for-sale Debt Securities of the Consolidated Financial Statements. The following table presents the amortized cost and fair value of available-for-sale debt securities for the years indicated: 2025 2024 Amortized Amortized(in thousands) Cost Fair Value Cost Fair Value Debt Securities: Obligations of US Government-sponsored enterprises $ 1,113 $ 1,102 $ 1,344 $ 1,318 Mortgage-backed securities and collateralized mortgage obligations: US Government-sponsored enterprises 268,976 249,542 208,818 177,316 US Government agency 163,369 153,900 115,177 103,916 Private label 11,793 10,999 40,633 39,564 Obligations of states and political subdivisions thereof 120,447 104,539 116,421 105,452 Corporate bonds 79,255 77,342 100,923 93,452 Total $ 644,953 $ 597,424 $ 583,316 $ 521,018 The following table presents the amortized cost and weighted average yields of available-for-sale debt securities by maturity: December 31, 2025 Within Over 1 Year Over 5 Years Over (in thousands, except ratios) 1 Year to 5 Years to 10 years 10 Years Total Debt Securities: Obligations of US Government- sponsored enterprises $ 9 $ 161 $ 255 $ 688 $ 1,113 Mortgage-backed securities and collateralized mortgage obligations: US Government-sponsored enterprises 1 2,643 15,627 250,705 268,976 US Government agency — 80 3,248 160,041 163,369 Private label — 2,000 1,074 8,719 11,793 Obligations of states and political subdivisions thereof — 420 7,434 112,593 120,447 Corporate bonds 14,736 35,019 29,500 — 79,255 Total $ 14,746 $ 40,323 $ 57,138 $ 532,746 $ 644,953 Weighted Average Yield 5.70% 5.80% 4.36% 3.07% 3.44%
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Table of Contents DERIVATIVE FINANCIAL INSTRUMENTS Interest swap derivatives are utilized to minimize fluctuations in earnings and cash flows caused by interest rate volatility either in the form of interest rate swaps on wholesale funding and variable rate loans designated as cash flow hedges or partial interest rate hedges on securities accounted for as fair value hedges. For further discussion on derivatives see Note 11 – Derivative Financial Instruments and Hedging Activities of the Consolidated Financial Statements. Derivative products are offered in the form of interest rate swaps and interest rate caps, to commercial loan customers to facilitate their risk management strategies. An interest rate swap is entered into with a customer, while at the same time an offsetting interest rate swap with another financial institution is entered into to offset. These interest rate swap transactions allow customers to effectively fix the interest rate on their loans. Customer loan derivative income is recognized for the upfront fee paid by the customer at origination. These swaps are designated as economic hedges and transactions are cleared through arrangements with third-party financial institutions. Mortgage banking activities result in two types of derivative instruments. Interest rate lock commitments are offered to residential loan customers, to allow them the ability to lock into a fixed interest rate prior to closing, for loans intended to sell are classified as non-hedging derivatives. To offset this risk, an offsetting forward sale commitment may be entered into with national financial institutions to purchase the loans selected for sale under a best efforts or mandatory delivery contract accounted for as an economic hedge. Floating-rate fundings are certain hedging transactions and certain products, such as floating-rate loans and mortgages, determine the applicable interest rate or payment amount by reference to a benchmark rate, such as the secured interbank overnight financing rate (“SOFR”), or to an index, basket or other financial metric. DEPOSIT ACTIVITIES A variety of deposit products to consumers, businesses and institutional customers with a wide range of interest rates and terms are offered. Deposits consist of interest-bearing and non-interest-bearing demand accounts, savings accounts, money market deposit accounts, and certificates of deposit. Deposits are solicited primarily in the market area, excluding brokered deposits. Competitive pricing policies, marketing and customer service to attract and retain deposits are relied upon. Customer-related deposit fees are a significant source of fee income and principally derived from debit card interchange fees earned from transaction fees that merchants pay whenever a customer uses a debit card to make a purchase. Customer deposit fees are also earned from a variety of deposit accounts with various fee schedules and terms, which are designed to meet the customer’s financial needs. Other depositor-related fee services provided to customers include ATMs, remote deposit capture, ACH origination, wire transfers, internet bill pay, and other cash management services. Pricing of deposits is managed in keeping with the asset/liability management, liquidity and profitability objectives, subject to market competitive factors. Based on our experience, deposits are relatively stable sources of funds. Despite this stability, the ability to attract and maintain these deposits and rates are significantly affected by market conditions. The following table presents the average balances and weighted average rates for deposits for the years indicated: 2025 2024 (in thousands, except ratios) AverageBalance Percentof Total WeightedAverageRate AverageBalance Percentof Total WeightedAverageRate Non-interest bearing demand $ 614,447 17% —% $ 570,787 18% —% Interest-bearing demand 1,003,074 28 1.41 886,272 28 1.41 Savings 588,052 17 0.64 546,517 17 0.67 Money market 425,177 12 2.62 379,997 12 3.02 Time deposits 909,629 26 3.79 791,228 25 4.30 Total $ 3,540,379 100% 1.79% $ 3,174,801 100% 1.94%
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Table of Contents 13 Estimated uninsured non-maturity deposits were $424.6 million as of December 31, 2025 and $404.7 million as of December 31, 2024. Estimated uninsured time deposits were $112.4 million and $85.3 million as of December 31, 2025 and 2024, respectively. The following table presents the scheduled maturities of time deposits greater than $250 thousand at December 31, 2025: (in thousands, except ratios) Amount Three months or less $ 66,992 Over 3 months through 6 months 74,893 Over 6 months through 12 months 83,053 Over 12 months 5,167 Total $ 230,105 BORROWING ACTIVITIES Borrowings may be utilized as an alternative source of funds which can be invested at a positive interest rate spread when additional capacity to fund loan demand is desired or when asset/liability management goals are met to diversify funding sources and enhance interest rate risk management. Borrowings historically have included advances from the Federal Home Loan Bank of Boston ("FHLB"), securities sold under repurchase agreements, and a correspondent bank unsecured line of credit. Advances may be obtained from the FHLB by collateralizing the advances with certain loans and investment securities. These advances may be made pursuant to several different credit programs, each of which has its own interest rate, range of maturities and call features. We also have subordinated notes, junior subordinated debenture and other sources of liquidity that are fully described in Note 8 –Borrowed Funds of the Consolidated Financial Statements. RETAIL BROKERAGE SERVICES Bar Harbor Financial Services principally serves the brokerage needs of individuals ranging from first-time purchasers to sophisticated investors. It also offers a line of life insurance, annuity, and retirement products, as well as financial planning services. These products are not deposits, are not insured by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency, are not guaranteed by the Bank or any affiliate, and may be subject to investment risk, including possible loss of principal. Bar Harbor Financial Services is a branch office of Osaic Institutions, Inc., (“Osaic”) a full-service third-party broker-dealer, conducting business under the assumed business name “Bar Harbor Financial Services.” Osaic is an independent registered broker-dealer and is not affiliated with the Company or its subsidiaries. Osaic was formed by a group of member banks, and is one of the largest providers of third-party investment and insurance services to banks and their customers in New England. Through Osaic, the expertise, capabilities, and experience of a well-established third-party broker-dealer is obtained in a cost effective manner. TRUST MANAGEMENT SERVICES The Bank has one wholly-owned subsidiary, BHWM, that provides a comprehensive array of fiduciary services including trust and estate administration, wealth advisory services, and investment management services to individuals, businesses, not-for-profit organizations, and municipalities. As a New Hampshire- chartered trust company, BHWM is subject to New Hampshire laws applicable to trust companies and fiduciaries. Professional advisors help individuals and families structure accounts that will meet their long- term financial needs. To many wealth management clients, the effective transfer of wealth to future generations is of paramount importance. The trust services act as a fiduciary for various types of trusts and serves as the investment manager for these accounts. Outside of trust services, they also provide 401(k) plan services, financial, estate and charitable planning, investment management, family office, municipal and tax services. The
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Table of Contents 14 employees include credentialed investment professionals with extensive experience. At December 31, 2025 and 2024, trust management services had total assets under management (“AUM”) of $3.0 billion and $2.8 billion, respectively. HUMAN CAPITAL We are very fortunate to have a committed team throughout Maine, New Hampshire, and Vermont who are capable, determined and empowered to drive our company forward. As of December 31, 2025, we had 530 full time equivalent employees. None of our colleagues are represented by unions. All employment decisions are based on talent and potential for growth. Our ability to attract and retain top-tier talent while sustaining and deepening the current relationships is critical to maintaining a best-in-class customer and colleague experience. The opportunity for personal and professional development is a critically important focus of ours and one that helps us retain top talent. We are keenly aware of our ability to be a positive impact in the communities we serve, as such we are committed to supporting, developing, and encouraging colleague engagement with their communities. We invest in our employees and continuously encourage them to build the skills they need to become an even more valuable team member. Opportunities are provided for colleagues to take on challenging and intriguing work to advance their career goals and transition into new roles as the banking industry evolves. In addition, we provide colleagues with access to a variety of programs developed to align with the knowledge, skills and capabilities that are critical to our organization’s success both now and in the future. Attracting, retaining, and rewarding high-performing talent is key to our success. Our total rewards program is designed to recognize and reward top talent and keep colleagues engaged effectively. A critical component of our total rewards program is compensation. Our compensation strategy is deeply rooted in a pay for performance philosophy. The intent of this strategy is to align colleague contributions and rewards with the success of the organization. We participate in several market studies, including peers in the banking industry, to ensure competitive pay, benefits, and programs. Annual merit increases align with market data and performance to ensure fair and equitable practices are adhered to. Incentive programs are a meaningful component of colleague compensation and are tied to both company and individual performance. To complement these programs, colleagues are also able to provide and receive recognition through our online portal, Bar Harbor Connect. When recognized colleagues receive points that they can then redeem for rewards of their choice such as gift cards, logo items, and concert tickets. Beyond compensation, our total rewards program underscores our commitment to colleague’s health and well-being. We offer comprehensive benefit packages, including medical, dental, vision, life, disability, and several other voluntary programs. We also contribute to employee-owned health savings accounts and utilize our wellness program to encourage colleagues to stay fit physically and mentally. The retirement savings programs include a 401(k) plan with a generous company match that vests immediately, along with an Employee Stock Purchase Plan (ESPP) that allows colleagues to be owners of the Company at a reduced price. ESPP provides a benefit to our colleagues while also encouraging them to think and make decisions like shareholders. REGULATION AND SUPERVISION The following discussion addresses elements of the regulatory framework applicable to the Company. This regulatory framework is intended primarily to protect the safety and soundness of depository institutions, the federal deposit insurance system and depositors, rather than the shareholders of a bank holding company such as the Company. The following discussion is qualified in its entirety by reference to the full text of the statutes, regulations, policies and guidelines described below. Regulation of the Company As a bank holding company, the Company is subject to regulation, supervision and examination by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and the Maine Bureau of Financial Institutions (the “BFI”).
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Table of Contents The Federal Reserve Board has the authority, among other things, to order bank holding companies to cease and desist from unsafe or unsound banking practices; to assess civil money penalties; and to order termination of non-banking activities or termination of ownership and control of a non-banking subsidiary by a bank holding company. Source of Strength. Bank holding companies are required to serve as a source of financial strength for their subsidiary banks. Under this requirement, the Company is expected to commit resources to support the Bank, including at times when the Company may not have the resources to provide support to the Bank. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a bank subsidiary will be assumed by the bankruptcy trustee and entitled to a priority of payment. Acquisitions and Activities. The BHC Act prohibits a bank holding company, without prior approval of the Federal Reserve Board, from acquiring all or substantially all the assets of a bank, acquiring control of a bank, merging or consolidating with another bank holding company, or acquiring direct or indirect ownership or control of any voting shares of another bank or bank holding company if, after such acquisition, the acquiring bank holding company would control more than 5% of any class of the voting shares of such other bank or bank holding company. The BHC Act also generally prohibits a bank holding company from engaging directly or indirectly in activities other than those of banking, managing or controlling banks or furnishing services to its subsidiary banks. However, among other permitted activities, a bank holding company may engage directly or indirectly in, and acquire control of companies engaged in, activities that the Federal Reserve Board has determined to be closely related to banking, subject to certain notification requirements. Limitations on Acquisitions of Company Common Stock. The Change in Bank Control Act prohibits a person or group of persons from acquiring “control” of a bank holding company unless the Federal Reserve Board has been notified and has not objected to the transaction. Under rebuttable presumptions of control established by the Federal Reserve Board, the acquisition of control of voting securities of a bank holding company constitutes an acquisition of control under the Change in Bank Control Act, requiring prior notice to and non-objection by the Federal Reserve Board, if, immediately after the transaction, the acquiring person (or persons acting in concert) will own, control, or hold with power to vote 10% or more of any class of voting securities of the bank holding company, and if either (i) the bank holding company has registered securities under Section 12 of the Exchange Act, or (ii) no other person will own, control, or hold the power to vote a greater percentage of that class of voting securities immediately after the transaction. In addition, the BHC Act prohibits any company from acquiring control of a bank or bank holding company without first having obtained the approval of the Federal Reserve Board. Among other circumstances, under the BHC Act, a company has control of a bank or bank holding company if the company owns, controls or holds with power to vote 25% or more of a class of voting securities of the bank or bank holding company, controls in any manner the election of a majority of directors or trustees of the bank or bank holding company, or the Federal Reserve Board has determined, after notice and opportunity for hearing, that the company has the power to exercise a controlling influence over the management or policies of the bank or bank holding company. The Federal Reserve Board has established presumptions of control under which the acquisition of control of 5% or more of a class of voting securities of a bank holding company, together with other factors enumerated by the Federal Reserve Board, could constitute the acquisition of control of a bank holding company for purposes of the BHC Act. Additionally, an existing bank holding company must obtain prior approval of the Federal Reserve Board to acquire 5% or more of a class of voting securities of a bank or bank holding company. Maine law also requires that any “person or company” obtain the approval of the Maine Superintendent of Financial Institutions before acquiring control of a Maine financial institution. For purposes of Maine law, a “person” means an individual or individuals acting in concert, and a company may be deemed to control a Maine financial institution, among other circumstances, if it would be presumed to control the financial institution under the Change in Bank Control Act, including through acting in concert with other persons or entities. Other Regulations As a Maine corporation, the Company is subject to certain limitations and restrictions under applicable Maine corporate law. For example, state law restrictions in Maine include limitations and restrictions relating to indemnification of
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Table of Contents 16 directors, distributions and dividends to shareholders, transactions involving directors, officers or interested shareholders, maintenance of books, records, and minutes, and observance of certain corporate formalities. Further, as a Maine financial institution holding company, the Company is also subject to certain requirements and restrictions under applicable Maine banking law. The Company is also under the jurisdiction of the SEC and is subject to the disclosure and regulatory requirements of the Securities Act and the Exchange Act. The Company’s common stock is listed on the New York Stock Exchange American exchange (“NYSE American”) under the trading symbol “BHB,” and is subject to the rules of NYSE American for listed companies. Regulation of the Bank As a Maine-chartered financial institution that is not a member of the Federal Reserve System, the Bank is subject to supervision, regular examination, and regulation by the BFI and the FDIC as its primary federal regulator and as its deposit insurer. The Bank is also subject to various Maine business and banking regulations and the regulations issued by the CFPB (as enforced by the FDIC). The Federal Reserve Board may also directly examine the subsidiaries of the Company, including the Bank. The FDIC and the BFI have the authority to issue cease and desist orders; to terminate insurance of deposits; to assess civil money penalties; to issue directives to increase capital; to place the bank into receivership; and to initiate injunctive actions against banking organizations and institution-affiliated parties. Deposit Insurance. The deposit obligations of the Bank are insured by the FDIC’s Deposit Insurance Fund (“DIF”) up to $250,000 per depositor with respect to deposits held in the same right and capacity. The DIF is funded mainly through quarterly insurance assessments on insured banks based on their assessment base. The FDIC calculates deposit insurance assessment rates for established small banks, generally those banks with less than $10 billion of assets that have been insured for at least five years, using supervisory ratings, financial ratios, and other factors. For 2025, the FDIC insurance expense for the Bank was $1.9 million. The FDIC has the authority to adjust deposit insurance assessment rates at any time. In addition, under the Federal Deposit Insurance Act (the “FDIA”), the FDIC may terminate deposit insurance, among other circumstances, upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. Acquisitions and Branching. Prior approval from the BFI and the FDIC is required in order for the Bank to acquire another bank or establish a new branch office. Well capitalized and well managed banks may acquire other banks in any state, subject to certain deposit concentration limits and other conditions, pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, as amended by the Dodd-Frank Act. In addition, the Dodd-Frank Act authorizes a state-chartered bank, such as the Bank, to establish new branches on an interstate basis to the same extent a bank chartered by the host state may establish branches. Activities and Investments of Insured State-Chartered Banks. The FDIA generally limits the types of equity investments an FDIC-insured state-chartered bank, such as the Bank, may make and the kinds of activities in which such a bank may engage, as a principal, to those that are permissible for national banks. Further, the GLBA permits national banks and state banks, to the extent permitted under state law, to engage via financial subsidiaries in certain activities that are permissible for subsidiaries of a financial holding company. In order to form a financial subsidiary, a state-chartered bank must be “well capitalized,” and such banks must comply with certain capital deduction, risk management and affiliate transaction rules, among other requirements. Brokered Deposits. The FDIA and FDIC regulations generally limit the ability of an insured depository institution to accept, renew or roll over any brokered deposit unless the institution’s capital category is “well capitalized” or, with the FDIC’s approval, “adequately capitalized.” Additionally, increased reliance on brokered deposits can increase an institution’s deposit insurance assessment.
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Table of Contents 17 Community Reinvestment Act. The CRA requires the FDIC to evaluate the Bank’s performance in helping to meet the credit needs of the entire community it serves, including low- and moderate-income neighborhoods, consistent with its safe and sound banking operations, and to take this record into consideration when evaluating certain applications. Failure of an institution to receive at least a “satisfactory” rating could inhibit the institution or its parent company from undertaking certain activities, including engaging in activities permitted as a financial holding company under GLBA and acquisitions of other financial institutions. The Bank has achieved a rating of “satisfactory” on its most recent examination dated. On October 24, 2023, the federal banking agencies issued a final rule revising their framework for evaluating banks’ records of community investment under the CRA. On July 16, 2025, these agencies issued a proposal to rescind the October 2023 final rule and reinstate the CRA framework that existed prior to the October 2023 final rule, which has remained in effect. The Bank’s most recent performance evaluation was conducted using the CRA framework that existed prior to the October 2023 final rule. Lending Restrictions. Federal law limits a bank’s authority to extend credit to directors and executive officers of the bank or its affiliates and persons or companies that own, control or have power to vote more than 10% of any class of securities of a bank or an affiliate of a bank, as well as to entities controlled by such persons. Among other things, extensions of credit to insiders are required to be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons. Also, the terms of such extensions of credit may not involve more than the normal risk of repayment or present other unfavorable features and may not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the bank’s capital. Capital Adequacy and Safety and Soundness Regulatory Capital Requirements. The Federal Reserve Board and the FDIC have issued substantially similar risk-based and leverage capital rules applicable to U.S. banking organizations such as the Company and the Bank. These rules are intended to reflect the relationship between a banking organization’s capital and the degree of risk associated with its operations based on transactions recorded on-balance sheet as well as off- balance sheet items. The Federal Reserve Board and the FDIC may from time to time require that a banking organization maintain capital above the minimum levels discussed below, due to the banking organization’s financial condition or actual or anticipated growth. The capital adequacy rules define qualifying capital instruments and specify minimum amounts of capital that banking organizations are required to maintain as a percentage of assets or risk-weighted assets. Common equity Tier 1 capital generally includes common stock and related surplus, retained earnings and, in certain cases and subject to certain limitations, minority interests in consolidated subsidiaries, less goodwill, other non-qualifying intangible assets and certain other deductions. Tier 1 capital generally consists of the sum of common equity Tier 1 elements, non-cumulative perpetual preferred stock, and related surplus and, in certain cases and subject to limitations, minority interests in consolidated subsidiaries that do not qualify as common equity Tier 1 capital, less certain deductions. Tier 2 capital generally consists of hybrid capital instruments, perpetual debt and mandatory convertible debt securities, cumulative perpetual preferred stock, term subordinated debt and intermediate-term preferred stock, and, subject to limitations, ACL on loans. The sum of Tier 1 and Tier 2 capital less certain required deductions represents qualifying total risk-based capital. Newly-issued trust preferred securities generally are not counted as Tier 1 capital, but the Company’s currently outstanding trust preferred securities were grandfathered and continue to count toward its Tier 1 capital. Under the capital rules, risk-based capital ratios are calculated by dividing common equity Tier 1 capital, Tier 1 capital and total capital, respectively, by risk-weighted assets. Assets and off-balance sheet credit equivalents are assigned one of several categories of risk weights based primarily on relative risk. Under the Federal Reserve Board’s rules applicable to the Company and the FDIC’s capital rules applicable to the Bank, the Company and the Bank are each required to maintain a minimum common equity Tier 1 capital to risk- weighted assets ratio of 4.5%, a minimum Tier 1 capital to risk-weighted assets ratio of 6.0%, a minimum total capital to risk-weighted assets ratio of 8.0% and a minimum leverage ratio requirement of 4.0%. Additionally, these rules require an institution to maintain a capital conservation buffer of common equity Tier 1 capital in an amount above the minimum risk-based capital requirements for “adequately capitalized”
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Table of Contents institutions of more than 2.5% of total risk weighted assets, or face restrictions on the ability to pay dividends, pay discretionary bonuses, and to engage in share repurchases. Under the FDIC’s prompt corrective action rules, an FDIC supervised institution is considered “well capitalized” if it (i) has a total capital to risk-weighted assets ratio of 10.0% or greater; (ii) a Tier 1 capital to risk-weighted assets ratio of 8.0% or greater; (iii) a common equity Tier 1 equity ratio of 6.5% or greater, (iv) a leverage capital ratio of 5.0% or greater; and (v) is not subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. The Bank is considered “well capitalized” under this definition. Generally, a bank, upon receiving notice that it is not adequately capitalized (i.e., that it is “undercapitalized”), becomes subject to the prompt corrective action provisions of Section 38 of FDIA that, for example, (i) restrict payment of capital distributions and management fees, (ii) require that its federal bank regulator monitor the condition of the institution and its efforts to restore its capital, (iii) require submission of a capital restoration plan, (iv) restrict the growth of the institution’s assets and (v) require prior regulatory approval of certain expansion proposals. A bank that is required to submit a capital restoration plan must concurrently submit a performance guarantee by each company that controls the bank. A bank that is “critically undercapitalized” (i.e., has a ratio of tangible equity to total assets that is equal to or less than 2.0%) will be subject to further restrictions, and generally will be placed in conservatorship or receivership within 90 days. Safety and Soundness Standards. Guidelines adopted by the federal bank regulatory agencies pursuant to the FDIA establish general standards relating to internal controls and information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, asset quality, earnings, and compensation and benefits. Among other things, the guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder. Dividend Restrictions The Company is a legal entity separate and distinct from the Bank and its other subsidiaries. Revenues and cash flows of the Company (on a non-consolidated basis) are derived primarily from dividends paid to it by the Bank. The right of the Company, and consequently the right of shareholders of the Company, to participate in any distribution of the assets or earnings of its subsidiaries, through the payment of such dividends or otherwise, is subject to the prior claims of creditors of the subsidiaries, including, with respect to the Bank, depositors of the Bank, except to the extent that certain claims of the Company in a creditor capacity may be recognized. Restrictions on Bank Holding Company Dividends. The Federal Reserve Board has the authority to prohibit bank holding companies from paying dividends if such payment is deemed to be an unsafe or unsound practice. The Federal Reserve Board has indicated generally that it may be an unsafe or unsound practice for bank holding companies to pay a dividend that exceeds earnings for the period for which the dividend is being paid. Further, under the Federal Reserve Board’s capital rules, the Company’s ability to pay dividends is restricted if it does not maintain the required capital conservation buffer. See “-Capital Adequacy and Safety and Soundness-Regulatory Capital Requirements” above. Restrictions on Bank Dividends. The FDIC has the authority to use its enforcement powers to prohibit a bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice. Federal law also prohibits the payment of dividends by a bank that will result in the bank failing to meet its applicable capital requirements on a pro forma basis. Maine law requires the approval of the BFI for any dividend that would reduce a bank’s capital below prescribed limits. In addition, the ability of shareholders to participate in any distribution of the assets or earnings of the Bank through the payment of such dividends or otherwise is necessarily subject to the prior claims of creditors of the Bank (including depositors). Certain Transactions by Bank Holding Companies with their Affiliates There are various statutory restrictions on the extent to which insured depository institutions may lend to, provide credit to, or otherwise engage in “covered transactions” with their holding companies or other affiliates. An insured depository
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Table of Contents institution (and its subsidiaries) may not lend money to, or engage in covered transactions with, its non- depository institution affiliates if the aggregate amount of “covered transactions” outstanding involving the bank, plus the proposed transaction, exceeds the following limits: (i) in the case of any one such affiliate, 10% of the capital stock and surplus of the insured depository institution; and (ii) in the case of all affiliates, 20% of the capital stock and surplus of the insured depository institution. For this purpose, “covered transactions” are defined by statute to include, among other things: a loan or extension of credit to an affiliate, a purchase of or investment in securities issued by an affiliate, a purchase of assets from an affiliate, the acceptance of securities issued by an affiliate as collateral for a loan or extension of credit to any person or company, or the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate. “Covered transactions” are also subject to certain collateral security requirements. “Covered transactions” as well as other types of transactions between a bank and a bank holding company must be conducted under terms and conditions, including credit standards, that are at least as favorable to the bank as prevailing market terms. Moreover, Section 106 of the Bank Holding Company Act Amendments of 1970 provides that, to further competition, a bank holding company and its subsidiaries are prohibited from engaging in certain tying arrangements in connection with any extension of credit, lease or sale of property of any kind, or the furnishing of any service. Consumer Protection Regulation General. The Company and the Bank are subject to federal and state laws designed to protect consumers and prohibit unfair or deceptive business practices including the Equal Credit Opportunity Act, Fair Housing Act, Home Ownership Protection Act, Fair Credit Reporting Act, as amended by the Fair and Accurate Credit Transactions Act of 2003 (“FACT Act”), the GLBA, the Truth in Lending Act (“TILA”), the CRA, the Home Mortgage Disclosure Act, Real Estate Settlement Procedures Act, National Flood Insurance Act and various state law counterparts. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions must interact with customers when taking deposits, making loans, collecting loans and providing other services. Further, the CFPB also has a broad mandate to prohibit unfair, deceptive or abusive acts and practices and is specifically empowered to require certain disclosures to consumers and draft model disclosure forms. Failure to comply with consumer protection laws and regulations can subject financial institutions to enforcement actions, fines and other penalties. The FDIC examines the Bank for compliance with consumer protection laws and enforces CFPB rules with respect to the Bank. The Dodd-Frank Act prescribes certain standards that mortgage lenders must consider before making a residential mortgage loan, including verifying a borrower’s ability to repay such mortgage loan and allows borrowers to assert violations of certain provisions of the TILA as a defense to foreclosure proceedings. Additionally, the CFPB’s qualified mortgage rule, requires creditors, such as the Bank, to make a reasonable good faith determination of a consumer’s ability to repay any consumer credit transaction secured by a dwelling. The Economic Growth, Regulatory Relief, and Consumer Protection Act included provisions that ease certain requirements related to residential mortgage transactions for certain institutions with less than $10 billion in total consolidated assets. Privacy and Customer Information Security. The GLBA requires financial institutions to implement policies and procedures regarding the disclosure of nonpublic personal information about consumers to nonaffiliated third parties. In general, the Bank must provide its customers with an initial and annual disclosure that explains its policies and procedures regarding the disclosure of such nonpublic personal information, and, except as otherwise required or permitted by law, the Bank is prohibited from disclosing such information except as provided in such policies and procedures. However, an annual disclosure is not required to be provided by a financial institution if the financial institution only discloses information under exceptions from GLBA that do not require an opt out to be provided and if there has been no change in its privacy policies and procedures since its most recent disclosure provided to consumers. The GLBA also requires that the Bank develop, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information (as defined under GLBA), to protect against anticipated threats or hazards to the security or integrity of such information; and to protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. The Bank is also required to send a notice to customers whose sensitive information has been compromised if unauthorized use of the information is reasonably possible. Most states, including the states where the Bank operates, have enacted legislation concerning breaches of data security and the duties of the Bank in response to data breaches. Congress continues to consider federal legislation that would require consumer notice of data security breaches. In addition, individual states in our market area
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Table of Contents have promulgated data security regulations with respect to personal information of their residents. Pursuant to the FACT Act, the Bank had to develop and implement a written identity theft prevention program to detect, prevent, and mitigate identity theft in connection with the opening of certain accounts or certain existing accounts. Additionally, the FACT Act amended the Fair Credit Reporting Act to generally prohibit a person from using information received from an affiliate to make a solicitation for marketing purposes to a consumer, unless the consumer is given notice and a reasonable opportunity and method to opt out of the making of such solicitations. Anti-Money Laundering The Bank Secrecy Act. Under the Bank Secrecy Act (the “BSA”), a financial institution is required to have systems in place to detect certain transactions, based on the size and nature of the transaction. Financial institutions are generally required to report to the U.S. Treasury any cash transactions involving at least $10,000. In addition, financial institutions are required to file suspicious activity reports for any transaction or series of transactions that involve more than $5,000 and which the financial institution knows, suspects or has reason to suspect involves illegal funds, is designed to evade the requirements of the BSA or has no lawful purpose. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), which amended the BSA, together with the implementing regulations of various federal regulatory agencies, has caused financial institutions, such as the Bank, to adopt and implement additional policies or amend existing policies and procedures with respect to, among other things, anti-money laundering compliance, suspicious activity, currency transaction reporting, customer identity verification and customer risk analysis. In evaluating an application to acquire a bank or to merge banks or effect a purchase of assets and assumption of deposits and other liabilities, the applicable federal banking regulator must consider the anti-money laundering compliance record of both the applicant and the target. Office of Foreign Assets Control. The U.S. has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. These sanctions, which are administered by U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), take many different forms. Generally, however, they contain one or more of the following elements: (i) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on “U.S. persons” engaging in financial or other transactions relating to a sanctioned country or with certain designated persons and entities; (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons); and (iii) restrictions on transactions with or involving certain persons or entities. Blocked assets (for example, property and bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences for the Bank. Other Significant Banking Regulations Applicable to the Bank BHWM, a New Hampshire chartered non-depository trust company and an indirect subsidiary of the Bank, is subject to supervision, regular examination, and regulation by the New Hampshire Banking Department. In accordance with New Hampshire law, BHWM’s Capital Plan requires minimum capital of $1.0 million to be invested in qualifying assets. As of December 31, 2025, BHWM’s total capital was $15.2 million and it had liquidation reserves of $505 thousand held in a money market account. BHWM also had operating reserves of $12.8 million held primarily at the Bank. As of December 31, 2025, BHWM had an appropriate liquidation reserve and minimum capital in excess of statutory requirements, and held all funds in accordance with prudent investor standards and other applicable laws. Employee Retirement Income Security Act of 1974. The Bank and BHWM are each also subject to ERISA, and related regulations, to the extent it is a “fiduciary” under ERISA with respect to some of its clients. ERISA and related provisions of the Internal Revenue Code of 1986, as amended, impose duties on persons who are fiduciaries under ERISA, and prohibit certain transactions involving the assets of each ERISA plan that is a client of the Bank or BHWM, as applicable, as well as certain transactions by the fiduciaries (and several other related parties) to such plans. The foregoing laws and regulations generally grant supervisory agencies and bodies broad administrative powers, including the power to limit or restrict BHWM from conducting business in the event it fails to comply with such laws
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Table of Contents 21 and regulations. Possible sanctions that may be imposed in the event of such noncompliance include the suspension of individual employees, limitations on business activities for specified periods of time, revocation of registration as an investment adviser, commodity trading adviser and/or other registrations, and other censures and fines. ITEM 1A. RISK FACTORS An investment in our common stock is subject to risks inherent to our business. The material risks and uncertainties that management believes affect us are described below. Before making an investment decision, you should carefully consider the risks and uncertainties described below, together with all of the other information included or incorporated by reference herein. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that management is not aware of or focused on or that management currently deems immaterial may also impair our business operations. This Annual Report is qualified in its entirety by these risk factors. If any of the events described in the risk factors should actually occur, our financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of our securities could decline significantly, and you could lose all or part of your investment. Liquidity and Interest Rate Risks Interest rate volatility could significantly reduce our profitability. Our earnings and cash flows are largely dependent upon net interest income. Net interest income is the difference between interest income earned on interest-bearing assets such as loans and securities and interest expense paid on interest-bearing liabilities such as deposits and borrowed funds. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions, both domestic and foreign, demand for loans, securities and deposits, policies of various governmental and regulatory agencies. Changes in monetary policy, including changes in interest rates, fiscal policy, including expansion of U.S. federal deficit spending and resultant debt issuance, or the slope of the yield curve could influence not only the interest received on loans and securities and the amount of interest paid on deposits and borrowings, but such changes could also affect (i) the ability to originate loans and obtain deposits, (ii) the fair value of our financial assets and liabilities, and (iii) the average duration of loans and securities that are collateralized by mortgages. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. If interest rates decline, higher-rate loans and investments may be subject to prepayment risk, which could negatively impact our net interest margin. Conversely, if interest rates increase, loans and investment securities may be subject to extension risk, which could negatively impact our net interest margin as well. We are required to maintain sufficient capital and adequate liquidity. As a banking organization, our capital and liquidity are subject to regulation and supervision by banking regulators. We are required to maintain minimum levels of capital. The proportion of the Bank’s deposit account balances that exceed FDIC insurance limits may expose the Bank to enhanced liquidity risk as it relates to maintaining such levels of capital as uninsured depositors historically have been more likely to withdraw their deposits. In addition, our banking regulators could require us to maintain more and higher quality capital than previously expected. Our banking regulators could also require us to hold higher levels of short-term investments, thereby limiting our ability to invest in longer-term or less liquid assets at higher yields. The need to maintain capital and liquidity could result in our being required to take steps to increase our regulatory capital and may dilute shareholder value or limit our ability to pay dividends or otherwise return capital to our investors through stock repurchases. In addition, if we fail to maintain appropriate levels of capital or liquidity, we could become subject to formal or informal enforcement actions that may impose restrictions on our business, including limiting our lending activities or our ability to expand, requiring us to raise additional capital (which may be dilutive to shareholders) or requiring regulatory approval to pay dividends or otherwise return capital to shareholders. See Item 1. “Business—Regulation and Supervision— Capital Adequacy and Prompt Corrective Action” for additional information on capital requirements applicable to us and the Bank.
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Table of Contents The Company’s earnings may not grow if we are unable to successfully attract core deposits and lending opportunities and execute opportunities to generate fee-based income. The Company has experienced growth, and our future business strategy is to continue to expand. Historically, the growth of our loans and deposits has been the principal factor in our increase in net-interest income. In the event that we are unable to execute our business strategy of continued growth in loans and deposits, our earnings could be adversely impacted. The Company’s ability to continue to grow depends, in part, upon our ability to expand our market share, to successfully attract core deposits and identify loan and investment opportunities, as well as opportunities to generate fee-based income. Our ability to manage growth successfully will also depend on whether we can continue to efficiently fund asset growth and maintain asset quality and cost controls, as well as on factors beyond our control, such as economic conditions and interest- rate trends. Wholesale funding sources may prove insufficient to replace deposits and support operations and future growth. We must maintain sufficient funds to respond to the needs of customers. To manage liquidity, we use a number of funding sources in addition to core deposit growth, loan repayments and maturities of loans and securities. These sources include FHLB and the Federal Reserve Bank (“FRB”) advances, proceeds from the sale of securities and loans and liquidity resources at the holding company. Our ability to manage liquidity will be severely constrained if unable to maintain access to funding or if adequate financing is not available to accommodate future growth at acceptable costs. In addition, if we need to rely heavily on more expensive funding sources to support future growth, revenues may not increase proportionately to cover costs. In this case, our operating margins and profitability would be adversely affected. Additionally, any deterioration in the FHLB’s performance or financial condition may affect our ability to access funding and/or require us to deem the required investment in FHLB stock to be impaired. If we are not able to access funding through the FHLB, we may not be able to meet our liquidity needs, which could have an adverse effect on our results of operations or financial condition. Similarly, if we deem all or part of our investment in FHLB stock impaired, such action could have an adverse effect on our financial condition or results of operations. Loss of deposits or a change in deposit mix could increase our cost of funding. Deposits are a low cost and stable source of funding. We compete with banks and other financial institutions for deposits. Funding costs may increase if deposits are lost and we are forced to replace them with more expensive sources of funding, if customers shift their deposits into higher cost products or if we need to raise interest rates to avoid losing deposits. Higher funding costs reduce our net interest income, net interest margin, and net income. If we are unable to access the capital markets, have prolonged net deposit outflows, or our borrowing costs increase, our liquidity and competitive position will be negatively affected. Liquidity is essential to our business. We must maintain sufficient funds to respond to the needs of depositors and borrowers. To manage liquidity, we draw upon a number of funding sources in addition to in-market deposit growth and repayments and maturities of loans and investments. Any inability to access the capital markets, illiquidity or volatility in the capital markets, the decrease in value of eligible collateral or increased collateral requirements (including as a result of credit concerns for short-term borrowing), changes to our relationships with our funding providers based on real or perceived changes in our risk profile, prolonged federal government shutdowns, or changes in regulations or regulatory guidance, or other events could negatively affect our access to or cost of funding, affecting our ongoing ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations, or fund asset growth and new business initiatives at a reasonable cost, in a timely manner and without adverse consequences. Additionally, our liquidity or cost of funds may be negatively impacted by the unwillingness or inability of the Federal Reserve Board to act as lender of last resort, unexpected simultaneous draws on lines of credit or deposits, the withdrawal of or failure to attract customer deposits, or increased regulatory liquidity, capital and margin requirements. Although we maintain a liquid asset portfolio and have implemented strategies to maintain sufficient and diverse sources of funding to accommodate planned, as well as unanticipated, changes in assets, liabilities, and off-balance sheet commitments under various economic conditions, a substantial, unexpected, or prolonged change in the level or cost of liquidity could have a material adverse effect on us. If the cost effectiveness or the availability of supply in these credit markets is reduced for a prolonged period of time, our funding needs may require us to access funding and manage liquidity by other means. These alternatives may include generating client deposits, extending the maturity of wholesale borrowings, borrowing under certain secured borrowing arrangements, using relationships developed with a variety of fixed income investors, selling or securitizing loans, and further managing loan growth and investment opportunities. These alternative
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Table of Contents means of funding may result in an increase to the overall cost of funds and may not be available under stressed conditions, which would cause us to liquidate a portion of our liquid asset portfolio to meet any funding needs. Our access to funds from subsidiaries may be restricted. The Company is a separate and distinct legal entity from the Bank and its non-banking subsidiaries. The Company depends on dividends, distributions and other payments from its banking and non-banking subsidiaries to fund dividend payments on its common stock, debt service of subordinated borrowings, fund stock repurchase program and to fund strategic initiatives or other obligations. The Company’s subsidiaries are subject to laws that authorize regulatory bodies to block or reduce the flow of funds from those subsidiaries to the Company based on assertion that certain payments from subsidiaries are considered an unsafe or unsound practice, which could impede our access to funds that we may need to make payments on our obligations or dividend payments, if and when declared from time to time by our board of directors in its sole discretion out of funds legally available for that purpose. Prepayments of loans may negatively impact our business as customers may prepay the principal amount of their outstanding loans at any time. The speeds at which such prepayments occur, as well as the size of such prepayments, are within the customers’ discretion. Fluctuations in interest rates, in certain circumstances, may also lead to high levels of loan prepayments, which may also have an adverse impact on net interest income. If customers prepay the principal amount of their loans, and we are unable to lend those funds to other borrowers or invest the funds at the same or higher interest rates, interest income will be reduced. A significant reduction in interest income could have a negative impact on results of operations and financial condition. Secondary mortgage market conditions may adversely affect our financial condition and earnings. The secondary mortgage markets are impacted by interest rates and investor demand for residential mortgage loans and increased investor yield requirements for these loans. These conditions may fluctuate in the future. As a result, a prolonged period of secondary market illiquidity may reduce our loan production volumes, change loan portfolio composition, and reduce operating results. Secondary markets are affected by Fannie Mae, Freddie Mac, and Ginny Mae for loan purchases that meet their conforming loan requirements. These agencies could limit purchases of conforming loans due to capital constraints, changes in conforming loan criteria or other factors. Proposals to reform mortgage finance could affect the role of these agencies and the market for conforming loans. The performance of our investment securities portfolio is subject to fluctuation due to changes in interest rates and market conditions, including credit deterioration of the issuers of individual securities. Changes in interest rates can negatively affect the performance of most of our investment securities. Interest rate volatility can reduce unrealized gains or increase unrealized losses in our portfolio. Interest rates are highly sensitive to many factors including monetary policies, domestic and international economic, social and political conditions and issues, including trade disputes, global health pandemics, and other factors beyond our control. Fluctuations in interest rates can materially affect both the returns on and market value of our investment securities. In addition, from time to time we may restructure portions of our investment securities portfolio as part of our asset liability management strategies or in response to liquidity needs, and we may incur losses, which may be material, in connection with any such restructuring. If we were to sell any of these securities before their value recovers, including as a result of asset liability management strategies or in response to liquidity needs, we would be required to recognize these losses and the recognition of those losses could materially and adversely affect our results of operations, capital and financial. Impairment of investment securities or goodwill could result in a negative impact on our results of operations. In assessing whether the impairment of securities is related to a deterioration in credit factors, we consider the length of time and extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability to retain the securities for a period of time sufficient to allow for any anticipated recovery in fair value in the near term. Under current accounting standards, goodwill is not amortized but, instead, is subject to impairment tests on at least an annual basis or more frequently if an event occurs or circumstances change that reduce the fair value of a reporting unit below its carrying amount. A decline in our stock price or occurrence of a triggering event following any of its quarterly
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Table of Contents 24 earnings releases and prior to the filing of the periodic report for that period could, under certain circumstances, require performance of a goodwill impairment test and result in an impairment charge being recorded for that period which was not reflected in such earnings release. During 2025, our annual qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment. In a future assessment, we could conclude that all or a portion of our goodwill is impaired, which would result in a non-cash charge to earnings. Potential downgrades of U.S. government securities by one or more of the credit ratings agencies could have a material adverse effect on our operations, earnings and financial condition. A possible future downgrade of the sovereign credit ratings of the U.S. government and a decline in the perceived creditworthiness of U.S. government-related obligations could impact our ability to obtain funding that is collateralized by affected instruments, as well as affect the pricing of that funding when it is available. A downgrade may also adversely affect the market value of such instruments. We cannot predict if, when or how any changes to the credit ratings or perceived creditworthiness of these organizations will affect economic conditions. Such ratings actions could result in a significant adverse impact on us. Among other things, a downgrade in the U.S. government’s credit rating could adversely impact the value of our securities portfolio and may trigger requirements that we post additional collateral for trades relative to these securities. A downgrade of the sovereign credit ratings of the U.S. government or the credit ratings of related institutions, agencies or instruments could significantly exacerbate the other risks to which we are subject and any related adverse effects on the business, financial condition and results of operations. Revenues from our wealth management business are significant to earnings. Generating returns that satisfy customers in a variety of asset classes is important to maintaining existing business and attracting new business. Administering or managing assets in accordance with the terms of governing documents and applicable laws is also important to client satisfaction. Failure in either of the foregoing areas can expose us to liability, and result in a decrease in revenues and earnings. Our wealth management business may be negatively affected by changes in economic and market conditions. A decline in economic conditions, such as recession, economic downturn, and/or inflationary conditions, changes in domestic and foreign economic conditions, volatility in financial markets, and general trends in business and finance, all of which are beyond our control, could adversely impact the market value of wealth management AUM, which are primarily marketable securities, and the fee revenues derived from the management of these assets. Market volatility that results in clients liquidating investments, as well as lower asset values, can reduce the level of AUM and decrease our wealth management revenues, which could materially adversely affect our results of operations. Credit Risks Deterioration in local economies or real estate markets may adversely affect our financial performance, as our borrowers’ ability to repay loans and the value of the collateral securing the loans may decline. We serve individuals and businesses located in Maine, New Hampshire, and Vermont. A substantial portion of the loan portfolio is secured by real estate in these areas and the value of the associated collateral is subject to local real estate market conditions. Furthermore, many customers in the hospitality industry rely upon a high number of tourists to vacation destinations and attractions within our markets. Our success is largely dependent on the economic conditions, including employment levels, population growth, income levels, savings trends and government policies in those market areas. A downturn in the local economies may adversely affect collateral values, sources of funds, and demand for products, all of which could have a negative impact on results of operations, financial condition and business expansion. High concentrations of commercial loans may increase exposure to credit loss upon borrower default. As of December 31, 2025, approximately 66% of our loan portfolio consisted of commercial real estate, commercial and industrial and construction loans. Commercial loan portfolio concentration generally exposes lenders to greater risk of delinquency and loss than residential real estate loans because repayment of the loans often depends on the successful operation and income streams from the property. Commercial loans typically involve larger balances to single borrowers or groups of related borrowers as compared to residential real estate loans. As our loan portfolio contains a significant number of large commercial loans, the deterioration of one or a few of these loans could cause a significant increase in
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Table of Contents non-performing loans, provision for loan losses, and/or an increase in loan charge-offs, all of which could adversely affect our financial condition and results of operations. Greater than anticipated credit losses in the loan portfolios may adversely affect our earnings. Credit losses are inherent in the business of making loans and could have a material adverse effect on operating results. We make various assumptions and judgments about the collectability of the loan portfolio and provide an ACL based on a number of factors. The ACL is evaluated on a periodic basis using current information, including the quality of the loan portfolio, economic conditions, and value of the underlying collateral and the level of non-accrual loans. Although we believe the ACL is appropriate to absorb probable losses in the loan portfolio, this allowance may not be adequate. Increases in the allowance will result in an expense for the period, thereby reducing reported net income. In addition, our regulators, as an integral part of their examination process, periodically review the allowance for credit losses on loans and may require us to increase the allowance for credit losses on loans by recognizing additional provisions for loan losses charged to income, or to charge-off loans, which, net of any recoveries, would decrease the allowance for credit losses on loans. Any such additional provisions for credit losses or charge-offs could have a material adverse effect on our financial condition and results of operation. A portion of our loan portfolio consists of loan participations, which may have a higher risk of loss than loans we originate because we are not the lead lender and we have limited control over credit monitoring. We occasionally purchase loan participations. Although we underwrite these loan participations consistent with our general underwriting criteria, loan participations may have a higher risk of loss than loans we originate because we are limited in our ability to monitor the performance of the loan and rely significantly on the lead lender . Moreover, our decisions regarding the classification of a loan participation and loan loss provisions associated with a loan participation are made in part based upon information provided by the lead lender. A lead lender also may not monitor a participation loan in the same manner as we would for loans that we originate. At December 31, 2025, we held loan participation interests in our commercial portfolio totaling $686 million and residential and consumer loans totaling $104 million. We are exposed to risk of environmental liabilities with respect to properties to which we take title. In the course of business, we may own or foreclose and take title to real estate that may be subject to environmental liabilities with respect to subject property. As a result, we may be held liable for property damage, personal injury, investigation and restoration costs. The cost associated with investigation or restoration activities could be substantial. In addition, as the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. We may not have adequate remedies against the prior owner or other responsible parties and could find it difficult or impossible to sell the affected properties. These events could have an adverse effect on our financial condition and results of operations. Operational Risks We are subject to a variety of operational risks, including reputational risk, and the risk of fraud or theft by employees or outsiders, which may adversely affect our business and results of operations. We are exposed to many types of operational risks, including reputational risk, legal and compliance risk, the risk of fraud or theft by employees or outsiders, and unauthorized transactions by employees or operational errors, including clerical or record-keeping errors or those resulting from faulty or disabled computer or telecommunications systems. If personal, non-public, confidential, or proprietary information of customers in our possession were to be mishandled or misused, we could suffer significant regulatory consequences, reputational damage, and financial loss. Because the nature of the financial services business involves a high volume of transactions, certain errors may be repeated or compounded before they are discovered and successfully rectified. Our necessary dependence upon automated systems to record and process transactions and its large transaction volume may further increase the risk that technical flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect. We may also be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control (e.g., computer viruses or electrical or telecommunications outages, natural disaster, pandemics, or other damage to property or physical assets), which may give rise to disruption of service to customers and to financial loss or liability. We are further exposed to the risk that our external vendors may be unable to fulfill their contractual obligations (or will be subject to the same risk of fraud or operational errors by their respective employees) and to the risk that our vendors’ business continuity
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Table of Contents and data security systems prove to be inadequate. The occurrence of any of these risks could result in a diminished ability to operate (e.g., by requiring us to expend significant resources to correct the defect), as well as potential liability to customers, reputational damage, and regulatory intervention. In addition, we are dependent on our reputation within our market area, as a trusted and responsible financial company, for all aspects of our relationships with customers, employees, vendors, third-party service providers and others with whom we conduct business or potential future business, particularly because our business is primarily concentrated in Northern New England. Our actual or perceived failure, including, to (i) identify and address potential conflicts of interest, ethical issues, money-laundering, or privacy issues; (ii) meet legal and regulatory requirements applicable to the Bank and to the Company; (iii) maintain the privacy of customer and accompanying personal information; (iv) maintain adequate record keeping; (v) engage in proper sales and trading practices; and (vi) identify the legal, reputational, credit, liquidity and market risks inherent in our products; or any action of one of our employees that results in actual or perceived misconduct or error, among other things, could give rise to reputational risk that could cause harm to the Bank and our business prospects. If we fail to address any of these issues in an appropriate manner, we could be subject to additional legal risks, which, in turn, could increase the size and number of litigation claims and damages asserted or subject us to enforcement actions, fines and penalties and cause us to incur related costs and expenses. Because we primarily serve individuals and businesses located in Northern New England, any negative impact resulting from reputational harm, including any impact on our ability to attract and retain customers and employees, likely would be greater than if our business were more geographically diverse. We may continue to incur substantial costs related to our acquisition of Guaranty Bancorp and the integration of Woodsville, and these costs may be greater than anticipated due to unexpected events. We have incurred and expect to incur a number of non-recurring costs associated with the acquisition of Guaranty Bancorp, including facilities and systems consolidation costs and employment-related costs. We may also incur additional costs to maintain employee morale and to retain key employees. There are many factors beyond our control that could affect the total amount or the timing of the integration costs. Moreover, many of the additional costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking additional charges against earnings, and the amount and timing of such charges are uncertain at present. We may fail to realize the anticipated benefits of acquiring Guaranty Bancorp. The success of our acquisition of Guaranty Bancorp will depend on, among other things, the ability to realize the anticipated benefits and cost savings from combining Woodsville’s business with the Bank’s business. To realize the anticipated benefits and cost savings, we must successfully integrate and combine our businesses in a manner that permits those cost savings to be realized without adversely affecting current revenues and future growth. If we are not able to successfully achieve these objectives, the anticipated benefits may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings of the acquisition could be less than anticipated, and integration may result in additional and unforeseen expenses. Disruptions to our information systems and security breaches may adversely affect our business and reputation. In the ordinary course of business, we rely on electronic communications and information systems to conduct its businesses and to store sensitive data, including financial information regarding its customers. The integrity of information systems is under significant threat from cyberattacks by third parties, including through coordinated attacks sponsored by foreign nations and criminal organizations to disrupt business operations and other compromises to data and systems for political or criminal purposes. We employ an in- depth, layered, defense approach that leverages people, processes and technology to manage and maintain cybersecurity controls. Notwithstanding the strength of defensive measures, cybersecurity threats and the tactics, techniques and procedures used in cyberattacks change, develop and evolve rapidly and continuously, including from growth in third-party services that facilitate or carry out cyberattacks and from emerging technologies, such as artificial intelligence (including machine learning and generative artificial intelligence) and quantum computing, which may be used to enhance the tactics, techniques and procedures described above and facilitate new cyber threats. Cybersecurity risks may also occur with our third-party service providers and may interfere with their ability to fulfill their contractual obligations to us, with additional potential for financial loss or liability that could adversely affect our financial condition or results of operations. We offer our customers the ability to bank remotely and provide other technology-based products and services, which services include the secure transmission of confidential information over the internet and other remote channels. To the extent that our customers’ systems are not secure or are otherwise compromised, our network
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Table of Contents could be vulnerable to unauthorized access, malicious software, phishing schemes and other security breaches. To the extent that our activities or the activities of its customers or third-party service providers involve the storage and transmission of confidential information, security breaches and malicious software could expose us to claims, regulatory scrutiny, litigation and other possible liabilities. Information security risks have generally increased in recent years, and continue to increase, in part because of the proliferation of new technologies, the implementation of work-from-home arrangements, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties, some of which may be linked to terrorist organizations or hostile foreign governments. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our systems or to investigate and remediate vulnerabilities. System enhancements and updates may also create risks associated with implementing and integrating new systems. Due to the complexity and interconnectedness of information technology systems, the process of enhancing our systems can itself create a risk of systems disruptions and security issues. While to date we believe that we have not experienced a significant compromise, significant data loss or material financial losses related to cybersecurity attacks, our systems and those of our customers and third- party service providers, are under constant threat and may experience a significant event in the future. We may suffer material financial losses related to these risks or be subject to liability for compromises to its customers or third-party providers. Any such losses or liabilities could adversely affect our financial condition or results of operations, and could expose us to reputation risk, the loss of client business, increased operational costs, as well as additional regulatory scrutiny, possible litigation, and related financial liability. These risks also include possible business interruption, including the inability to access critical information and systems. Our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance. Our reputation is one of the most valuable components of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area. We strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates. If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or by events beyond our control, our business and operating results may be adversely affected. The proliferation of social media websites utilized by us and other third parties, as well as the personal use of social media by our employees and others, including personal blogs and social network profiles, also may increase the risk that negative, inappropriate or unauthorized information may be posted or released publicly that could harm our reputation or have other negative consequences, including as a result of our employees interacting with our customers in an unauthorized manner in various social media outlets. Any damage to our reputation could affect our ability to retain and develop the business relationships necessary to conduct business, which in turn could negatively impact our financial condition, results of operations, and the market price of our common stock. We have a continuing need for technological change, and we may not have the resources to implement new technology effectively, or we may experience operational challenges when implementing new technology or technology needed to compete effectively with larger institutions may not be available to us on a cost- effective basis. The financial services industry undergoes rapid technological changes with frequent introductions of new technology-driven products and services, including developments in artificial intelligence and machine learning. In addition to serving clients better, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend, at least in part, upon our ability to address the needs of our clients by using technology to provide products and services that will satisfy client demands for convenience, as well as to create additional efficiencies in our operations as we continue to grow and expand our products and service offerings. We offer electronic banking services for consumer and business customers via our website, including Internet banking and electronic bill payment, as well as mobile banking. We also offer debit cards, ATM cards, and automatic and ACH transfers. We may experience operational challenges as we implement these new technology enhancements or products, which could impair our ability
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Table of Contents to realize the anticipated benefits from such new technology or require us to incur significant costs to remedy any such challenges in a timely manner. Many of our larger competitors have substantially greater resources to invest in technological improvements. We may not be as timely or successful in assessing the competitive landscape and developing or introducing new products and services as these larger competitors. Our business may be negatively impacted if we, or our third-party providers, do not timely develop and apply emerging technologies, like artificial intelligence and quantum computing, or if our initiatives in these areas are deficient or fail. Our, or our third-party providers’, inability or resistance to timely innovate or adapt operations, products and services to evolving regulatory and market environments, industry standards and consumer preferences could result in service disruptions, harm our business and adversely affect our results of operations and reputation. Third parties upon which we rely for our technology needs may not be able to develop on a cost-effective basis the systems that will enable us to keep pace with such developments. As a result, competitors may be able to offer additional or superior products compared to those that we will be able to provide, which would put us at a competitive disadvantage. We may lose clients seeking new technology-driven products and services to the extent we are unable to provide such products and services. Accordingly, the ability to keep pace with technological change is important and the failure to do so could adversely affect our business, financial condition and results of operations. Our operations are reliant on outside vendors. Our operations are dependent on the use of certain outside vendors for its day-to-day operations. Vendors may not perform in accordance with established performance standards required in their agreements for any number of reasons including a change in the vendor’s senior management, financial condition, product line or mix and how they support existing customers, or simply change their strategic focus putting us at risk. While we have comprehensive policies and procedures in place to mitigate risk in all phases of vendor management from selection to performance monitoring, the failure of a vendor to perform in accordance with contractual agreements could be disruptive to our business, which could have a material adverse effect on our financial condition and results of operations. We may incur significant losses as a result of ineffective risk management processes and strategies. We seek to monitor and control our risk exposure through a risk and control framework encompassing a variety of separate but complementary financial, credit, operational, compliance, and legal reporting systems; internal controls; management review processes; and other mechanisms. In some cases, management of our risks depends upon the use of analytical and/or forecasting models, which, in turn, rely on assumptions and estimates. If the models used to mitigate these risks are inadequate, or the assumption or estimates are inaccurate or otherwise flawed, we may fail to adequately protect against risks and may incur losses. While we believe that we have adopted appropriate management and compliance programs, compliance risks will continue to exist, particularly as we anticipate and adapt to new and evolving laws, rules and regulations and evolving interpretations by regulatory authorities. In addition there may be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated, which could lead to unexpected losses and our results of operations or financial condition could be materially adversely affected. Our internal controls, procedures and policies may fail or be circumvented. Management regularly reviews and updates our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well-designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations and financial condition. We may be adversely affected by the soundness of other financial institutions. Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty and other relationships. Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. If such events were to occur again in the future and result in the receivership of financial institutions, there is no guarantee that the systemic risk exception would be invoked to allow the FDIC to complete its resolution of such financial institutions in a manner that fully protects
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Table of Contents depositors or counterparties. We have exposure to a number of different counterparties, and we routinely execute transactions with counterparties in the financial industry, including brokers and dealers, other commercial banks, investment banks, and other financial institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or customer. In addition, our credit risk may be exacerbated when the collateral held by us cannot be liquidated or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due to us. There is no assurance that any such losses would not materially and adversely affect our results of operations. Changes in the federal, state or local tax laws may negatively impact our financial performance and we are subject to examinations and challenges by tax authorities. We are subject to federal and applicable state tax laws and regulations. Changes in these tax laws and regulations, some of which may be retroactive to previous periods, could increase our effective tax rates and, as a result, could negatively affect our current and future financial performance. Furthermore, tax laws and regulations are often complex and require interpretation. In the normal course of business, we are routinely subject to examinations and challenges from federal and applicable state tax authorities regarding the amount of taxes due in connection with investments we have made and the businesses in which we have engaged. Recently, federal and state taxing authorities have become increasingly aggressive in challenging tax positions taken by financial institutions. These tax positions may relate to tax compliance, sales and use, franchise, gross receipts, payroll, property and income tax issues, including tax base, apportionment and tax credit planning. The challenges made by tax authorities may result in adjustments to the timing or amount of taxable income or deductions or the allocation of income among tax jurisdictions. If any such challenges are made and are not resolved in our favor, they could have a material adverse effect on our business, financial condition and results of operations. Strategic and External Risks Changes and instability in economic conditions, geopolitical matters and financial markets, including a contraction of economic activity, could adversely impact our business, results of operations and financial condition. Our success depends, to a certain extent, upon global, domestic and local economic and political conditions, as well as governmental monetary policies. Unfavorable or uncertain economic conditions can be caused by declines in economic growth, business activity, or investor or business confidence; limitations on the availability of or increases in the cost of credit and capital; increases in inflation or interest rates; uncertainties regarding fiscal and monetary policies; the timing and impact of changing governmental policies, including changes in guidance and interpretation by regulatory authorities; changes in trade policies by the U.S. or other countries, such as tariffs or retaliatory tariffs as those proposed by the new U.S. Administration; supply chain disruptions; consumer spending; employment levels; labor shortages; challenging labor market conditions; wage stagnation; federal government shutdowns; energy prices; home prices; commercial property values; bankruptcies and a default by a significant market participant or class of counterparties; natural disasters; climate change; epidemics; pandemics; terrorist attacks; acts of war; or a combination of these or other factors. Monetary policy and economic environment could impact our financial performance. Our earnings are significantly affected by the monetary and fiscal policies of governmental authorities, including the Federal Reserve Board. Among the instruments of monetary policy used by the Federal Reserve Board to implement these objectives are open-market operations in U.S. Government securities and federal funds, changes in the discount rate on member bank borrowings, and changes in reserve requirements against member bank deposits. These instruments of monetary policy are used in varying combinations to influence the overall level of bank loans, investments, and deposits, and the interest rates charged on loans and paid for deposits. The Federal Reserve Board frequently uses these instruments of monetary policy, especially its open-market operations and the discount rate, to influence the level of interest rates, thereby affecting the strength of the economy, the level of inflation, or the price of the dollar in foreign exchange markets. The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of banking institutions in the past and are expected to continue to do so in the future. It is not possible to predict the nature of future changes in monetary and fiscal policies, or the effect which they may have on our business and earnings. Inflation can have an adverse impact on our business and on our customers. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. The future rate of inflation and other economic factors remain uncertain, and the Federal Reserve Board may decrease or increase interest rates slower or faster than
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29 anticipated. If inflation increases and interest rates rise, the value of our investment securities, particularly those with longer maturities, will decrease, although this
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Table of Contents 30 effect is less pronounced for floating rate instruments. Prolonged periods of inflation also may impact our profitability by negatively impacting our costs and expenses, including increasing funding costs and expenses related to talent acquisition and retention, and negatively impacting the demand for our products and services. Moreover, our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to repay their loans. Adverse changes in inflation and interest rates could negatively impact consumer and business confidence, and adversely affect the economy as well as our business, results of operations and financial condition. Increased market volatility and adverse changes in financial or capital market conditions may increase our market risk. Our liquidity, competitive position, business, results of operations and financial condition are affected by market risks such as changes in interest rates, fluctuations in equity, commodity and futures prices, the implied volatility of interest rates and credit spreads and other economic and business factors. These market risks may adversely affect, among other things, the value of our securities, the cost of debt capital and our access to credit markets, the value of wealth management AUM and the fee income related to wealth management AUM, customer allocation of capital among investment alternatives, and our competitiveness with respect to deposit pricing. In times of market stress or other unforeseen circumstances, previously uncorrelated indicators may become correlated, which may limit the effectiveness of our strategies to manage these risks. Involvement in wealth management creates risks associated with the industry. Our wealth management operations present special risks not borne by institutions that focus exclusively on other traditional retail and commercial banking products. For example, the investment advisory industry is subject to fluctuations in the stock market and interest rate volatility that may have a significant adverse effect on transaction fees, client activity and client investment portfolio gains and losses. Also, additional or modified regulations may adversely affect our wealth management operations. In addition, our wealth management operations, are dependent on a small number of established financial advisors, whose departure could result in the loss of a significant number of client accounts. A significant decline in fees and commissions or trading losses suffered in the investment portfolio could adversely affect our income and potentially require the contribution of additional capital to support our operations. Strong competition within our markets may significantly impact profitability. We compete with an ever-increasing array of financial service providers. See the section entitled “Competition” in Part I. Item 1, “Business” of this Annual Report for additional competitor information. Competition from nationwide banks, as well as local institutions, continues to mount in our markets. To compete, we focus on quality customer service, making decisions at the local level, maintaining long-term customer relationships, building customer loyalty, and providing products and services designed to address the specific needs of customers. Failure to perform in any of these areas could significantly weaken our competitive position, which could adversely affect growth and profitability. Market changes may adversely affect demand for our services and impact revenue, costs, and earnings. Channels for servicing our customers are evolving rapidly, with less reliance on traditional branch facilities, increased use of e-commerce channels, and demand for universal bankers and other relationship managers who can service multiple product lines. We have an ongoing process for evaluating the profitability of its branch system and other office and operational facilities. The identification of unprofitable operations and facilities can lead to restructuring charges and introduce the risk of disruptions to revenues and customer relationships. We compete with larger financial institutions who are rapidly evolving their service channels and escalating the costs of evolving the service process. Expansion, growth, and acquisitions could negatively impact earnings if not successful. We may grow organically both by geographic expansion and through business line expansion, as well as through acquisitions. Success of these activities depends on our ability to continue to maintain and develop an infrastructure appropriate to support and integrate such growth. Success may also depend on acceptance of the Bank by customers in these new markets and, in the case of expansion through acquisitions, these factors include the long-term recruitment and retention of key personnel and acquired customer relationships. Profitability depends on whether the marginal revenue generated in the new markets will offset the increased expenses of operating a larger entity, with more staff, more locations, and more product offerings. Failure to achieve any of these success factors may have a negative impact on our financial condition and results of operations.
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Table of Contents 31 Future pandemics, severe weather, natural disasters, acts of war or terrorism, and other external events could significantly impact our business and the business of our customers. Future pandemics, severe weather, natural disasters, acts of war or terrorism, and other adverse external events could have a significant impact on our ability to conduct business. Such events could affect the stability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause us to incur additional expenses. In particular, such events may have a particularly negative impact upon the business of customers who are engaged in the hospitality industry in our markets, which could have a direct negative impact on our business and results of operations. Further, work-from-home and other modified business practices may introduce additional operational risks, including cybersecurity and execution risks, which may result in inefficiencies or delays, and may affect our ability to, or the manner in which we, conduct our business activities. Changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs, may adversely affect our business, financial condition and results of operations. There have been significant changes to U.S. trade policies, including tariffs affecting China, Canada and Mexico and there continues to be significant discussion regarding other potential changes to U.S. trade policies, treaties and tariffs, including the potential for additional tariffs. In addition, retaliatory tariffs have been imposed and additional retaliatory tariffs are likely. Tariffs, retaliatory tariffs or other trade restrictions on products and materials that our customers import or export could cause the prices of our customers’ products to increase, which could reduce demand for such products. Any of these effects could adversely affect the ability of our customers to pay their loans. If our borrowers are unable to pay their loans, it would adversely affect our financial condition and results of operations. At this time, we are unable to predict whether and to what extent additional or higher tariffs or retaliatory tariffs will be imposed and the impact such actions will have on our customers. Legal, Regulatory and Compliance Risks We are subject to extensive government regulation and supervision, which may interfere with the ability to conduct business and may negatively impact our financial results. Banking regulations are primarily intended to protect depositors’ funds, the Federal Deposit Insurance Fund and the safety and soundness of the banking system as a whole, not shareholders. These regulations affect our lending practices, capital structure, investment practices, dividend policy and growth, among other things. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. We expect to become subject to future laws, rules and regulations beyond those currently proposed, adopted or contemplated in the U.S., as well as evolving interpretations of existing and future laws, rules and regulations. These and other restrictions could subject us to additional costs, limit the types of financial services and products we can offer, and/or limit the pricing we can charge on certain banking services, among other things. Compliance personnel and resources may increase costs of operations and adversely impact earnings. We face significant legal risks, both from regulatory investigations and proceedings and from private actions brought against us. As a participant in the financial services industry, many aspects of our business involve substantial risk of legal liability. From time to time, customers and others make claims and take legal action pertaining to the performance of our responsibilities, including our responsibilities as a fiduciary. Whether customer claims and legal action related to the performance of our responsibilities are founded or unfounded, if such claims and legal actions are not resolved in a manner favorable to us, they may result in significant expenses, attention from management and financial liability. Any financial liability or reputational damage could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations. There is no assurance that litigation with private parties will not increase in the future. Actions currently pending against us may result in judgments, settlements, fines, penalties or other results adverse to us, which could materially adversely affect our business, financial condition or results of operations, or cause serious reputational harm to us. We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions. The CRA, the Equal Credit Opportunity Act, the Fair Housing Act, and other fair lending laws and regulations impose community investment and nondiscriminatory lending requirements on financial institutions. The CFPB, the Department
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Table of Contents of Justice and other federal agencies are responsible for enforcing these laws and regulations. A successful regulatory challenge to an institution’s performance under the CRA, the Equal Credit Opportunity Act, the Fair Housing Act or other fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions, restrictions on expansion and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our business, financial condition and results of operations. We may become subject to enforcement actions even though noncompliance was inadvertent or unintentional. The financial services industry is subject to intense scrutiny from bank supervisors in the examination process and aggressive enforcement of federal and state regulations, particularly with respect to mortgage-related practices and other consumer compliance matters, and compliance with anti-money laundering, BSA and OFAC regulations, and economic sanctions against certain foreign countries and nationals. Enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. We maintain systems and procedures designed to ensure that we comply with applicable laws and regulations; however, some legal/regulatory frameworks provide for the imposition of fines or penalties for noncompliance even though the noncompliance was inadvertent or unintentional and even though there was in place at the time systems and procedures designed to ensure compliance. Failure to comply with these and other regulations, and supervisory expectations related thereto, may result in fines, penalties, lawsuits, regulatory sanctions, reputation damage, or restrictions on our business. The Federal Reserve Board may require us to commit capital resources to support the Bank. Federal law requires that a holding company act as a source of financial and managerial strength to its subsidiary bank and to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the Federal Reserve Board may require a holding company to make capital injections into a troubled subsidiary bank and may charge the holding company with engaging in unsafe and unsound practices for failure to commit resources to a subsidiary bank. A capital injection may be required at times when the holding company may not have the resources to provide it and therefore may require the holding company to borrow the funds or raise capital. Any loans by a holding company to its subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. In the event of a holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the institution’s general unsecured creditors, including the holders of its note obligations. Thus, any borrowing that must be done by us to make a required capital injection becomes more difficult and expensive and could have an adverse effect on our business, financial condition and results of operations. We are subject to stringent capital requirements which may adversely impact return on equity, require additional capital raises, or limit the ability to pay dividends or repurchase shares. Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define “capital” for calculating these ratios. The minimum capital requirements are: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The regulations also establish a “capital conservation buffer” of 2.5%, which if complied will result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 to risk-based assets capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the capital conservation buffer amount. The application of these capital requirements could, among other things, require us to maintain higher capital resulting in lower returns on equity, and we may be required to obtain additional capital to comply or result in regulatory actions if we are unable to comply with such requirements. Fee revenues from overdraft protection programs constitute a significant portion of our noninterest income and may be subject to increased supervisory scrutiny. Revenues derived from transaction fees associated with overdraft protection programs offered to our customers represent a significant portion of its noninterest income. In response to recent increased congressional and regulatory scrutiny, and in anticipation of enhanced supervision and enforcement of overdraft protection practices in the future, certain banking organizations have begun to modify their overdraft protection programs, including by discontinuing the imposition of
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Table of Contents 33 overdraft transaction fees. These competitive pressures, as well as any adoption by the Bank’s regulators of new rules or supervisory guidance or more aggressive examination and enforcement policies in respect of banks' overdraft protection practices, could cause it to modify programs and practices in ways that may have a negative impact on revenue and our earnings. General Risk Factors Changes in accounting policies or in accounting standards could materially affect our results of operations, and financial condition. Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. From time to time, the FASB and the SEC change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation of our external financial statements. These changes could materially impact how we report our results of operations and financial condition. New or revised standards could also require retroactive application, which could result in the restatement of our prior period financial statements in material amounts. Our financial statements are based in part on assumptions and estimates, which, if wrong, could cause unexpected losses in the future. Pursuant to U.S. GAAP, we are required to use certain assumptions and estimates in preparing our financial statements, including in determining loan loss and litigation reserves, goodwill impairment and the fair value of certain assets and liabilities, among other items. If assumptions or estimates underlying our financial statements are incorrect, we may experience material losses. Internal controls may become ineffective in preventing or detecting material errors. We regularly review and update our internal controls, disclosure controls and procedures, and corporate governance policies and procedures. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the controls are met. Any failure or circumvention of our controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on our business, results of operations, and financial condition. We may be unable to attract and retain key personnel. Our success depends, in large part, on its ability to attract and retain key personnel. Competition for qualified personnel in the financial services industry can be intense and we may not be able to hire or retain the key personnel. In addition, the Bank’s rural geographic marketplace, combined with relatively expensive real estate purchase prices in the many tourist communities we serve, create additional risks for the our ability to attract and retain key personnel. The unexpected loss of key personnel could have an adverse impact on our business because of their skills, knowledge of the markets in which we operate, years of industry experience and the difficulty of promptly finding qualified replacement personnel. Future capital offerings may adversely affect the market price of our common stock. In the future, we may attempt to increase our capital resources or, if our banking subsidiaries’ capital ratios fall below required minimums, we could be forced to raise additional capital by making additional offerings of debt, common or preferred stock, trust preferred securities, and senior or subordinated notes. Upon liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive distributions of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Moreover, we cannot assure you that such capital will be available to us on acceptable terms or at all. Our inability to raise sufficient additional capital on acceptable terms when needed could adversely affect our businesses, financial condition and results of operations. The market price and trading volume of our common stock may be volatile. The market price of our common stock may be volatile. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. We cannot assure you that the market price of our common stock will not
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Table of Contents fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include: • quarterly variations in our operating results or the quality of our assets; • operating results that vary from the expectations of management, securities analysts and investors; • changes in expectations as to our future financial performance; • announcements of innovations, new products, strategic developments, significant contracts, acquisitions and other material events by us or our competitors; • the operating and securities price performance of other companies that investors believe are comparable to us; • our past and future dividend practices; • future sales of our equity or equity-related securities; and • changes in global financial markets and global economies and general market conditions, such as interest rates, stock, commodity or real estate valuations or volatility. Attractive acquisition opportunities may not be available to us in the future, which could limit the growth of our business. We may not be able to sustain a positive rate of growth or expand our business. We expect that other banking and financial service companies, many of which have significantly greater resources than us, will compete with us in acquiring other financial institutions if we pursue such acquisitions. This competition could increase prices for potential acquisitions that we believe are attractive. Also, acquisitions are subject to various regulatory approvals. If we fail to receive the appropriate regulatory approvals for a transaction, we will not be able to consummate such transaction which we believe to be in our best interests. Among other things, our regulators consider our capital, liquidity, profitability, regulatory compliance and levels of goodwill and intangibles when considering acquisition and expansion proposals. Other factors, such as economic conditions and legislative considerations, may also impede or prohibit our ability to expand our market presence. If we are not able to successfully grow our business, our financial condition and results of operations could be adversely affected. Anti-takeover provisions could negatively impact our stockholders. Provisions of the articles of incorporation, Bylaws and applicable Maine law may delay or discourage transactions involving an actual or potential change in the Company’s control or change in its management, including transactions in which shareholders might otherwise receive a premium for their shares, or transactions that its shareholders might otherwise deem to be in their best interests. Our articles of organization authorize our Board of Directors to issue preferred stock without stockholder approval and such preferred stock could be issued as a defensive measure in response to a takeover proposal. These and other provisions could make it more difficult for a third party to acquire us. ITEM 1B. UNRESOLVED STAFF COMMENTS. None. ITEM 1C. CYBERSECURITY Introduction Cybersecurity threats pose a risk to the Company as crimes committed through or involving the internet. Examples of those threats are malware, phishing, hacking, denial of service attacks, stealing information, unauthorized intrusions into internal systems or the systems of third-party vendors that could adversely impact operations or damage reputations. We are subject to extensive federal and state regulation of customer privacy and the security of financial information. Our federal regulator, the FDIC, is part of the Federal Financial Institutions Examination Council (FFIEC), which publishes extensive guidelines and examination procedures that are used to review the security of financial institutions. Cybersecurity Risk Management We utilize third party service providers to support and facilitate business and operational activities to achieve strategic goals. However, third parties may expose us and our customers to various risks. We have implemented a Vendor Risk
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Table of Contents 35 Management (“VRM”) framework, which provides the tools and practices utilized in the oversight of third- party service providers, with an objective to meet legal and regulatory obligations, contractual requirements, performance expectations, and our own principles and values. For the 2025 period, there were no material incidents affecting the VRM framework or controls. We have developed cybersecurity and data privacy programs designed to enable and safeguard the confidentiality, integrity and availability of our information systems and data by providing proactive security expertise and risk assessments, creating and maintaining a resilient and secure environment, and fostering a culture of security awareness and compliance throughout our organization. We maintain a robust Information Security Program that sets forth our commitment to the continual review and improvement of policies, processes, procedures, and standards for evaluating electronic and physical methods of accessing, collecting, storing, using, transmitting, disposing of, and protecting sensitive information, including customer information under guidelines established as part of the Gramm Leach-Bliley Act (GLBA). The Bank manages cybersecurity threats proactively and maintains robust controls to protect its critical systems and data by investing in secure, reliable and resilient technology infrastructure, fostering a culture of technology risk awareness and continuously improving its technology risk management practices. Our process for monitoring and mitigating cybersecurity risk is designed in conjunction with our overall Risk Management Policy and Information Security Program. One of the key aspects of these programs are various risk assessments that are used to identify industry and company-specific risks, measure control effectiveness, identify any gaps that need to be addressed, and linking our controls with applicable policies, standards and guidelines to ensure that responsible parties are aware of their obligations with respect to this program. Annually, we engage a third party to perform penetration testing and ongoing analysis to identify potential vulnerabilities and areas for additional enhancements as well as a full-scope independent audit of IT and Information Security processes. Risk Management Oversight and Governance The management of cybersecurity risks is ultimately the responsibility of Company management and is governed by the Board. They devote significant time and attention to the oversight of cybersecurity and information security risks. The Board through its Board Risk Committee reviews monthly information technology and Information Security and Vendor Management reports that highlight key areas of focus and risk. The Board also reviews and approves the Information Security Program, the central program outlining cyber-security processes and controls annually and frequently receives presentations on and discusses cybersecurity and information security risks, industry trends and best practices. Reporting to our Chief Risk Officer, our Security Information Officer has more than 20 years of experience in the information/computer security industry. He holds a Bachelor of Science in Economic Crime Investigation, a Masters of Business Administration and several certifications including Certified Information Systems Security Professional (“CISPP”) and Certified in Risk and Information Systems Control (“CRISC”). He is supported by an experienced information security team. All of our employees also have a responsibility to protect the privacy of Company and Bank confidential and proprietary information. They are required to undergo periodic information security awareness training to ensure a clear understanding of their roles in protecting information assets and to create a security-minded culture. Additionally, the Company carries out regular phishing simulation tests throughout the year to keep employees alert, spread awareness and ensure that employees have the knowledge and resources necessary to report suspicious activity. To date, we have not experienced a cybersecurity incident or data breach that has materially affected us or our business strategy, results of operations, or financial condition.
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Table of Contents 36 ITEM 2. PROPERTIES Our Corporate Office is located at 82 Main Street in Bar Harbor, Maine. We provide full-banking services at 22 locations in Maine, 30 locations in New Hampshire and 10 locations in Vermont. We also have one stand- alone drive-up facility located in Woodstock, Vermont. In addition to banking offices, we have Operations Centers located in Ellsworth, Maine, and Newport, New Hampshire that house members of our operations, wealth management and administrative teams. We have additional office space located in a bank-owned facility in Bangor, Maine and in leased office spaces located in Hampden and Portland, Maine and in Manchester, New Hampshire. These locations offer back office support for multiple business lines and related functions throughout the organization. Additionally, we own a Wealth Management office building located in Concord, New Hampshire. In total, we own 41 retail banking branches and lease 21 others. We also own an additional 5 administrative buildings and lease 3 others. In the opinion of management, our physical properties are considered adequate to meet the needs of customers in the communities served. At December 31, 2025 the total net book value of our land, buildings, leasehold improvements, furniture, fixtures and equipment was $58.2 million. ITEM 3. LEGAL PROCEEDINGS We are from time to time subject to claims and litigation arising in the ordinary course of business. These claims and litigation may include, among other things, allegations of violation of banking and other applicable regulations, competition laws, labor laws and consumer protection laws, as well as claims or litigation relating to intellectual property, securities, breach of contract and tort. We intend to defend ourselves vigorously against any pending or future claims and litigation. At this time, in the opinion of management, the likelihood is remote that the impact of such proceedings, either individually or in the aggregate, would have a material adverse effect on our consolidated results of operations, financial condition or cash flows. However, one or more unfavorable outcomes in any claim or litigation against us could have a material adverse effect for the period in which they are resolved. In addition, regardless of their merits or their ultimate outcomes, such matters are costly, divert management’s attention and may materially adversely affect our reputation, even if resolved in our favor. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable.
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Table of Contents 37 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The common stock of the Company is traded on the NYSE American, under the trading symbol “BHB”. As of March 6, 2026, there were 16,742,104 shares of Bar Harbor Bankshares common stock, par value $2.00 per share, outstanding and approximately 1,426 shareholders of record, as obtained through the Company’s transfer agent. The number of record-holders may not reflect the number of persons or entities holding stock in nominee name through banks, brokerage firms or other nominee. Cash dividends declared and paid totaled $0.32 per share in the second, third and fourth quarters of 2025 and $0.30 per share in the first quarter of 2025. We currently expect that comparable cash dividends will continue to be paid in the future. However, no assurances can be given that any dividends will be declared or paid on the Company’s common stock in the future, or, if declared and paid, the amount or frequency of those dividends. The ability of the Company to pay dividends is contingent on the ability of the Bank to dividend funds to the Company to finance the payment of those dividends. The ability of the Company and the Bank to pay dividends is restricted by certain laws and regulations, and the payment of dividends by the Company and the Bank is within the discretion of their respective boards of directors. The information called for by this item under Item 201(d) of Regulation S-K related to securities authorized for issuance under our equity compensation plans is set forth in our 2026 Proxy Statement, and is incorporated herein by reference. Recent Sale of Unregistered Securities and Use of Proceeds from Registered Securities No unregistered equity securities were sold by the Company during the year ended December 31, 2025.
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Table of Contents 38 Common Stock Performance Graph The following graph illustrates the estimated yearly change in value of the cumulative total shareholder return on our common stock for each of the last five years. Total shareholder return is computed by taking the difference between the ending price of the common stock at the end of the previous year and the current year, plus any dividends paid divided by the ending price of the common stock at the end of the previous year. For purposes of comparison, the graph also matches our cumulative 5-Year total shareholder return on common stock with the cumulative total returns of the NYSE American Composite Index, and the S&P U.S. Small Cap Banks Index. The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2020 to December 31, 2025. Period Ending Index 12/31/20 12/30/21 12/31/22 12/31/23 12/31/24 12/31/25 Bar Harbor Bankshares 100.00 132.33 151.86 145.10 157.62 166.62 NYSE American Composite Index 100.00 148.39 182.70 207.29 217.01 325.59 S&P U.S. Small Cap Banks Index 100.00 139.21 122.74 123.35 145.82 160.37 Graphic
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Table of Contents 39 ITEM 6. [RESERVED] ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion is management's analysis to assist in the understanding and evaluation of the consolidated financial condition and results of operations of the Company. It should be read in conjunction with the consolidated financial statements and footnotes and selected financial data presented elsewhere in this Annual Report. Within the tables presented, certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes. The detailed financial discussion that follows focuses on 2025 results compared to 2024. For a discussion of 2024 results compared to 2023, see the Company's Annual Report on Form 10-K for the year ended December 31, 2024. GENERAL The Company is a bank holding company headquartered in Maine, providing a broad array of banking and nonbanking products and services to businesses and consumers primarily within our three-state footprint. The Company's primary sources of revenue, through the Bank, are net interest income (predominantly from loans and investment securities) and noninterest income (principally fees and other revenue from financial services provided to customers or ancillary services tied to loans and deposits). ANNUAL PERFORMANCE OVERVIEW Financial Highlights (For the year ended December 31, 2025 compared to the same period of 2024) ● $36.9 million net income compared to $43.5 million ● $2.31 diluted earnings per share compared to $2.84 ● 3.41% net interest margin compared to 3.15% ● 59.23 efficiency ratio compared to 61.83% ● $4.7 billion total assets compared to $4.1 billion ● 6% organic annualized commercial loan growth Acquisition of Guaranty Bancorp, Inc. On August 1, 2025, we completed our acquisition of Guaranty Bancorp, Inc., the parent company of Woodsville Guaranty Savings Bank (“Woodsville”). After purchase accounting fair value adjustments, the acquisition added $658.1 million of total assets, including $413.4 million of loans, as well as $641.2 million of total liabilities, primarily consisting of $531.3 million in deposits and $109.2 million in borrowings and subordinated debt. Based on the $39.2 million consideration paid the Company recorded goodwill of $22.3 million and core deposit intangibles of $14.0 million in other intangibles related to the acquisition.
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Table of Contents 40 SELECTED FINANCIAL DATA At or For the Years Ended December 31, (in millions, except ratios and share data) 2025 2024 2023 Financial Condition Data: Total assets $ 4,684 $ 4,083 $ 3,971 Total earning assets(1) 4,297 3,782 3,664 Total investments 597 533 547 Total loans 3,606 3,147 2,999 Allowance for credit losses 34 29 28 Total goodwill and intangible assets 158 123 124 Total deposits 3,821 3,268 3,141 Total borrowings 270 291 332 Total shareholders' equity 533 458 432 Operating Data: Total interest and dividend income $ 210 $ 189 $ 174 Total interest expense 75 75 57 Net interest income 134 114 118 Non-interest income 34 37 35 Net revenue(2) 169 151 154 Provision for credit losses 5 2 3 Total non-interest expense 118 96 93 Income tax expense 9 9 12 Net income 37 44 45 Ratios and Other Data: Per Common Share Data Basic earnings $ 2.32 $ 2.86 $ 2.96 Diluted earnings 2.31 2.84 2.95 Total book value(5) 31.88 30.00 28.48 Dividends 1.26 1.18 1.10 Common stock price: High 35.00 38.47 32.42 Low 26.43 23.26 19.55 Close 31.05 30.58 29.36 Weighted average common shares outstanding (in thousands): Basic 15,892 15,240 15,142 Diluted 15,955 15,311 15,195
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Table of Contents 41 At or For the Years Ended December 31, (in millions, except ratios and share data) 2025 2024 2023 Performance Ratios:(3)(4) Return on assets 0.85% 1.09% 1.14% Return on equity 7.49 9.75 10.88 Interest rate spread 2.91 2.61 2.86 Net interest margin(5) 3.41 3.15 3.29 Dividend payout ratio 44.42 40.85 36.93 Organic Growth Ratios: Total commercial loans 6% 9% 6% Total loans 1 5 3 Total deposits 1 4 3 Asset Quality and Condition Ratios: Non-accruing loans/total loans 0.32% 0.22% 0.18% Net charge-offs (recoveries)/average loans 0.03 0.01 — Allowance for credit losses/total loans 0.94 0.91 0.94 Loans/deposits 94 96 95 Capital Ratios: Tier 1 capital to average assets - Company 9.45% 10.30% 9.70% Tier 1 capital to risk-weighted assets - Company 11.54 12.06 11.96 Tier 1 capital to average assets - Bank 9.90 10.66 10.50 Tier 1 capital to risk-weighted assets - Bank 12.10 12.50 12.96 Shareholders equity to total assets(5) 11.37 11.23 10.88 (1) Earning assets includes non-accruing loans and interest-bearing deposits with other banks. Securities are valued at amortized cost. (2) Net revenue is defined as net interest income plus non-interest income. (3) All performance ratios are based on average balance sheet amounts, where applicable. (4) Fully taxable equivalent considers the impact of tax advantaged securities and loans. (5) Non-GAAP financial measure. Refer to the Reconciliation of Non-GAAP Financial Measures for additional information.
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Table of Contents AVERAGE BALANCES AND AVERAGE YIELDS/RATES The following table presents average balances (calculated using a daily average) and average rates and yields on a fully taxable equivalent basis for the periods indicated: Year Ended December 31, 2025 2024 2023 Average Interest Yield/ Average Interest Yield/ Average Interest Yield/(in millions, except ratios) Balance (3) Rate(3) Balance (3) Rate(3) Balance (3) Rate(3) Assets Interest-earning deposits with other banks $ 48 $ 2 4.53% $ 36 2 5.54% $ 37 2 5.33% Available-for-sale debt securities(2)(3) 614 24 3.97 580 23 3.94 594 25 3.74 FHLB stock 11 1 7.41 10 1 9.82 16 1 8.96 Loans: Commercial real estate 1,843 106 5.74 1,626 91 5.59 1,537 81 5.27 Commercial and industrial(3) 476 31 6.44 466 32 6.75 437 28 6.39 Residential 903 40 4.41 859 35 4.12 905 35 3.82 Consumer 115 8 7.14 100 7 7.14 97 7 6.75 Total loans (1) 3,337 185 5.53 3,051 165 5.40 2,976 151 5.04 Total earning assets 4,010 212 5.28% 3,677 191 5.18% 3,623 179 4.85% Cash and due from banks 35 32 34 Allowance for credit losses (31) (29) (27) Goodwill and other intangible assets 136 124 125 Other assets 187 182 179 Total assets $ 4,337 $ 3,986 $ 3,934 Liabilities Interest-bearing demand $ 1,003 $ 14 1.41% $ 886 $ 12 1.41% $ 900 9 0.98% Savings 588 4 0.64 547 4 0.67 595 2 0.39 Money market 425 11 2.62 380 12 3.02 407 10 2.48 Time 910 34 3.79 791 34 4.30 533 17 3.19 Total interest bearing deposits 2,926 63 2.17 2,604 62 2.37 2,435 38 1.57 Borrowings 245 12 4.69 300 13 4.40 401 18 4.56 Total interest bearing liabilities 3,171 75 2.37% 2,904 75 2.58% 2,836 56 1.99% Non-interest bearing demand deposits 614 571 619 Other liabilities 59 65 67 Total liabilities 3,844 3,540 3,522 Total shareholders' equity 493 446 412
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42 Total liabilities and shareholders' equity $ 4,337 $ 3,986 $ 3,934 Net interest spread 2.91% 2.61% 2.86% Net interest margin 3.41 3.15 3.29 (1) The average balances of loans include non-accrual loans and unamortized deferred fees and costs. (2) The average balance for securities is based on amortized cost. (3) Fully taxable equivalent considers the impact of tax-advantaged securities and loans.
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Table of Contents 43 RATE/VOLUME ANALYSIS The following table presents the effects of rate and volume changes on the fully taxable equivalent net interest income. Tax exempt interest revenue is shown on a tax-equivalent basis for proper comparison. For each category of interest- earning assets and interest-bearing liabilities, information is provided with respect to changes attributable to (1) changes in rate (change in rate multiplied by prior year volume), (2) changes in volume (change in volume multiplied by prior year rate), and (3) changes in volume/rate (change in rate multiplied by change in volume) have been allocated proportionately based on the absolute value of the change due to the rate and the change due to volume. 2025 Compared with 2024 2024 Compared with 2023 Increases (Decreases) due to Increases (Decreases) due to (in thousands) Rate Volume Net Rate Volume Net Interest income: Interest-earning deposits with other banks $ (482) $ 659 $ 177 $ 78 $ (91) $ (13) Available-for-sale debt securities 181 1,358 1,539 1,134 (558) 576 Federal Home Loan Bank Stock (261) 104 (157) 84 (543) (459) Loans: Commercial real estate 2,860 12,081 14,941 5,100 4,724 9,824 Commercial and industrial (1,496) 630 (866) 1,698 1,886 3,584 Residential 2,602 1,832 4,434 2,605 (1,761) 844 Consumer — 1,119 1,119 382 160 542 Total loans 3,966 15,662 19,628 9,785 5,009 14,794 Total interest income $ 3,404 $ 17,783 $ 21,187 $ 11,081 $ 3,817 $ 14,898 Interest expense: Deposits: NOW $ 24 $ 1,644 $ 1,668 $ 3,790 $ (135) $ 3,655 Savings (179) 280 101 1,546 (190) 1,356 Money market (1,690) 1,364 (326) 2,059 (663) 1,396 Time deposits (4,710) 5,097 387 8,818 8,239 17,057 Total deposits (6,555) 8,385 1,830 16,213 7,251 23,464 Borrowings 709 (2,382) (1,673) (461) (4,625) (5,086) Total interest expense $ (5,846) $ 6,003 $ 157 $ 15,752 $ 2,626 $ 18,378 Change in net interest income $ 9,250 $ 11,780 $ 21,030 $ (4,671) $ 1,191 $ (3,480)
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Table of Contents 44 NON-GAAP FINANCIAL MEASURES Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America ("GAAP") and the prevailing practices in the financial services industry. However, we also evaluate our performance by reference to certain additional financial measures discussed in this Annual Report that we identify as being “non-GAAP financial measures.” In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both. These non-GAAP measures are intended to provide the reader with additional supplemental perspectives on operating results, performance trends, and financial condition. Non-GAAP financial measures are not a substitute for GAAP measures; they should be read and used in conjunction with the Company's GAAP financial information. Because non-GAAP financial measures presented in this Annual Report are not measurements determined in accordance with GAAP and are susceptible to varying calculations, these non- GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies. A reconciliation of non-GAAP financial measures to GAAP measures is provided herein. In all cases, it should be understood that non-GAAP measures do not depict amounts that accrue directly to the benefit of shareholders. An item which management excludes when computing non-GAAP financial measures can be of substantial importance to the Company’s results for any particular quarter or year. Each non-GAAP measure used by the Company in this Annual Report as supplemental financial data should be considered in conjunction with the Company's GAAP financial information. The Company utilizes these non- GAAP financial measures for purposes of measuring our performance against our peer group and other financial institutions and analyzing our internal performance. We also believe these non-GAAP financial measures help investors better understand the Company’s operating performance and trends and allow for better performance comparisons to other banks. In addition, these non-GAAP financial measures remove the impact of unusual items that may obscure trends in the Company’s underlying performance. The non-GAAP financial measures that we discuss in this Annual Report should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this Annual Report may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in this Annual Report when comparing such non-GAAP financial measures. The following reconciliation table provides a more detailed analysis of these, and reconciliation for, each of non-GAAP financial measures.
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Table of Contents 45 RECONCILIATION OF NON-GAAP FINANCIAL MEASURES The following table summarizes the reconciliation of non-GAAP items for the time periods presented: Year Ended December 31, (in thousands) Calculations 2025 2024 2023 Net income $ 36,919 $ 43,544 $ 44,852 Non-recurring items: Loss (gain) on available-for-sale debt securities (6) 5,329 (50) (34) Gain on sale of premises and equipment, net 257 (192) 182 Provision on non-PCD acquired loans 3,954 — — Acquisition, conversion and other expenses 10,592 20 283 Income tax expense (1) (4,938) 53 (104) Total non-recurring items 15,194 (169) 327 Total adjusted income(2) (A) $ 52,113 $ 43,375 $ 45,179 Net interest income (B) $ 134,478 $ 113,839 $ 117,675 Plus: Non-interest income 34,456 36,888 35,073 Total Revenue 168,934 150,727 152,748 Loss (gain) on available-for-sale debt securities (6) 5,329 (50) (34) Total adjusted revenue(2) (C) $ 174,263 $ 150,677 $ 152,714 Total non-interest expense $ 117,727 $ 95,987 $ 92,723 Non-recurring expenses: Gain on sale of premises and equipment, net (257) 192 (182) Acquisition, conversion and other expenses (10,592) (20) (283) Total non-recurring expenses (10,849) 172 (465) Adjusted non-interest expense(2) (D) $ 106,878 $ 96,159 $ 92,258 Total revenue 168,934 150,727 152,748 Total non-interest expense 117,727 95,987 92,723 Pre-tax, pre-provision net revenue(2) (S) $ 51,207 $ 54,740 $ 60,025 Adjusted revenue(2) 174,263 150,677 152,714 Adjusted non-interest expense(2) 106,878 96,159 92,258 Adjusted pre-tax, pre-provision net revenue(2) (U) $ 67,385 $ 54,518 $ 60,456 (in millions) Average earning assets (E) $ 4,010 $ 3,677 $ 3,623 Average assets (F) 4,337 3,986 3,934 Average shareholders' equity (G) 493 446 412 Average tangible shareholders' equity(2)(3) (H) 356 323 288 Tangible shareholders' equity, period-end(2)(3) (I) 374 335 308 Tangible assets, period-end(2)(3) (J) 4,526 3,960 3,847
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Table of Contents 46 Year Ended December 31, Calculations 2025 2024 2023 (in thousands) Common shares outstanding, period-end (K) 16,702 15,280 15,172 Average diluted shares outstanding (L) 15,955 15,311 15,195 Adjusted earnings per share, diluted(2) (A/L) $ 3.27 $ 2.84 $ 2.95 Tangible book value per share, period-end(2) (I/K) 22.41 21.93 20.28 Total tangible shareholders' equity/total tangible assets(2) (I/J) 8.27 8.46 8.00 Performance ratios(4) Return on assets 0.85% 1.09% 1.14% Adjusted return on assets(2) (A/F) 1.20 1.09 1.15 Pre-tax, pre-provision return on assets(2) (S/F) 1.18 1.37 1.53 Adjusted pre-tax, pre-provision return on assets(2) (U/F) 1.55 1.37 1.54 Return on equity 7.49 9.75 10.88 Adjusted return on equity(2) (A/G) 10.58 9.72 10.96 Return on tangible equity 10.68 13.72 15.84 Adjusted return on tangible equity(1)(2) (A+Q)/H 14.94 13.67 15.96 Efficiency ratio(1)(2)(5) (D-O-Q)/(C+N) 59.23 61.83 58.47 Net interest margin, fully taxable equivalent(2) (B+P)/E 3.41 3.15 3.29 Supplementary data (in thousands) Taxable equivalent adjustment for efficiency ratio (N) $ 2,927 $ 2,455 $ 2,392 Franchise taxes included in non-interest expense (O) 408 538 638 Tax equivalent adjustment for net interest margin (P) 2,297 1,905 1,550 Intangible amortization (Q) 1,514 932 932 (1) 2025 assumes a marginal tax rate of 24.65% for the fourth and third quarters and 24.26% for the second and first quarters. 2024 assumes a marginal tax rate of 23.73% for the fourth quarter, 23.82% for the second and third quarters and 24.01% for the first quarter. 2023 assumes a marginal tax rate of 24.01% for the fourth quarter and 23.80% for the first three quarters. (2) Non-GAAP financial measure. (3) Tangible shareholders’ equity is computed by taking total shareholders’ equity less the intangible assets at period-end. Tangible assets are computed by taking total assets less the intangible assets at period-end. (4) All performance ratios are based on average balance sheet amounts, where applicable. (5) Efficiency ratio is computed by using adjusted non-interest expense net of franchise taxes and intangible amortization divided by adjusted revenue tax effected for tax-advantaged assets. (6) The loss on available-for-sale debt securities includes a $4.5 million loss on corporate debt securities and $549 thousand on a matured debt security.
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Table of Contents 47 COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 2025 AND 2024 Cash and cash equivalents Total cash and cash equivalents at December 31, 2025 were $80.8 million, compared to $72.2 million at December 31, 2024. Interest-earning deposits held with other banks totaled $35.9 million at year-end 2025 compared to $37.9 million at year-end 2024 carrying a yield of 4.53% in 2025 versus 5.54% in 2024. Available-for-sale debt securities Securities totaled $597.4 million at year-end 2025 and $521.0 million at year-end 2024. The increase is primarily due to $115.0 million in securities from the Woodsville acquisition. During 2025, security purchases totaled $91.0 million and were offset by $43.6 million in sales and $99.8 million of maturities, calls and pay-downs of amortizing securities. The sales primarily consisted of $40.8 million of lower yielding securities from the acquisition of Woodsville. Fair value adjustments decreased the security portfolio by $47.5 million in 2025 compared to a $62.3 million unrealized loss in 2024. The weighted average yield of the securities portfolio was 3.97% as of December 31, 2025 compared to 3.94% at year-end 2024. At the end of 2025, our securities portfolio had an average life of 7.1 years with an effective duration of 5.2 years and an average life of 8.5 and an effective duration of 4.8 at year-end 2024. All securities remain classified as available for sale to provide flexibility in loan funding and management of our cost of funds. Federal Home Loan Bank stock FHLB Stock was $11.3 million at year-end 2025, compared to $12.2 million at year-end 2024. Activity during 2025 consisted of $4.4 million acquired from Woodsville and purchases of $11.7 million offset by redemptions of $17.0 million due to paydowns of wholesale borrowings. Loans held for sale Loans held for sale increased to $5.3 million at year-end 2025 compared to $1.2 million at year-end 2024. The increase was driven by the interest rate environment and demand for wholesale loans. During 2025 we sold $52.4 million of loans held for sale resulting in a net gain of $724 thousand, during 2024 we sold $54.9 million of loans held for sale resulting in a net gain of $663 thousand. Loans Loans were $3.6 billion at year-end 2025, compared to $3.1 billion at year-end 2024. Loan growth was driven by the $413.4 million in loans acquired from Woodsville. Total commercial loans in 2025 were $2.4 billion, growing 6% on an annualized basis, excluding the impact of acquired loans, compared to $2.1 billion at year-end 2024. Commercial growth included $690.9 million in originations during the year, partially offset by payoffs and paydowns. Total residential loans increased to $1.1 billion at year-end 2025 from $888.3 million at year-end 2024, primarily as a result of $248.5 million in acquired loans. Consumer loans were $128.8 million at year-end 2025 compared to $102.2 million at year-end 2024 and included $21.4 million in loans acquired from Woodsville. Allowance for Credit Losses on Loans The allowance for credit losses on loans was $34.1 million at December 31, 2025 compared to $28.7 million as of December 31, 2024. The increase was primarily driven by $4.0 million in reserves on non-PCD loans and $1.6 million in reserves on PCD loans from the Woodsville acquisition. Net charge-offs were $950 thousand in 2025 compared to $353 thousand in 2024 driven by the resolution of three commercial and industrial loans. The net charge-offs to average loans ratio remains strong at 0.03% in 2025 compared to 0.01% in 2024. Premises and Equipment Premises and equipment increased $7.0 million at December 31, 2025 to $58.2 million compared to $51.2 million at December 31, 2024, driven by $6.6 million in acquired assets from the Woodsville acquisition. We sold $406 thousand of premises held for sale in 2025 that resulted in a gain of $189 thousand. The gain from premises held for sale was offset by the disposal of certain acquired assets resulting in a loss of $446 thousand for a net loss on premises and equipment of $257 thousand.
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Table of Contents Goodwill and Other Intangibles Goodwill increased to $141.8 million in 2025 compared to $119.5 million at year-end 2024. During the year the Company acquired Woodsville which led to the increase in goodwill of $22.3 million. Other intangibles increased $12.5 million in 2025 driven by $14.0 million from the acquisition partially offset by amortization of $1.5 million. Other Assets Total other assets increased $16.6 million to $200.8 million at December 31, 2025 from $184.2 million as of December 31, 2024. The increase is driven by the cash surrender value of bank-owned life insurance income which increased $14.4 million primarily due to the acquisition of Woodsville. Deferred tax assets increased $6.6 million and was offset in part by other assets decreasing $4.4 million. Deposits Total deposits increased $553.6 million to $3.8 billion at the end of 2025 compared to $3.3 billion at the end of 2024. The overall increase in deposits is due to the acquisition of $531.3 million from Woodsville. Non- maturity deposits, excluding acquired deposits, increased $38.9 million during 2025 primarily due to interest- bearing demand deposits. Excluding the impact of acquired deposits, time deposits decreased $16.6 million during the year primarily due to $86.0 million in brokered deposit maturities. Borrowings Total borrowings decreased $21.0 million to $269.6 million at December 31, 2025 compared to $290.6 million as of December 31, 2024. Acquired FHLB borrowings totaled $98.0 million, of which $15.0 million of advances were paid off shortly after the acquisition date. Senior borrowings decreased $33.2 million during the year as loan paydowns, deposits and proceeds from the investment portfolio were utilized to decrease borrowing levels. Subordinated borrowings increased $12.2 million primarily due to $11.2 million of subordinated borrowings from the Woodsville acquisition. Derivative Financial Instruments and Other Liabilities Other liabilities totaled $60.4 million at December 31, 2025 compared to $66.6 million as of December 31, 2024. The decrease was primarily driven by a $10.0 million reduction in the fair value of customer loan swaps, partially offset by increased unpaid services and $2.6 million in unearned income related to contract negotiations from the Woodsville acquisition.The reserve for unfunded commitments increased $796 thousand at the end of 2025 to $3.8 million compared to $3.1 million at December 31, 2024, which are also recorded in other liabilities. Equity Total equity was $532.5 million at year-end 2025, compared with $458.4 million at year-end 2024. Book value per share was $31.88 as of December 31, 2025 compared with $30.00 at December 31, 2024. Upon the acquisition of Woodsville each share of Guaranty’s common stock was converted into the right to receive 1.85 shares of the Company’s common stock, with cash paid in lieu of any fractional shares. The total consideration paid by the Company was $39.2 million and in total the Company issued 1.4 million shares of its common stock. During 2025 and 2024, the Company declared and distributed regular cash dividends on its common stock in the aggregate amounts of $20.4 million and $17.8 million, respectively. The Company’s 2025 dividend payout ratio amounted to 44%, compared with 42% in 2024. Total cash dividends paid increased 7% in 2025 and was $1.26 per share of common stock, compared with $1.18 per share of common stock in 2024. The Company and the Bank remained well-capitalized under regulatory guidelines at period end as further described in Note 13 – Shareholders’ Equity and Earnings Per Common Share on the Consolidated Financial Statements. COMPARISON OF OPERATING RESULTS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 Net Interest Income Net interest income for 2025 was $134.5 million compared with $113.8 million in 2024. The net interest margin was 3.41% in 2025 compared to 3.15% in the prior year. The yield on earning assets totaled 5.28% at December 31, 2025 compared to 5.18% at December 31, 2024. The yield on loans was 5.53% in 2025 and 5.40% in 2024 primarily due to the acquisition of $413.4 million loans. Total loan yield growth was partially offset by a decrease in the commercial and
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Table of Contents industrial yield to 6.44% for 2025 from 6.75% in 2024 driven by the decrease in rates of adjustable-rate loans. Costs of interest-bearing deposits decreased in 2025 to 2.17% from 2.37% in 2024 while borrowing costs increased to 4.69% in 2025 from 4.40% in 2024. Provision for Credit Losses The provision for credit losses on loans was $4.6 million at December 31, 2025 compared to $955 thousand at December 31, 2024. The increase was due to the $4.0 million reserve on non-PCD loans as a result of the Woodsville acquisition. The provision for credit losses on available-for-sale debt securities was $636 thousand in 2025 compared to $1.2 million in 2024. The provision for available-for-sale-debt securities was due to the deterioration in scheduled interest payments and estimated future cash flows of two corporate securities in 2024. Non-Interest Income Non-interest income in 2025 was $34.6 million compared to $36.9 million in 2024. Trust management fees were $16.1 million in 2025 compared to $15.7 million in 2024 due to higher assets under management of $3.0 billion at year-end 2025 compared to $2.8 billion at year-end 2024. Customer service fees increased 8% to $16.0 million in 2025 from $14.8 million in 2024 driven by increased deposit balances due to the Woodsville acquisition. Customer derivative income increased $1.1 million year-over-year primarily driven by the interest rate environment and swap timing. The overall decrease was driven by the Company recognizing impairment losses of $4.6 million on available-for-sale debt securities in 2025. For further detail see Note 3 – Available-for-Sale Debt Securities on the Consolidated Financial Statements. Non-Interest Expense Non-interest expense increased to $117.7 million in 2025 compared to $96.0 million in 2024. The increase was primarily due to $10.6 million in acquisition, conversion and other expenses related to the Woodsville acquisition. Salaries and benefits expense increased $5.7 million to $60.5 million in 2025 mostly due to increased personnel from the acquisition. Other expenses increased $5.5 million driven by a $1.5 million increase in the provision for unfunded commitments, $742 thousand increase in occupancy and equipment and $582 thousand in amortization of other intangibles all of which are related to the acquisition of Woodsville. Income Tax Expense Income tax expense was $9.0 million for the year ended December 31, 2025 compared to $9.1 million for the year ended December 31, 2024. The effective tax rate was 19.6% in 2025 compared to 17.26% in 2024. LIQUIDITY AND CASH FLOWS Liquidity is measured by the ability to meet short-term cash needs at a reasonable cost or minimal loss. Favorable sources of liabilities are sought to maintain prudent levels of liquid assets in order to satisfy varied liquidity demands. Besides serving as a funding source for maturing obligations, liquidity provides flexibility in responding to customer initiated needs. Many factors affect the ability to meet liquidity needs, including variations in the markets served by its network of offices, its mix of assets and liabilities, reputation and credit standing in the marketplace, and general economic conditions. The liquidity position is actively managed through target ratios established under our liquidity and funding policy. Continual monitoring of these ratios, by using historical data and through forecasts under multiple rate and stress scenarios, allows the ability to employ strategies necessary to maintain adequate liquidity. The policy is to maintain a liquidity position of at least 8% of total assets. A portion of the deposit base has been historically seasonal in nature, with balances typically declining in the winter months through late spring, during which period the liquidity position tightens. A liquidity contingency plan is approved by the Bank’s Board of Directors. This plan addresses the steps that would be taken in the event of a liquidity crisis, and identifies other sources of liquidity available to the Company. Management believes that the level of liquidity is sufficient to meet current and future funding requirements. However, changes in economic conditions, including consumer savings habits and availability or access to the brokered deposit market could potentially have a significant impact on the liquidity position. The existing cash and cash equivalents (including an interest-bearing deposit at the FRB Boston), securities available for sale and cash flows from operating activities will be sufficient to meet anticipated cash needs for at least the next
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Table of Contents 50 12 months. Future working capital needs will depend on many factors, including the rate of business and revenue growth. To the extent cash and cash equivalents, securities available for sale and cash flows from operating activities are insufficient to fund future activities, the need to raise additional funds through debt arrangements or public or private debt or equity financings may be utilized. The need to raise additional funds may be needed in the event it is determined in the future to effect one or more acquisitions of banks or businesses. If additional funding is required, we may not be able to obtain debt arrangements or to effect an equity or debt financing on terms acceptable or at all. Capital Resources Consistent with our long-term goal of operating a sound and profitable organization, at December 31, 2025, we continue to be a “well-capitalized” financial institution according to applicable regulatory standards. Management believes this to be vital in promoting depositor and investor confidence and providing a solid foundation for future growth. At December 31, 2025, available same-day liquidity totaled approximately $1.0 billion, including cash, borrowing capacity at FHLB and the Federal Reserve Discount Window and various lines of credit. Additional sources of liquidity include cash flows from operations, wholesale deposits, cash flow from the Company's amortizing securities and loan portfolios. At December 31, 2025, we had unused borrowing capacity at the FHLB of $259.1 million, unused borrowing capacity at the Federal Reserve of $94.0 million and unused lines of credit totaling $41.0 million. Purchase Obligations In the normal course of conducting our banking and financial services business, and in connection with providing products and services to our customers, a variety of traditional third-party contracts for support services have been entered into. Examples of such contractual agreements include, but are not limited to: services providing core banking systems, ATM and debit card processing, trust services software, accounting software and the leasing of T-1 telecommunication lines and other technology infrastructure supporting our network. These types of purchase obligations that will come due during 2026 is approximately $10.3 million as of December 31, 2025 which is expected to be funded by cash flows generated from our operations. Impact of Inflation and Changing Prices A banking organization’s assets and liabilities are primarily monetary. Changes in the rate of inflation do not have as great an impact on the financial condition of a bank as do changes in interest rates. Moreover, interest rates do not necessarily change at the same percentage as inflation. Accordingly, changes in inflation are not expected to have a material impact on the Company. The FOMC often applies contractionary monetary policies during times of high inflation, resulting in elevated interest rates. Elevated interest rates may lower the market value of existing balance sheet assets and often result in a significant unrealized loss position. These lower market values may negatively affect the Bank’s liquidity position as it results in a lower value of the Bank’s liquid assets. IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS Please refer to the notes on Recently Adopted Accounting Principles and Future Application of Accounting Pronouncements in Note 1 – Summary of Significant Accounting Policies of the Consolidated Financial Statements.
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Table of Contents CRITICAL ACCOUNTING POLICIES AND ESTIMATES Note 1 – Summary of Significant Accounting Policies to our audited Consolidated Financial Statements for the year ended December 31, 2025 contains a summary of significant accounting policies. Various elements of these accounting policies, by their nature, are subject to estimation techniques, valuation assumptions and other subjective assessments. Certain assets are carried in the consolidated statements of financial condition at estimated fair value or the lower of cost or estimated fair value. Policies with respect to the methodology used to determine the allowance for credit losses is a critical accounting policy and estimate because of its importance to the presentation of our financial condition and results of operations. The critical accounting policy involves a higher degree of complexity and requires management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters. The use of different judgments, assumptions, and estimates could result in material differences in the results of operations or financial condition. Allowance for credit losses on loans (the “allowance”) The estimate of expected credit losses on collectively evaluated loans is based on relevant information about current conditions, past events, and reasonable and supportable forward-looking forecasts regarding collectability of the reported amounts. Management employs a process and methodology to estimate the allowance for credit losses (“ACL”) on collectively evaluated loans that evaluates both quantitative and qualitative components. The methodology for evaluating the quantitative component involves pooling loans into portfolio segments for loans that share similar risk characteristics. For all loan segments measured on a collective basis, the Company utilizes a discounted cash flow (“DCF”) methodology to estimate credit losses over the expected life of the loan. The DCF methodology applies the probability of default (“PD”) and the loss given default (“LGD”) assumptions over the remaining contractual life of the loan which is adjusted for prepayment speeds, curtailment rate and time to recovery assumptions to estimate a reserve for each loan. The Company uses regression models to develop the PD and LGD assumptions, which are derived primarily from segment-specific selected peers. The loss rates are adjusted by an economic forecast over the reasonable and supportable forecast period after which time they revert back to the historical mean. Assumptions evaluated each reporting period include the probability of default and loss given default assumptions, macroeconomic forecast variables, prepayment speed assumptions, and the determination of the qualitative factors. As of December 31, 2025 management utilized National Unemployment Rate, Commercial Real Estate Price Index and House Price Index in their economic forecast. Hypothetically, if the economic forecast was deteriorated by 100bps compared to management’s base scenario the impact to the allowance would be an increase of $1.3 million. Hypothetically, if the economic forecast improved by 100bps compared to management’s base scenario, the impact to the allowance would be a decrease of $1.3 million. Hypothetically, if prepayment speeds doubled there would be a decrease to the allowance of $2.6 million. Hypothetically, if prepayment speeds were decreased by half there would be an increase to the allowance of $2.9 million. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market Risk Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates/prices, such as interest rates, foreign currency exchange rates, commodity prices and equity prices. The most significant market risk that affects us is interest rate risk. Other types of market risk do not arise in the normal course of our business activities. The responsibility for interest rate risk management oversight is the function of the Bank’s Asset and Liability Committee, or ALCO, chaired by the Bank’s Chief Financial Officer and composed of various members of the Bank’s senior management. ALCO meets regularly to review balance sheet structure, formulate strategies in light of current and expected economic conditions, adjust product prices as necessary, implement policy, monitor liquidity, and review performance against guidelines established to control exposure to the various types of inherent risk. Interest Rate Risk Interest rate risk can be defined as an exposure to movement in interest rates that could have an adverse impact on the Bank's net interest income. Interest rate risk arises from the imbalance in the re-pricing, maturity and/or cash flow
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Table of Contents 52 characteristics of assets and liabilities. Management’s objectives are to measure, monitor and develop strategies in response to the interest rate risk profile inherent in the Bank’s balance sheet. The objectives in managing the Bank's balance sheet are to preserve the sensitivity of net interest income to actual or potential changes in interest rates, and to enhance profitability through strategies that promote sufficient reward for understood and controlled risk. The Bank’s interest rate risk measurement and management techniques incorporate the re-pricing and cash flow attributes of balance sheet and off-balance sheet instruments as each relate to current and potential changes in interest rates. The level of interest rate risk, measured in terms of the potential future effect on net interest income, is determined through the use of modeling and other techniques under multiple interest rate scenarios. Interest rate risk is evaluated in depth on a quarterly basis and reviewed by ALCO and the Bank’s Board of Directors. The Bank's Asset Liability Management Policy, approved annually by the Bank’s Board of Directors, establishes interest rate risk limits in terms of variability of net interest income under rising, flat, and decreasing rate scenarios. It is the role of the ALCO to evaluate the overall risk profile and to determine actions to maintain and achieve a posture consistent with policy guidelines. Interest Rate Sensitivity Modeling: The Bank utilizes an interest rate risk model widely recognized in the financial industry to monitor and measure interest rate risk. The model simulates the behavior of interest income and expense for all balance sheet and off-balance sheet instruments, under different interest rate scenarios together with a dynamic future balance sheet. Interest rate risk is measured in terms of potential changes in net interest income based upon shifts in the yield curve. The interest rate risk sensitivity model requires that assets and liabilities be broken down into components as to fixed, variable, and adjustable interest rates, as well as other homogeneous groupings, which are segregated as to maturity and type of instrument. The model includes assumptions about how the balance sheet is likely to evolve through time and in different interest rate environments. The model uses contractual re-pricing dates for variable products, contractual maturities for fixed rate products, and product-specific assumptions for deposit accounts, such as money market accounts, that are subject to re-pricing based on current market conditions. Re-pricing margins are also determined for adjustable rate assets and incorporated in the model. Investment securities and borrowings with option provisions are examined on an individual basis in each rate environment to estimate the likelihood of exercise. Prepayment assumptions for mortgage loans are calibrated using specific Bank experience while mortgage-backed securities are developed from industry standard models of prepayment speeds, based upon similar coupon ranges and degree of seasoning. Cash flows and maturities are then determined, and for certain assets, prepayment assumptions are estimated under different interest rate scenarios. Interest income and interest expense are then simulated under several hypothetical interest rate conditions. The simulation models a parallel and pro rata shift in rates over a 12-month period. Using this approach, we are able to produce simulation results that illustrate the effect that both a gradual “rate ramp” and a “rate shock” have on earnings expectations. Our net interest income sensitivity analysis reflects changes to net interest income assuming no balance sheet growth and a parallel shift in interest rates. All rate changes were “ramped” over the first 12-month period and then maintained at those levels over the remainder of the simulation horizon. Changes in net interest income based upon these simulations are measured against the flat interest rate scenario. As of December 31, 2025, interest rate sensitivity modeling results indicate that the Bank’s balance sheet was asset sensitive over the one- and two-year horizons.
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Table of Contents 53 The following table presents the changes in sensitivities on net interest income for the periods ended December 31, 2025 and 2024: Change in Interest Rates-Basis Points (Rate Ramp) 1 - 12 Months 13 - 24 Months (in thousands, except ratios) $ Change % Change $ Change % Change At December 31, 2025 -200 $ (8,358) (5.1)% $ (20,741) (12.0)% -100 (4,412) (2.7) (10,179) (5.9) +100 4,579 2.8 9,053 5.3 +200 8,607 5.3 17,446 10.1 At December 31, 2024 -200 $ (6,422) (5.3)% $ (14,688) (11.1)% -100 (3,511) (2.9) (7,321) (5.5) +100 2,597 2.1 5,625 4.2 +200 5,127 4.2 10,880 8.2 Assuming short-term and long-term interest rates decline 200 basis points from current levels (i.e., a parallel yield curve shift) over the next twelve months and the Bank’s balance sheet structure and size remain at current levels, management believes net interest income will deteriorate over the one year horizon while deteriorating further from that level over the two-year horizon. Assuming short-term and long-term interest rates increase 200 basis points from current levels (i.e., a parallel yield curve shift) over the next twelve months and the Bank’s balance sheet structure and size remain at current levels, management believes net interest income will improve over the one year horizon while improving further from that level over the two-year horizon. As compared to December 31, 2024, asset sensitivity in year one is higher in up rate scenarios but slightly lower in down rate scenarios, while in year two, sensitives are higher in both up and down rate scenarios. The preceding sensitivity analysis does not represent a forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including: the nature and timing of interest rate levels and yield curve shape, prepayment speeds on loans and securities, deposit rates, pricing decisions on loans and deposits, reinvestment or replacement of asset and liability cash flows, and renegotiated loan terms with borrowers. While assumptions are developed based upon current economic and local market conditions, we cannot make any assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences might change. As market conditions vary from those assumed in the sensitivity analysis, actual results may also differ due to: prepayment and refinancing levels deviating from those assumed; the impact of interest rate changes, caps or floors on adjustable rate assets; the potential effect of changing debt service levels on customers with adjustable rate loans; depositor early withdrawals and product preference changes; and other such variables. The sensitivity analysis also does not reflect additional actions that the Bank’s Senior Executive Team and Board of Directors might take in responding to or anticipating changes in interest rates, and the anticipated impact on the Bank’s net interest income.
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Table of Contents 54 ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shareholders and the Board of Directors of Bar Harbor Bankshares and Subsidiaries Bar Harbor, Maine Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheet of Bar Harbor Bankshares and Subsidiaries (the "Company") as of December 31, 2025, the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provide a reasonable basis for our opinions. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
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Table of Contents 55 and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Allowance for Credit Losses on Collectively Evaluated Loans As discussed in Note 1 and Note 4 to the consolidated financial statements, the Company’s allowance for credit losses totaled $34.1 million as of December 31, 2025, which is primarily related to loans evaluated on a collective basis. The estimate of expected credit losses on collectively evaluated loans is based on relevant information about current conditions, past events, and reasonable and supportable forward-looking forecasts regarding collectability of the reported amounts. Management employs a process and methodology to estimate the allowance for credit losses (“ACL”) on collectively evaluated loans that evaluates both quantitative and qualitative components. The methodology for evaluating the quantitative component involves pooling loans into portfolio segments for loans that share similar risk characteristics. For all loan segments measured on a collective basis, the Company utilizes a discounted cash flow (“DCF”) methodology to estimate credit losses over the expected life of the loan. The DCF methodology applies the probability of default (“PD”) and the loss given default (“LGD”) assumptions over the remaining contractual life of the loan which is adjusted for prepayment speeds, curtailment rate and time to recovery assumptions to estimate a reserve for each loan. The Company uses regression models to develop the PD and LGD assumptions, which are derived primarily from segment-specific selected peers. The loss rates are adjusted by an economic forecast over the reasonable and supportable forecast period after which time they revert back to the historical mean. For all loan segments, the quantitative loss rates are supplemented by qualitative factors reflecting management’s view of how losses may vary from those represented by quantitative loss rates. Qualitative factors are applied to each portfolio segment to reflect management’s estimate of expected changes in current conditions at the balance sheet date relative to historical performance. We identified auditing the ACL on collectively evaluated loans as a critical audit matter because there is a high degree of measurement uncertainty due to the volume of data inputs and assumptions needed to perform the quantitative calculation as well as management judgement in deriving qualitative factors. This resulted in significant auditor judgment and audit effort in evaluating the appropriateness of the data inputs and assumptions used in the DCF methodology, as well as the reasonableness of qualitative factors applied in the ACL calculation. The primary procedures we performed to address this critical audit matter included: Testing the design and operating effectiveness of controls over the ACL on collectively evaluated loans, including controls addressing: ● Relevance and reliability and completeness and accuracy of the external and internal data used in the DCF methodology, including in the development of PD and LGD assumptions.
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Table of Contents 56 ● Development of the PD and LGD assumptions through the use of regression models. ● Reasonableness of the significant assumptions applied in the DCF methodology. ● Appropriateness of qualitative framework, as well as the reasonableness of significant assumptions and the relevance and reliability and completeness and accuracy of data used in the development of qualitative factors. ● Application of the data and significant assumptions in the DCF methodology and qualitative factors. Substantively testing management’s process, including evaluating the method, data, and assumptions, for developing the ACL on loans collectively evaluated, which included: ● Testing the relevance and reliability and completeness and accuracy of the external and internal data used in the DCF methodology and the qualitative factors. ● Testing the reasonableness of the significant assumptions applied in the DCF methodology. ● Testing the appropriateness of the qualitative framework, as well as the relevance and reliability of the data and reasonableness of significant assumptions applied in the development of qualitative factors. ● Testing the application of the relevant and reliable data and significant assumptions applied in the DCF methodology. ● With the assistance of internal valuation specialists, evaluating the appropriateness of the regression models and relevance and reliability of peer data used to develop the PD and LGD inputs within the DCF methodology. /s/ Crowe LLP We have served as the Company's auditor since 2025. Boston, Massachusetts March 12, 2026
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Table of Contents 57 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Bar Harbor Bankshares and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Bar Harbor Bankshares and Subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of income, comprehensive income (loss), changes in shareholders’ equity and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ RSM US LLP We served as the Company’s auditor from 2015 to 2025. Hartford, Connecticut March 11, 2025
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Table of Contents 58 BAR HARBOR BANKSHARES AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share data) December 31, 2025 December 31, 2024 Assets Cash and cash equivalents: Cash and due from banks $ 44,947 $ 34,266 Interest-earning deposits with other banks 35,890 37,896 Total cash and cash equivalents 80,837 72,162 Securities: Available-for-sale debt securities 597,424 521,018 Less: Allowance for credit losses on available-for-sale debt securities — (568) Net securities 597,424 520,450 Federal Home Loan Bank stock 11,308 12,237 Loans held for sale 5,283 1,235 Total loans held for investment 3,605,859 3,147,096 Less: Allowance for credit losses (34,052) (28,744) Net loans held for investment 3,571,807 3,118,352 Premises and equipment, net 58,188 51,237 Other real estate owned — — Goodwill 141,819 119,477 Other intangible assets 16,407 3,938 Cash surrender value of bank-owned life insurance 96,250 81,858 Deferred tax assets, net 29,926 23,330 Other assets 74,642 79,051 Total assets $ 4,683,891$ 4,083,327 Liabilities Deposits: Non-interest bearing demand $ 670,786 $ 575,649 Interest-bearing demand 1,137,730 910,191 Savings 635,329 545,816 Money market 464,843 405,758 Time 912,594 830,274 Total deposits 3,821,282 3,267,688 Borrowings: Senior 216,818 249,981 Subordinated 52,825 40,620 Total borrowings 269,643 290,601 Other liabilities 60,425 66,610 Total liabilities 4,151,350 3,624,899 Shareholders’ equity Capital stock, par value $2.00; authorized 30,000,000 and 20,000,000 shares; issued 17,734,817 and 16,428,388 shares; outstanding 16,702,063 shares and 15,279,783 shares at December 31, 2025 and December 31, 2024, respectively 35,470 32,857 Additional paid-in capital 233,335 194,607 Retained earnings 314,372 297,857 Accumulated other comprehensive loss (35,409) (51,536) Less: 1,032,754 and 1,148,605 shares of treasury stock, at cost, at December 31, 2025 and December 31, 2024, respectively (15,227) (15,357) Total shareholders’ equity 532,541 458,428 Total liabilities and shareholders’ equity $ 4,683,891$ 4,083,327 The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents 59 BAR HARBOR BANKSHARES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, (in thousands, except earnings per share data) 2025 2024 2023 Interest and dividend income Loans $ 183,120 $ 163,846 $ 149,420 Securities and other 23,439 21,938 21,619 Federal Home Loan Bank stock 801 958 1,146 Interest-earning deposits with other banks 2,159 1,982 1,997 Total interest and dividend income 209,519 188,724 174,182 Interest expense Deposits 63,525 61,696 38,232 Borrowings 11,516 13,189 18,275 Total interest expense 75,041 74,885 56,507 Net interest income 134,478 113,839 117,675 Provision for credit losses on available-for-sale debt securities 636 1,171 — Provision for credit losses on loans 4,636 955 2,908 Net interest income after provision for credit losses 129,206 111,713 114,767 Non-interest income Trust and investment management fee income 16,066 15,701 14,283 Customer service fees 15,953 14,839 15,168 (Loss) gain on available-for-sale debt securities, net (5,329) 50 34 Mortgage banking income 1,969 2,093 1,587 Bank-owned life insurance income 2,576 2,304 2,699 Customer derivative income 2,013 928 409 Other income 1,208 973 893 Total non-interest income 34,456 36,888 35,073 Non-interest expense Salaries and employee benefits 60,534 54,849 52,516 Occupancy and equipment 14,530 13,788 13,386 Depreciation 4,303 4,196 4,198 Gain (loss) on premises and equipment, net 257 (192) 182 Outside services 2,017 1,558 1,671 Professional services 1,809 1,422 1,586 Communication 877 759 697 Marketing 2,036 2,014 1,696 Amortization of intangible assets 1,514 932 932 FDIC assessment 1,921 1,808 1,743 Acquisition, conversion and other expenses 10,592 20 283 Provision (credit) for unfunded commitments 796 (775) (85) Other expenses 16,541 15,608 13,918 Total non-interest expense 117,727 95,987 92,723 Income before income taxes 45,935 52,614 57,117 Income tax expense 9,016 9,070 12,265 Net income $ 36,919 $ 43,544 $ 44,852 Earnings per share: Basic $ 2.32 $ 2.86 $ 2.96 Diluted $ 2.31 $ 2.84 $ 2.95 Weighted average common shares outstanding: Basic 15,892 15,240 15,142 Diluted 15,955 15,311 15,195 The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents 60 BAR HARBOR BANKSHARES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Years Ended December 31, (in thousands) 2025 2024 2023 Net income $ 36,919 $ 43,544 $ 44,852 Other comprehensive income (loss), before tax: Changes in unrealized gain (loss) on available-for-sale debt securities 20,593 53 9,481 Changes in unrealized (loss) gain on hedging derivatives (417) (2,046) 1,011 Changes in unrealized gain (loss) on pension 277 (25) 135 Income taxes related to other comprehensive income (loss): Changes in unrealized (gain) loss on available-for-sale debt securities (4,450) (145) (1,884) Changes in unrealized loss (gain) on hedging derivatives 118 474 (227) Changes in unrealized loss (gain) on pension 6 15 (38) Total other comprehensive income (loss) 16,127 (1,674) 8,478 Total comprehensive income $ 53,046 $ 41,870 $ 53,330 The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents 61 BAR HARBOR BANKSHARES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY Accumulated Common Additional other stock paid-in Retained comprehensive Treasury (in thousands, except pershare data) amount capital earnings loss stock Total Balance at December 31, 2022 $ 32,857 $ 191,922 $243,815 $ (58,340) $(16,804) $393,450 Net income — — 44,852 — — 44,852 Other comprehensive income — — — 8,478 — 8,478 Cash dividends declared ($1.10 per share) — — (16,566) — — (16,566) Net issuance (89,443 shares) to employee stock plans, including related tax effects — (1,458) — — 653 (805) Recognition of stock based compensation — 2,650 — — — 2,650 Balance at December 31, 2023 $ 32,857 $ 193,114 $272,101 $ (49,862) $(16,151) $432,059 Net income — — 43,544 — — 43,544 Other comprehensive loss — — — (1,674) — (1,674) Cash dividends declared ($1.18 per share) — — (17,788) — — (17,788) Net issuance (107,652 shares) to employee stock plans, including related tax effects — (1,799) — — 794 (1,005) Recognition of stock based compensation — 3,292 — — — 3,292 Balance at December 31, 2024 $ 32,857 $ 194,607 $297,857 $ (51,536) $(15,357) $458,428 Net income — — 36,919 — — 36,919 Other comprehensive income — — — 16,127 — 16,127 Cash dividends declared ($1.26 per share) — — (20,404) — — (20,404) Common stock issued for acquisition of Guaranty Bancorp Inc. (Note 2) 2,701 36,516 — — — 39,217 Net issuance (71,816 shares) to employee stock plans, including related tax effects — (698) — — (129) (827) Reclassification of shares (88) (171) — — 259 — Recognition of stock based compensation — 3,081 — — — 3,081 Balance at December 31, 2025 $ 35,470 $ 233,335 $314,372 $ (35,409) $(15,227) $532,541 The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents 62 BAR HARBOR BANKSHARES AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, (in thousands) 2025 2024 2023 Cash flows from operating activities: Net income $ 36,919 $ 43,544 $44,852 Adjustments to reconcile net income to net cash provided by operating activities: Provision for credit losses on loans 4,636 955 2,908 Provision for credit losses on available-for-sale debt securities 636 1,171 — Net (accretion) amortization of securities (399) 1,655 2,429 Deferred tax (benefit) expense (64) (366) (686) Change in unamortized net loan costs and premiums (53) (1,057) (145) Premises and equipment depreciation 4,303 4,196 4,198 Stock-based compensation expense 3,081 3,292 2,650 Accretion of purchase accounting entries, net (3,261) — — Amortization of other intangibles 1,514 932 932 Income from cash surrender value of bank-owned life insurance policies (2,576) (2,304) (2,699) Loss (gain) on available-for-sale debt securities 5,329 (50) (34) Decrease (increase) right-of-use lease assets 336 (1,712) 1,204 (Decrease) increase in lease liabilities (421) 1,918 (1,179) Loss (gain) on premises and equipment, net 257 (192) 182 Originations of loans held for sale (57,538) (53,947) (40,943) Proceeds from loans held for sale 53,326 54,901 38,754 Net change in other assets and liabilities 2,251 (565) (5,020) Net cash provided by operating activities 48,276 52,371 47,403 Cash flows from investing activities: Proceeds from maturities, calls and prepayments of available-for-sale debt securities 99,804 64,391 42,184 Proceeds from sales of available-for-sale debt securities 43,559 — — Purchases of available-for-sale debt securities (90,966) (53,496) (7,521) Net change in loans (42,102) (147,343) (96,840) Purchase of Federal Home Loan Bank stock (11,725) (21,375) (18,370) Proceeds from redemption of Federal Home Loan Bank stock 17,024 21,926 20,473 Purchase of premises and equipment (4,811) (7,396) (6,533) Proceeds from sale of premises held for sale 406 1,408 413 Proceeds from death benefit of bank-owned life insurance policy — — 3,904 Cash received from acquisitions, net 77,521 — — Net cash provided by (used in) investing activities 88,710 (141,885) (62,290) Cash flows from financing activities: Net change in deposits 22,305 126,531 97,726 Net change in short-term borrowings (114,910) (21,053) (60,604) Repayments of long-term borrowings (14,475) (10) (2,317) Net change in subordinated debt — 159 — Repayments of subordinated debt — (20,000) — Net issuance to employee stock plans (827) (1,005) (805) Cash dividends paid on common stock (20,404) (17,788) (16,566) Net cash (used in) provided by financing activities (128,311) 66,834 17,434 Net change in cash and cash equivalents 8,675 (22,680) 2,547 Cash and cash equivalents at beginning of year 72,162 94,842 92,295 Cash and cash equivalents at end of period $ 80,837 $ 72,162 $94,842
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Table of Contents 63 Year Ended December 31, (in thousands) 2025 2024 2023 Supplemental cash flow information: Interest paid $ 73,123 $ 73,399 $ 51,973 Income taxes paid, net 6,599 9,863 15,026 Transfer of non-cash assets 1,000 — — Assets acquired in acquisition of Guaranty Bancorp, Inc., excluding cash received 580,531 — — Liabilities assumed in acquisition of Guaranty Bancorp, Inc. 641,177 — — Common stock issued for Acquisition of Guaranty Bancorp, Inc. 39,217 — — The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents BAR HARBOR BANKSHARES AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation: The consolidated financial statements (the “financial statements”) of Bar Harbor Bankshares and its subsidiaries (the “Company,” or “we”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Bar Harbor Bankshares is a Maine Financial Institution Holding Company for the purposes of the laws of the State of Maine, and as such, is subject to the jurisdiction of the Superintendent of the Maine Bureau of Financial Institutions. These financial statements include the accounts of the Company, its wholly-owned subsidiary Bar Harbor Bank & Trust (the "Bank") and the Bank’s consolidated subsidiaries. The results of operations of companies or assets acquired are included only from the dates of acquisition. All material wholly-owned and majority-owned subsidiaries are consolidated unless U.S. GAAP requires otherwise. Principles of Consolidation: The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the accounts of Bar Harbor Bankshares and its wholly-owned subsidiaries, Bar Harbor Bank & Trust, Bar Harbor Wealth Management, and Cottage Street Corporation. All significant inter-company balances and transactions have been eliminated in consolidation. Assets held in a fiduciary capacity are not assets of the Company, but assets of customers, and therefore, are not included in the Consolidated Balance Sheets. Segment Reporting: The Company’s reportable segment is determined by the Chief Executive Officer, who is designated as the chief operating decision maker (“CODM”), based upon information provided about the Company’s products and services offered, primarily banking operations. Operations of the Company are solely within community banking industry and include traditional community banking services, including lending activities, acceptance of demand, savings and time deposits, business services, investment management, trust and third-party brokerage services. These products and services have similar distribution methods, types of customers and regulatory responsibilities. An operating segment is defined as a component of a business for which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and evaluate performance. Consolidated net income of the company is the primary performance metric utilized by the CODM. The CODM uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CODM uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation. Most of the Company’s revenue is from the business of banking. While the Company has assigned certain management responsibilities by business lines, the Company’s CODM monitors and evaluates financial performance on a Company-wide basis. Accordingly, segment information is not presented in the Consolidated Financial Statements. Therefore, the Company has determined that its business is conducted in one reportable segment and represents the consolidated financial statements of the Company. Reclassifications: Whenever necessary, amounts in the prior years’ financial statements are reclassified to conform to current presentation. The reclassifications had no impact on net income in the Company’s consolidated statements of income or to the consolidated financial statements. In December 2025 management retrospectively adjusted the net change in loans held for sale to report them gross in the operating activities within the consolidated statement of cash flows for previous years to be comparable to the 2025 presentation. Use of estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements. Actual results could differ from those estimates. Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and amounts due from banks, interest-bearing deposits with other banks, federal funds sold, and other short-term investments with maturities less than 90 days. Debt Securities: Debt securities are classified as available-for-sale (“AFS”) when they may be sold before maturity. Available for sale securities primarily consist of mortgage-backed securities, obligations of state and political subdivisions thereof, and corporate bonds and are carried at estimated fair value. Fair values for debt
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64 securities are based upon quoted market prices, where available. If quoted market prices are not available, fair values are based upon quoted market prices
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Table of Contents 65 of comparable instruments, or a discounted cash flow model using market estimates of interest rates and volatility. Changes in estimated fair value of AFS securities, net of applicable income taxes, are reported in accumulated other comprehensive income (loss) as a separate component of shareholders’ equity unless deemed to have a credit loss as discussed below. Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. Premiums on callable debt securities are amortized to their earliest call date. Gains and losses on sales are recorded on the trade date and determined using the specific identification method. Gains and losses on the sale of securities are recognized at the trade date using the specific-identification method and are shown separately in the Consolidated Statements of Income. A debt security is placed on nonaccrual status at the time any principal or interest payments become 90 days delinquent. Interest accrued but not received for a security placed on non-accrual is reversed against interest income. The amount of accrued interest reversed against interest income totaled $603 thousand for the year ended December 31, 2024 there was no accrued interest for the year ended December 31, 2025. Allowance for Credit Loss on AFS Debt Securities: Credit quality of AFS debt securities is monitored through credit ratings from various rating agencies and substantial price changes. Credit ratings express opinions about the credit quality of a security and are utilized by us to make informed decisions. Securities are triggered for further review in the quarter if the security has significant fluctuations in ratings, drops below investment grade, or exhibits significant pricing changes. For securities without credit ratings, we utilize other financial information indicating the financial health of the underlying municipality, agency, or organization associated with the underlying security. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance on AFS debt securities is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. When assessing an AFS debt security for credit loss, securities with identical CUSIPs are pooled together to assess for impairment using the average cost basis. Any impairment that is non-credit related and has not been recorded through an allowance is recognized in other comprehensive income. A change in the allowance on AFS debt securities may be in full or a portion thereof, is recorded as expense (credit) within provision for credit losses on the consolidated statements of income. Losses are charged against the allowance when management believes an AFS debt security is uncollectible based on the above described analysis. Refer to Note 3 – Securities Available for Sale of the consolidated financial statements for further discussion. For available-for sale debt securities in an unrealized loss position, management first assesses whether it intends to sell, or it is more likely than not that it will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through Gain/loss on sale of investments. For available-for- sale debt securities that do not meet the aforementioned criteria, management evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the security structure, recent security collateral performance metrics, if applicable, external credit ratings, failure of the issuer to make scheduled interest or principal payments, judgement about and expectations on future performance and relevant industry research, analysis and forecasts. If this assessment indicates that a credit loss exists, the present value of the cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected from the security is less than the amortized cost basis of the security, a credit loss exists and an allowance for credit losses is recorded, limited by the amount that the fair value is less than the amortized cost basis. Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest receivable on available-for-sale debt securities totaled $3.2 million as of December 31, 2025 and $3.3 million as of December 31, 2024 and is excluded from the estimation of credit losses.
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Table of Contents Federal Home Loan Bank Stock (“FHLB”): The bank is a member of the Federal Home Loan Bank (“FHLB”) system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is a non-marketable restricted security and therefore is reported at cost, which generally equals par value. Shares held in excess of the minimum required by the FHLB are generally redeemable at par value. Dividends from FHLB stock are reported in interest and dividend income. FHLB stock is periodically evaluated for impairment based on the capital adequacy of the FHLB and its overall financial condition. Based on the capital adequacy, liquidity position and sustained profitability of the FHLB, there was no impairment related to the carrying amount of FHLB stock as of December 31, 2025 and 2024. Loans Held for Sale: Residential loans originated with the intent to be sold in the secondary market are accounted for at fair value. Fair value is primarily determined based on quoted prices for similar loans in active markets. Residential loans held for sale are generally sold with servicing rights retained. The carrying value of loans sold is reduced by the amount allocated to the servicing right. Gains and losses on sales of residential loans (sales proceeds minus carrying value) are recorded in non-interest income. The loan portfolio is consistently evaluated in conjunction with asset/liability management practices, and certain residential mortgage loans may be sold to manage interest rate exposure and for other business purposes, including generating fee income through mortgage sale gains. Loans: Loans held for investment are reported at amortized cost. Amortized cost is the principal balance outstanding net of the unamortized balance of any deferred fees or costs and the unamortized balance of any premiums or discounts on loans purchased or acquired. For originated loans, loan fees and certain direct origination costs are deferred and amortized into interest income over the contractual term of the loan using either the level-yield for loans with defined repayment terms, or straight-line method for open ended loans such as lines of credit. When a loan is paid off, the unamortized portion of deferred fees or costs are recognized in interest income. Interest income on originated loans is accrued based upon the daily principal amount outstanding except for loans on non-accrual status. For acquired loans, interest income is accrued based upon the daily principal amount outstanding and is then further adjusted by the accretion of any discount or amortization of any premium associated with the loan that was recognized based on the acquisition date fair value. When a loan is paid off, the unamortized portion of any premiums or discounts on loans are recognized in interest income. Purchase Credit Deteriorated (“PCD”) Loans: The Company has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. The company determines more than insignificant credit deterioration if loans are non-accruing, have an internal risk rating of criticized or worse, are more than 30 days past due at the purchase date or were previously categorized as PCD. PCD loans are recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans held for investment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through credit loss expense. Non-performing loans: Residential real estate and home equity loans are generally placed on non-accrual status when reaching 90 days past due, are in process of foreclosure, or sooner if considered appropriate by management. Consumer other loans are generally placed on non-accrual when reaching 90 days or more past due, or sooner if considered appropriate by management. Commercial real estate loans and commercial and industrial loans that are 90 days or more past due are generally placed on non-accrual status, unless secured by sufficient cash or other assets immediately convertible to cash, and the loan is in the process of collection. Commercial real estate and commercial and industrial loans may be placed on non-accrual status prior to the 90 days delinquency date if considered appropriate by management. When a loan has been placed on non-accrual status, previously accrued and uncollected interest is reversed against interest on the loan. The interest on non-accrual loans is accounted for using the cash-basis or cost- recovery method depending on corresponding credit risk, until qualifying for return to accrual status. A loan can be returned to accrual status when
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Table of Contents 67 collectability of principal is reasonably assured and the loan has performed for a period, generally a minimum of six months. Loan Modifications to Borrowers Experiencing Financial Difficulty: In January 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” which eliminated the accounting guidance for TDRs while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a prospective basis. Upon adoption of this guidance, we are no longer required to establish a specific reserve for modifications to borrowers experiencing financial difficulty. Instead, modified loans are generally included in their respective category and a historical loss rate is applied to the current loan balance to arrive at the quantitative baseline portion of the ACL. However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is uncertain, the loan remains on non-accrual status. Allowance for Credit Losses on Loans (“ACL”): The allowance for credit losses (the “allowance”) is a significant accounting estimate used in the preparation of the Company’s consolidated financial statements. The level of the allowance represents management’s estimate of expected credit losses over the expected life of the loans at the Consolidated Balance Sheets date. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the allowance when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged- off. The allowance is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis. The Company’s allowance for credit losses totaled $34.1 million as of December 31, 2025, which is primarily related to loans evaluated on a collective basis. The estimate of expected credit losses on collectively evaluated loans is based on relevant information about current conditions, past events, and reasonable and supportable forward-looking forecasts regarding collectability of the reported amounts. Management employs a process and methodology to estimate the allowance for credit losses (“ACL”) on collectively evaluated loans that evaluates both quantitative and qualitative components. The methodology for evaluating the quantitative component involves pooling loans into portfolio segments for loans that share similar risk characteristics. For all loan segments measured on a collective basis, the Company utilizes a discounted cash flow (“DCF”) methodology to estimate credit losses over the expected life of the loan. The DCF methodology applies the probability of default (“PD”) and the loss given default (“LGD”) assumptions over the remaining contractual life of the loan which is adjusted for prepayment speeds, curtailment rate and time to recovery assumptions to estimate a reserve for each loan. For all loan segments, the quantitative loss rates are supplemented by qualitative factors reflecting management’s view of how losses may vary from those represented by quantitative loss rates. Qualitative factors are applied to each portfolio segment to reflect management’s estimate of expected changes in current conditions at the balance sheet date relative to historical performance. The Company uses regression models to develop the PD and LGD assumptions, which are derived primarily from segment-specific selected peers. The loss rates are adjusted by an economic forecast over the reasonable and supportable forecast period after which time they revert back to the historical mean. Key economic indicators used in the model include unemployment rates, commercial real estate values, and housing prices. Management currently applies a two-quarter reasonable and supportable forecast period, followed by a six- quarter straight-line reversion to historical mean for each economic indicator. The combination of adjustments for credit expectations (PD and LGD) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Specific instrument effective yields are calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level Net Present Value (“NPV”). An allowance
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Table of Contents 68 is established for the difference between the instrument’s NPV and amortized cost basis. The allowance is also adjusted for current conditions through the use qualitative factors. The qualitative factors consider both relevant internal and external information in their application. Arriving at an appropriate level of allowance involves a high degree of judgment. There is a high degree of measurement uncertainty due to the volume of data inputs and assumptions needed to perform the quantitative calculation as well as management judgement in deriving qualitative factors. While management uses available information to recognize losses on loans, changing economic conditions and the economic prospects of the borrowers may necessitate future additions or reductions to the allowance. Individually Evaluated Loans: Loans that do not share risk characteristics with existing pools are evaluated on an individual basis. For loans that are individually evaluated and collateral dependent, financial loans where management has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and management expects repayment of the financial asset to be provided substantially through the sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral less estimated cost to sell and the amortized cost basis of the asset as of the measurement date. When repayment is expected to be from the operation of the collateral or going concern, the specific credit loss reserve is calculated as the amount by which the amortized cost basis of the financial asset exceeds the NPV from the operation of the collateral. Accrued Interest. Accrued interest receivable balances are presented within other assets on the Consolidated Balance Sheets. Allowance for off-balance sheet credit exposures: The exposure is a component of other liabilities in the Consolidated Balance Sheets and represents the estimate for probable credit losses inherent in unfunded commitments to extend credit. Unfunded commitments to extend credit include unused portions of lines of credit and standby and commercial letters of credit. The process used to determine the allowance for these exposures is consistent with the process for determining the allowance for loans, as adjusted for estimated funding probabilities or loan equivalency factors. A charge (credit) to provision for credit losses on the consolidated statements of income is made to account for the change in the allowance on off-balance sheet exposures between reporting periods. Concentrations of Business Risk: Most of the Company’s business activity is with customers located within Maine, New Hampshire and Vermont. Therefore, the Company’s exposure to credit risk is significantly affected by changes in the economy in the Northern New England area. Premises and Equipment: Land is carried at cost. Premises and equipment and related improvements are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the lesser of the lease term or estimated useful lives of related assets; generally five to 39 years for premises and three to eight years for furniture and equipment. Software costs are stated at cost less accumulated depreciation within other assets on the Consolidated Balance Sheets. Amortization expense on software is calculated using the straight-line method over the estimated useful lives of the related assets. Transfers of Financial Assets: Transfers of an entire financial asset, group of entire financial assets, or a participating interest in an entire financial asset are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from total Company assets, (2) the transferee obtains the right to pledge or exchange the transferred assets, and (3) effective control is not maintained over the transferred assets. Other Real Estate Owned: Other real estate owned consists of properties acquired through foreclosure proceedings or acceptance of a deed-in-lieu of foreclosure. These properties are recorded at fair value less estimated costs to sell the property. Initially at transfer if the recorded investment in the loan exceeds the property’s fair value at the time of acquisition, a charge-off is recorded against the allowance. If the fair value of the property initially at transfer exceeds the carrying amount of the loan, the excess is recorded either as a recovery to the allowance if a charge-off had previously been recorded, or as a gain on initial transfer in other non-interest income. Subsequent decreases in the property’s fair value and operating expenses of the property are recognized through charges to other non-interest expense. The fair value
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Table of Contents of the property acquired and ongoing valuation is based on third-party appraisals, broker price opinions, recent sales activity, or a combination thereof, subject to management judgment. Due to changing market conditions the amount ultimately realized on the other real estate owned may differ from the amounts reflected in the financial statements. There was no other real estate owned for the years ended December 31, 2025 and 2024. Goodwill: Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is assessed annually for impairment, and more frequently if events or changes in circumstances indicate that there may be an impairment. Adverse changes in the economic environment, declining operations, unanticipated competition, loss of key personnel, or other factors could result in a decline in the implied fair value of goodwill. Subsequent reversals of goodwill impairment are prohibited. Other Intangibles: Intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability. The fair values of these assets are generally determined based on appraisals and are subsequently amortized on a straight-line basis or an accelerated basis over their estimated lives. Management assesses the recoverability of these intangible assets at least annually or whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If the carrying amount exceeds fair value, an impairment charge is recorded to income. Bank-Owned Life Insurance: Bank-owned life insurance (“BOLI”) represents life insurance on the lives of certain current and retired employees who had provided positive consent allowing the Bank to be the beneficiary of such policies. Increases in the cash value of the policies, as well as insurance proceeds received in excess of the cash surrender value, are recorded in other non-interest income, and are not subject to income taxes. Capitalized Servicing Rights: Capitalized servicing rights are recognized as assets when residential loans are sold and the rights to service those loans are retained. Capitalized servicing rights are initially recorded at fair value. Fair values are established by using a discounted cash flow model to calculate the present value of estimated future net servicing income. Changes in the fair value of capitalized servicing rights are primarily due to changes in valuation inputs, assumptions, and the collection and realization of expected cash flows. However, these capitalized servicing rights are amortized in proportion to and over the period of estimated net servicing income, which includes prepayment assumptions. An impairment analysis is prepared on a quarterly basis by estimating the fair value of the capitalized servicing rights and comparing that value to the carrying amount. A valuation allowance is established when the carrying amount of these capitalized servicing rights exceeds fair value. The capitalized servicing rights are included in other assets on the Consolidated Balance Sheets. Derivative Financial Instruments: Derivative instruments are recognized on the Consolidated Balance Sheets at fair value. On the inception date, management designates whether the derivative is part of a hedging relationship (i.e., cash flow or fair value hedge). Management formally documents relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking hedge transactions. Both at the hedge’s inception and on an ongoing basis, management assesses whether the derivatives used in hedging transactions are highly effective in offsetting the changes in cash flows or fair values of hedged items. The fair value of the derivative is reflected on the Consolidated Balance Sheets in either other assets or liabilities. Changes in the fair value of derivative instruments that are highly effective and qualify as cash flow hedge are recorded in other comprehensive income (loss). Any ineffective portion is recorded in earnings. For fair value hedges that are highly effective, the gain or loss on the derivative and the loss or gain on the hedged item attributable to the hedged risk are both recognized in earnings, with the differences (if any) representing hedge ineffectiveness. Management discontinues hedge accounting when it is determined that the derivative is no longer highly effective in offsetting changes of the hedged risk on the hedged item, or determines that the designation of the derivative as a hedging instrument is no longer appropriate. Net cash settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense based on the item being hedged. Net cash settlements on derivatives that do not quality for hedge accounting are reporting
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Table of Contents in non-interest income. Cash flows on hedges are classified in the cash flow statement the same as cash flows of the items being hedged. Commitments to fund mortgage loans with borrowers (interest rate locks) and forward commitments for the future delivery of these mortgage loans for sale on the secondary market are classified as free standing derivatives. These derivatives are designed to hedge against inherent interest rate and pricing risk associated with selling loans. The commitments to lend generally terminate once the loan is funded, the lock period expires or the borrower decides not to contract for the loan. The forward commitments generally terminate once the loan is sold or the commitment period expires. These commitments are considered derivatives which are accounted for by recognizing their estimated fair value on the Consolidated Balance Sheets in either other assets or other liabilities. Senior and Subordinated Borrowings: Senior borrowings include retail and wholesale repurchase agreements, FHLB overnight, FHLB short-term and long-term advances, federal funds purchased, credit facilities, and line of credit advances. Subordinated borrowings consist of subordinated notes issued to investors. At times, posting of collateral is required for which, cash, loans and/or investment securities are used. Off-Balance Sheet Financial Instruments: Off-balance sheet financial instruments consist of commitments to extend credit, and unused or unfunded loan funds and letters of credit. These financial instruments are recorded in the consolidated financial statements when they are funded or related fees are incurred or received. Stock Based Compensation: Equity award plans include stock options, restricted stock awards restricted stock units and performance stock units, which are described more fully in Note 14 – Stock Based Compensation Plans of the Consolidated Financial Statements. Stock based compensation expenses are recognized for stock options and restricted awards based on the fair value of these awards as of the grant date. For restricted stock units and performance stock units the expense is recognized over the vesting periods of the grants. Treasury shares are used for issuing shares upon option exercises, restricted stock awards, restricted stock unit vesting and performance stock unit vesting. Employee Stock Purchase Plan: Compensation expense is recognized based on the difference between the market price and the discounted price of shares issued from participant enrollment over each six month enrollment period. Post-retirement Plans: Non-qualified supplemental retirement benefit payments are provided or promised to certain ex-employees and retired officers based on contractual agreements. This plan is described more fully in Note 9 – Employee Benefit Plans of the Consolidated Financial Statements. The plan agreements provide payments in installments over a period of years upon reaching a certain age, retirement or death. Benefit obligations are recognized as the net present value of payments associated with the agreements over the service periods of the participants. Compensation expense is recognized from these plans based on various actuarial assumptions regarding future experience under the plans, including discount rate, interest costs, the impact of changes in mortality rates on the benefit obligations and the expected return on plan assets. Pension Plan: The pension plan is an inherited, frozen, noncontributory, qualified, defined benefit plan for certain employees who met age and service requirements. This plan is described more fully in Note 9 – Employee Benefit Plans of the Consolidated Financial Statements. In order to measure the expense associated with the Plans, various assumptions are made including the discount rate, expected return on plan assets, anticipated mortality rates, and expected future healthcare costs. The assumptions are based on historical experience as well as current facts and circumstances. As of the measurement date December 31, 2025 and 2024, plan assets are determined based on fair value, generally representing observable market prices. The projected benefit obligation is primarily determined based on the present value of projected benefit distributions at an assumed discount rate. Net periodic pension benefit costs include interest costs based on an assumed discount rate, the expected return on plan assets based on actuarially derived market-related values, and the amortization of net actuarial losses. Differences between expected and actual results in each year are included in the net actuarial gain or loss amount, which is recognized in other comprehensive income. The net actuarial gain or loss in excess of a 10% corridor is amortized in net periodic benefit cost over the average remaining service period of active participants in the Plans. The prior service credit is amortized over the average remaining service period to full eligibility for participating employees expected to receive benefits.
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Table of Contents At the end of each year the Plans’ assets and obligations are examined to determine its funded status as of the end of the fiscal year and recognizes those changes in other comprehensive income, net of tax. The plans over or under funded status is recognized in the Consolidated Balance Sheets as an asset or liability, respectively. 401(k) Plan: The employer sponsored 401(k) plan to which participants may make contributions in the form of salary deferrals also provides participants with matching contributions in accordance with the terms of the plan. Contributions due under the terms of the defined contribution plans are accrued through compensation expense as earned by employees. Income Taxes: The company and its subsidiaries file a consolidated federal income tax return. Provision for income taxes is based on taxes currently payable or refundable as well as the deferred taxes that are based on temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. The asset and liability method of accounting for income taxes is utilized. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. If current available information indicates that it is more likely than not that deferred tax assets will not be realized, a valuation allowance is established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. Treasury Stock: Shares of the Company’s common stock that are repurchased are recorded in treasury stock at cost. On the date of subsequent re-issuance, the treasury stock account is reduced by the cost of such stock on an average cost basis. Earnings Per Share: Basic earnings per share excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in earnings, such as dilutive stock options. Revenue Recognition: Non-interest revenue is recognized in accordance with ASC 606, "Revenue from Contracts with Customers." ASC 606 requires a five step process: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) a performance obligation is satisfied. Revenue recognition under ASC 606 depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or service. See Note 16 – Revenue from Contracts with Customers of the Company’s Consolidated Financial Statements for additional information on revenue recognition. Wealth Management: Wealth management assets held in a fiduciary or agent capacity are not included in the accompanying Consolidated Balance Sheets because the ownership is held by customers. Trust and investment management fees are primarily comprised of fees earned from investment management, trust administration, tax return preparation, and financial planning. The performance obligation for revenue recognition is generally satisfied over time and the resulting in monthly fee income, based on the daily accrual of the market value of the investment accounts and the applicable fee rate. Marketing Costs: Marketing costs are expensed as incurred. Leases: Leases are classified as operating or finance leases at the lease commencement date. The Company records leases on the balance sheet in the form of a lease liability for the present value of future lease payments under the lease terms and
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Table of Contents 72 a right-of-use asset equal to the lease liability adjusted for items such as deferred or prepaid rent, lease incentives, and any impairment of the right-of-use asset. The discount rate used in determining the lease liability is based upon incremental borrowing rates the Company could obtain for similar loans as of the date of commencement or renewal. The Company does not record short term leases with an initial lease term of one year or less on the Consolidated Balance Sheets. At lease inception, the Company determines the lease term by considering the noncancelable lease term and all optional renewal periods that the Company is reasonably certain to renew. The lease term is also used to calculate straight-line lease expense. Leasehold improvements, except for those relating to leases between entities under common control, are amortized over the shorter of the useful life and the estimated lease term. Leasehold improvements relating to leases between entities under common control are amortized over the useful life of the improvements to the common control group. The Company’s leases do not contain residual value guarantees or material variable lease payments. Operating lease expense consists of a single lease cost allocated over the remaining lease term on a straight-line basis, variable lease expense, and any impairment of the right-of-use asset. Lease expense is included in occupancy and equipment expense on the Company's consolidated statements of income. The Company's variable lease expense includes rent escalators that are based on market conditions and include items such as common area maintenance, utilities, parking, property taxes, insurance and other costs associated with the lease. The amortization of the right-of-use asset arising from finance leases is expensed through occupancy and equipment expense and the interest on the related lease liability is expensed through interest expense on borrowings on the Company's consolidated statements of income. Dividend Restrictions: Banking regulations require maintaining certain capital levels and may limit the dividends paid by the bank to the holding company or by the holding company to shareholders Fair Value of Financial Instruments: The Company groups assets and liabilities that are 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. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2 - Valuation is based on observable inputs other than Level 1 prices, such as 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 assets or liabilities. 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 unobservable techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. Comprehensive Income: Comprehensive income represents the sum of net income and items of other comprehensive income or loss, which are reported directly in shareholders’ equity, net of tax, such as the change in net unrealized gain or loss on securities available for sale and changes in the funded position of the pension and postretirement benefit plans. Accumulated other comprehensive income or loss, which is a component of shareholders’ equity, represents the net unrealized gain or loss on securities available for sale, net of tax and the funded position in the Company’s pension plan and postretirement benefit plans, net of tax. Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Restriction on Cash: The Company is required to maintain reserve balances with the Federal Reserve Bank, there was no required reserve balance at December 31, 2025 or 2024. The nature of the Company’s business requires that it maintain amounts due from banks, which at times, may exceed federally insured limits. No losses have been experienced in those accounts.
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Table of Contents 73 Recent Accounting Pronouncements Standard Description Required Date of Adoption Effect on financial statements Standards Adopted in 2025 ASU 2023-09 Income Taxes(Topic 740): Improvementsto Income Tax Disclosures The amendments in this update require thatpublic business entities on an annual basis(1) disclose specific categories in the ratereconciliation and (2) provide additionalinformation for reconciling items that meeta quantitative threshold (if the effect ofthose reconciling items is equal to orgreater than 5 percent of the amountcomputed by multiplying pretax income[or loss] by the applicable statutory incometax rate). Annual periodsbeginning afterDecember 15,2024 and interimperiods beginningafter December 15,2025 Additional jurisdictionaldisclosures have been incorporatedprospectively in note 10 IncomeTaxes in the financial statements. ASU 2025-08 FinancialInstruments (Topic 326):Credit Losses The amendments in this Update expand the population of acquired financial assets subject to the gross-up approach in Topic 326. In accordance with the amendments in this Update, loans (excluding credit cards) acquired without credit deterioration and deemed “seasoned” (defined below) are purchased seasoned loans and accounted for using the gross-up approach at acquisition.Specifically, after an entity determines that a loan is a non-PCD asset based on its assessment of credit deterioration experienced since origination, the entity should apply the guidance described in the amendments to determine whether the loan is seasoned and, therefore, should be accounted for using the gross-up approach. All non-PCD loans (excluding credit cards) that are acquired in a business combination are deemed seasoned. Other non-PCD loans (excluding credit cards) are seasoned if they were purchased at least 90 days after origination and the acquirer was not involved in the origination of the loans. Annual periodsbeginning afterDecember 15,2026 and interimperiods withinthose reportingperiods This standard has been adoptedprospectively. 1 NOTE 2. ACQUISITION Guaranty Bancorp, Inc. On July 31, 2025, the Company completed its acquisition of Guaranty Bancorp, Inc. (“Guaranty”), the holding company of Woodsville Guaranty Savings Bank (“Woodsville”), a New Hampshire chartered bank with nine full-service branches located in New Hampshire. As a result of the transaction, Guaranty merged with and into Bar Harbor Bankshares, and Woodsville merged with and into Bar Harbor Bank & Trust. The acquisition expanded the Company’s presence in New Hampshire with the addition of 9 branches. On the acquisition date, each share of Guaranty’s common stock was converted into the right to receive 1.85 shares of the Company’s common stock, with cash paid in lieu of any fractional shares. The total consideration paid by the Company was $39.2 million, based on the Company’s July 31, 2025 (acquisition date) closing price of $29.04. In total the Company issued 1.4 million shares of its common stock, representing 9% of the Company’s outstanding shares of common stock at the time of issuance. The merger was accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. Under this method of accounting, the respective assets acquired and liabilities assumed were recorded at their estimated fair values. The excess of consideration paid over the estimated fair value of the net assets acquired totaled
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Table of Contents 74 $22.3 million and was recorded as goodwill. The results of Guaranty’s operations were included in the Company’s consolidated financial statements subsequent to the merger date. The Company’s calculation of goodwill is subject to change for up to one year after the closing date of the transaction as additional information relative to estimates becomes available. Consideration paid, and fair values of Guaranty’s assets acquired and liabilities assumed, along with the resulting goodwill, are summarized in the following table: Fair Value As Recorded(in thousands, except shares) As Acquired Adjustments at Acquisition Consideration paid: Bar Harbor Bankshares common stock issued to Guaranty Bancorp, Inc. stockholders (1,350,464 shares) $ 39,217 Cash paid for fractional shares 3 Total consideration paid 39,220 Recognized amounts of identifiable assets acquired and liabilities assumed, at fair value: Cash and cash equivalents $ 77,524 $ — $ 77,524 Investments 116,728 (1,124) (a) 115,604 Federal Home Loan Bank stock 4,370 — 4,370 Loans 446,990 (33,582) (b) 413,408 Premises and equipment 6,522 112 (c) 6,634 Core deposit intangible — 13,983 (d) 13,983 Bank-owned life insurance 11,816 — 11,816 Deferred taxes, net 6,377 4,988 (e) 11,365 Other assets 3,250 101 3,351 Deposits (530,871) (418) (f) (531,289) Borrowings (109,895) 673 (g) (109,222) Other liabilities (1,053) 387 (666) Total identifiable net assets $ 31,758 $ (14,880) $ 16,878 Goodwill $ 22,342 Explanation of Certain Fair Value Adjustments a. Represents the write down of the book value of investments to their estimated fair value at the date of acquisition. b. Represents the write down of the book value of loans to their estimated fair value. The acquired loan portfolio was divided into two segments: (1) purchase credit deteriorated (PCD) loans and (2) non- PCD loans. For the non-PCD portfolio the fair value was calculated using a discounted cash flow analysis. This analysis took into consideration the contractual terms of the loans and assumptions related to the credit risk, expected lifetime losses, discount rates, prepayment assumptions and other liquidity considerations to estimate projected cash flows. The fair value of PCD loans were calculated on an individual basis based on underlying collateral values and other factors. The adjustment also includes the reversal of Woodsville’s historic allowance for loan losses. c. Represents the adjustment of the book value of buildings and equipment, to their estimated fair value based on appraisals and other methods. The adjustments will be depreciated over the estimated economic lives of the assets. d. Represents the value of the core deposit base assumed in the acquisition. The core deposit asset was recorded as an identifiable intangible asset and will be amortized using a straight-line method over the average life of the deposit base, which is estimated to be ten years. e. Represents net deferred tax assets resulting from the fair value adjustments related to the acquired assets and liabilities, identifiable intangibles, and other purchase accounting adjustments. f. Represents adjustments made to time deposits due to the weighted average contractual interest rates compared to the cost of similar funding at the time of acquisition. The amount will be amortized using a straight-line method over the weighted average maturity bucket.
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Table of Contents 75 g. Represents the present value difference between cash flows of current debt instruments using contractual rates and those of similar borrowings on the date of acquisition. The adjustment will be amortized over the remaining contractual life. Direct acquisition and integration costs were expensed as incurred, and totaled $10.4 million during the twelve months ending December 31, 2025. Goodwill, which is not amortized for financial reporting purposes, is not deductible for tax purposes. The acquired loan portfolio was segmented into two segments: (1) PCD loans and (2) non-PCD loans. PCD Loans PCD loans were recorded at their amortized cost, less an allowance for credit losses on the Acquisition Date. There is no provision for credit loss expense recognized on PCD loans because the initial allowance is established by grossing-up the amortized cost of the PCD loans. The remaining difference between the net amortized cost basis and the allowance for credit losses and the fair value allocated to the loans on the date of acquisition is recognized as a non-credit-related discount that will be accreted into interest income over the life of the loans. Information about acquired purchase deteriorated loans is as follows: (in thousands) As of August 1, 2025 Unpaid principal balance of acquired PCD loans $ 11,222 Non-credit related discount (713) Allowance for credit losses on PCD loans (1,622) Fair value of acquired PCD loans 8,887 Pro Forma Information (unaudited) The following table presents selected unaudited pro forma financial information reflecting the acquisition of Guaranty assuming the acquisition was completed as of January 1, 2024. The unaudited pro forma financial information includes adjustments for scheduled amortization and accretion of fair value adjustments recorded at the acquisition. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the combined financial results of the Company and Guaranty had the transaction actually been completed at the beginning of the periods presented, nor does it indicate future results for any other interim or full-year period. Information for the year ended December 31, 2025 reflects the actual results of the Company excluding merger costs, provision for credit losses on non-PCD loans, and the benefit from a deferred tax rate change. Information for the year ended December 31, 2024, includes Guaranty’s calculated results for the year ended December 31, 2024 and reflect adjustments related to the amortization or accretion of purchase accounting fair value adjustments, merger and acquisition costs, provision for credit losses on non-PCD loans, and the benefit from a deferred tax rate change. The unaudited pro forma information below does not reflect management’s estimate of any revenue-enhancing opportunities or anticipated cost-savings. Twelve Months Ended December 31, (in thousands, except earnings per share) 2025 2024 Total revenue(1) $ 181,213 $ 178,115 Net income 50,978 55,363 (1) Total revenue is defined as the sum of net interest income plus non-interest income.
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Table of Contents NOTE 3. AVAILABLE-FOR-SALE DEBT SECURITIES The following is a summary of available-for-sale debt securities: Gross Gross Unrealized Unrealized (in thousands) Amortized Cost Gains Losses Fair Value Allowance December 31, 2025 Debt securities: Obligations of US Government- sponsored enterprises $ 1,113 $ 1 $ (12) $ 1,102 $ — Mortgage-backed securities and collateralized mortgage obligations: US Government-sponsored enterprises 268,976 2,734 (22,168) 249,542 — US Government agency 163,369 347 (9,816) 153,900 — Private label 11,793 — (794) 10,999 — Obligations of states and political subdivisions thereof 120,447 4 (15,912) 104,539 — Corporate bonds 79,255 233 (2,146) 77,342 — Total available-for-sale debt securities $ 644,953 $ 3,319 $ (50,848) $ 597,424 $ — Gross Gross Unrealized Unrealized (in thousands) Amortized Cost Gains Losses Fair Value Allowance December 31, 2024 Debt securities: Obligations of US Government- sponsored enterprises $ 1,344 $ — $ (26) $ 1,318 $ — Mortgage-backed securities and collateralized mortgage obligations: US Government-sponsored enterprises 208,818 22 (31,524) 177,316 — US Government agency 115,177 53 (11,314) 103,916 — Private label 40,633 25 (1,094) 39,564 — Obligations of states and political subdivisions thereof 116,421 5,564 (16,533) 105,452 — Corporate bonds 100,923 290 (7,761) 93,452 (568) Total available-for-sale debt securities $ 583,316 $ 5,954 $ (68,252) $ 521,018 $ (568) Included in mortgage-backed securities and collateralized mortgage obligations are securities backed by residential and commercial loans. Credit Quality Information We monitor the credit quality of available-for-sale debt securities through credit ratings from various rating agencies and substantial price changes. In an effort to make informed decisions, we utilize credit ratings that express opinions about the credit quality of a security. We review credit quality on a quarterly basis and securities are triggered for further review in the quarter if the security has significant fluctuations in ratings, drops below investment-grade, or significant pricing changes. For securities without credit ratings, we utilize other financial information indicating the financial health of the underlying municipality, agency, or organization associated with the underlying security. For the year ended 2025 there were no significant changes to the credit quality of the portfolio. Management recorded an allowance for credit losses on two corporate notes where there was a change in future estimated cash flows during the year ended December 31, 2024. A discounted cash flow approach was used to determine the amount of the allowance. The cash flows expected to be collected, after considering expected prepayments, are discounted at the original effective interest rate. The amount of the allowance is limited to the difference between the amortized cost basis
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Table of Contents 77 of the security and its estimated fair value. As of December 31, 2025 we have one nonaccrual corporate bond of $8.0 million written down by $5.8 million, of which $4.6 million is included in impairment losses on available-for-sale debt securities. The bond previously carried a $1.2 million allowance, which was charged- off through the allowance for credit losses on securities during the period ended June 30, 2025. The losses were included in net gain (loss) on available-for-sale debt securities in the consolidated statements of income. The Company had determined that it no longer intended to hold the security until recovery of the amortized cost basis. At December 31, 2024 we had $9.0 million of corporate bonds that we allocated $568 thousand in related allowance for credit losses. In the first quarter of 2025, a $1.0 million nonaccrual security matured and was transferred to a financing receivable non-cash asset. During the year, there were $571 thousand in write-offs recorded for the nonaccrual security. The table below presents a rollforward by major security type for the years ended December 31, 2025 and 2024 of the allowance for credit losses on available-for-sale debt securities held at period end: Year Ended December 31, Year Ended December 31,2025 2024 (in thousands) CorporateBonds Total CorporateBonds Total Beginning Balance $ 568 $ 568 $ — $ — Provision for credit losses on available-for-sale debt securities 636 636 1,171 1,171 Charge-offs (1,204) (1,204) (603) (603) Ending Balance $ — $ — $ 568 $ 568 We carried no allowance and there were no charge-offs on available-for-sale debt securities as of December 31, 2023. The amortized cost and estimated fair value of available-for-sale debt securities segregated by contractual maturity at December 31, 2025 are presented below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Securities not due at a single maturity date are shown separately. Available for sale (in thousands) Amortized Cost Fair Value Within 1 year $ 14,745 $ 14,488 Over 1 year to 5 years 35,600 35,254 Over 5 years to 10 years 37,189 35,487 Over 10 years 113,281 97,754 Total bonds and obligations 200,815 182,983 Mortgage-backed securities and collateralized mortgage obligations 444,138 414,441 Total available-for-sale debt securities $ 644,953 $ 597,424 The proceeds from sales, calls and maturities of available-for-sale debt securities, gross realized gains and losses for the years ended December 31, 2025, 2024 and 2023 are as follows: Year Ended December 31, (in thousands) 2025 2024 2023 Proceeds from sales $ 43,559 $ — $ — Proceeds from calls/paydowns 99,804 59,380 41,954 Proceeds from maturities — 3,011 195 Gross realized gains 247 50 34 Gross realized losses (434) — — Gross impairment losses (4,571) — — Accrued interest receivable on available-for-sale debt securities totaled $3.2 million at December 31, 2025 and $3.3 million at December 31, 2024, which is reported in other assets on the Consolidated Balance Sheets.
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Table of Contents The following tables summarize available-for-sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded at December 31, 2025 and 2024, aggregated by major security type and length of time in a continuous unrealized loss position: Less Than Twelve MonthsOver Twelve Months Total Gross Gross Gross Unrealized Fair Unrealized Fair Unrealized Fair (in thousands) Losses Value Losses Value Losses Value December 31, 2025 Debt securities: Obligations of US Government-sponsored enterprises $ — $ — $ 12 $ 413 $ 12 $ 413 Mortgage-backed securities and collateralized mortgage obligations: US Government-sponsored enterprises 7 1,241 22,161 150,629 22,168 151,870 US Government agency 970 39,343 8,846 72,849 9,816 112,192 Private label 1 2,000 793 8,984 794 10,984 Obligations of states and political subdivisions thereof — — 15,912 97,856 15,912 97,856 Corporate bonds 82 6,911 2,064 53,936 2,146 60,847 Total available-for-sale debt securities $ 1,060 $ 49,495 $ 49,788 $384,667 $ 50,848 $434,162 Less Than Twelve MonthsOver Twelve Months Total Gross Gross Gross Unrealized Fair Unrealized Fair Unrealized Fair (in thousands) Losses Value Losses Value Losses Value December 31, 2024 Debt securities: Obligations of US Government-sponsored enterprises $ 2 $ 707 $ 24 $ 611 $ 26 $ 1,318 Mortgage-backed securities and collateralized mortgage obligations: US Government-sponsored enterprises 109 8,003 31,415 165,116 31,524 173,119 US Government agency 817 35,174 10,497 60,789 11,314 95,963 Private label 1 948 1,093 19,839 1,094 20,787 Obligations of states and political subdivisions thereof 115 4,962 16,418 99,109 16,533 104,071 Corporate bonds 26 2,438 4,495 75,002 4,521 77,440 Total available-for-sale debt securities $ 1,070 $ 52,232 $ 63,942 $420,466 $ 65,012 $472,698
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Table of Contents 79 The following summarizes, by investment security type, the impact of securities in an unrealized loss position at December 31, 2025: Obligations of US Government-sponsored enterprises 6 out of the total 7 securities in our portfolio of AFS obligations of US Government-sponsored enterprises were in unrealized loss positions. Aggregate unrealized losses represented 2.93% of the amortized cost of securities in unrealized loss positions. The US Small Business Administration guarantees the contractual cash flows of all of our obligations of US Government-sponsored enterprises. The securities are investment-grade rated and there were no material underlying credit downgrades during the quarter. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during 2025. All securities are performing. US Government-sponsored enterprises 353 out of the total 508 securities in our portfolio of AFS US Government-sponsored enterprises were in unrealized loss positions. Aggregate unrealized losses represented 12.74% of the amortized cost of securities in unrealized loss positions. The Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation guarantee the contractual cash flows of all of our US Government-sponsored enterprises. The securities are investment grade rated and there were no material underlying credit downgrades during the year. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during 2025. All securities are performing. US Government agency 127 out of the total 170 securities in our portfolio of AFS US Government agency securities were in unrealized loss positions. Aggregate unrealized losses represented 8.05% of the amortized cost of securities in unrealized loss positions. The Government National Mortgage Association guarantees the contractual cash flows of all of our US government agency securities. The securities are rated investment grade and there were no material underlying credit downgrades during the year. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during 2025. All securities are performing. Private label 14 of the total 15 securities in our portfolio of AFS private label mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented 6.74% of the amortized cost of securities in unrealized loss positions. We expect to receive all of the future contractual cash flows related to the amortized cost on these securities. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during 2025. All securities are performing. Obligations of states and political subdivisions thereof 50 of the total 65 securities in our portfolio of AFS municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented 13.99% of the amortized cost of securities in unrealized loss positions. We continually monitor the municipal bond sector of the market carefully and periodically evaluate the appropriate level of exposure to the market. At this time, we believe (i) the bonds in this portfolio carry minimal risk of default and (ii) we are appropriately compensated for that risk. There were no material underlying credit downgrades during the year. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during 2025. All securities are performing.
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Table of Contents 80 Corporate bonds 20 of the total 30 securities in our portfolio of AFS corporate bonds were in an unrealized loss position. The aggregate unrealized loss represents 3.41% of the amortized cost of securities in unrealized loss positions. We review the financial strength of all of these bonds, and have concluded that the amortized cost remains supported by the expected future cash flows of these securities. The most recent review includes all bond issuers and their current credit ratings, financial performance and capitalization. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during 2025. All but the one corporate bond discussed above are performing. We expect to recover the amortized cost basis on all securities in our AFS portfolio. Furthermore, we do not intend to sell nor do we anticipate that we will be required to sell any securities in an unrealized loss position as of December 31, 2025, prior to this recovery. A summary of securities pledged as collateral for certain deposits and borrowing arrangements for the years ended December 31, 2025 and 2024 is as follows: December 31, 2025 December 31, 2024 Carrying Estimated Carrying Estimated(in thousands) Value Fair Value Value Fair Value Securities pledged for deposits $ 16,204 $ 14,475 $ 18,483 $ 15,821 Securities pledged for repurchase agreements 15,110 13,207 16,764 14,020 Securities pledged for borrowings (1) 14,831 14,515 35,819 30,634 Total securities pledged $ 46,145 $ 42,197 $ 71,066 $ 60,475 (1) The Bank pledged securities as collateral for certain borrowing arrangements with the Federal Home Loan Bank of Boston and Federal Reserve Bank of Boston. The following table summarizes the balance of available-for-sale debt securities at December 31, 2025 and 2024 that represent greater than 10% of shareholders’ equity: Years Ended December 31, 2025 2024 (in thousands) AmortizedCost Fair Value AmortizedCost Fair Value Federal National Mortgage Association $ 174,322 $ 161,700 $ 138,375 $ 118,106 Federal Home Loan Mortgage Corporation 94,654 87,842 70,443 59,210 Government National Mortgage Association 163,369 153,900 115,177 103,916 Obligations of states and political subdivisions thereof 120,447 104,539 116,421 105,452 Corporate Bonds 79,255 77,342 100,923 93,452
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Table of Contents 81 NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES We evaluate risk characteristics of loans based on regulatory call report code with segmentation based on the underlying collateral for certain loan types. The following is a summary of total loans by regulatory call report code segmentation based on underlying collateral for certain loan types: December 31, December 31, (in thousands) 2025 2024 Commercial construction $ 213,779 $ 131,617 Commercial real estate owner occupied 385,843 302,074 Commercial real estate non-owner occupied 1,450,597 1,358,903 Municipal and other 43,106 44,275 Commercial and industrial 315,370 319,766 Residential real estate 1,068,413 888,251 Home equity 114,484 94,141 Consumer other 14,267 8,069 Total loans 3,605,859 3,147,096 Allowance for credit losses 34,052 28,744 Net loans $ 3,571,807 $ 3,118,352 Total unamortized net costs and premiums included in loan totals were as follows: December 31, December 31, (in thousands) 2025 2024 Net unamortized loan origination costs $ 1,929 $ 1,982 Net unamortized fair value discount on acquired loans (36,739) (2,442) Total $ (34,810) $ (460) We exclude accrued interest receivable from the amortized cost basis of loans disclosed throughout this footnote. As of December 31, 2025 and 2024, accrued interest receivable for loans totaled $11.5 million and $10.5 million, respectively, and is included in the “other assets” line item on the Company’s Consolidated Balance Sheets. Characteristics of each loan portfolio segment are as follows: Commercial construction - Loans in this segment primarily include raw land, land development and construction of commercial and multifamily residential properties. Collateral values are determined based upon appraisals and evaluations of the completed structure in accordance with established policy guidelines. Maximum loan-to-value ratios at origination are governed by established policy guidelines that are more restrictive than on stabilized commercial real estate transactions. Construction loans are primarily paid by the cash flow generated from the completed structure, such as operating leases, rents, or other operating cash flows from the borrower. Commercial real estate owner occupied and non-owner occupied - Loans in these segments are primarily owner-occupied or income-producing properties. Loans to Real Estate Investment Trusts and unsecured loans to developers that closely correlate to the inherent risk in commercial real estate markets are also included. Commercial real estate loans are typically written with amortizing payment structures. Collateral values are determined based upon appraisals and evaluations in accordance with established policy guidelines. Maximum loan-to-value ratios at origination are governed by established policy and regulatory guidelines. Commercial real estate loans are primarily paid by the cash flow generated from the real property, such as operating leases, rents, or other operating cash flows from the borrower. Municipal and other - Loans in this segment primarily include loans to various state and municipal government entities. Loans made to these borrowers may provide us with tax-exempt income. While governed and underwritten similar to commercial loans they do have unique requirements based on established polices. Almost all state and municipal loans are considered a general obligation of the issuing entity. Given the size of many municipal borrowers, borrowings are normally not rated by major rating agencies. Municipal loans are primarily repaid by taxes collected by the municipality.
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Table of Contents 82 Commercial and industrial loans - Loans consist of revolving and term loan obligations extended to business and corporate enterprises for the purpose of financing working capital and/or capital investment in this segment. Generally loans are secured by assets of the business such as accounts receivable, inventory, marketable securities, other liquid collateral, equipment and other business assets. Some loans in this category may be unsecured or guaranteed by government agencies such as the U.S. Small Business Administration. Loans are primarily paid by the operating cash flows of the borrower. Residential real estate - All loans in this segment are collateralized by one-to-four family homes. Residential real estate loans held in the loan portfolio are made to borrowers who demonstrate the ability to make scheduled payments with full consideration to various underwriting factors. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios within established policy guidelines. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Home equity - All loans and lines of credit are made to qualified individuals and are secured by senior or junior mortgage liens on owner-occupied one- to four-family homes, condominiums, or vacation homes. The home equity loan has a fixed rate and is billed as equal payments comprised of principal and interest. The home equity line of credit has a variable rate and is billed as interest-only payments during the draw period. At the end of the draw period, the home equity line of credit is billed as a percentage of the principal balance plus all accrued interest. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios within established policy guidelines. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Consumer other - Loans in this segment include personal lines of credit and amortizing loans made to qualified individuals for various purposes such as auto loans, recreational equipment, overdraft protection or other consumer loans. Borrower qualifications include favorable credit history combined with supportive income and collateral requirements within established policy guidelines, as applicable. Consumer loans may be secured or unsecured. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels. Allowance for Credit Losses The Allowance for Credit Losses (“ACL”) is comprised of the allowance for loan losses and the allowance for unfunded commitments which is accounted for as a separate liability in other liabilities on our Consolidated Balance Sheets. The level of the ACL represents management’s estimate of expected credit losses over the expected life of the loans at the Consolidated Balance Sheets date. The ACL is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the allowance when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged off. The ACL is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis, generally larger non-accruing commercial loans.
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Table of Contents 83 The activity in the allowance for credit losses for the periods ended are as follows: At or for the Year Ended December 31, 2025 Balance atBeginning of Acquired PCD Provision/ Balance at(in thousands) Period Charge Offs Recoveries Loans(1) (Credit) End of Period Commercial construction $ 2,096 $ — $ — $ — $ 2,275 $ 4,371 Commercial real estate owner occupied 2,794 — — 76 1,175 4,045 Commercial real estate non-owner occupied 11,104 — — 301 1,432 12,837 Municipal and other 128 — — — (9) 119 Commercial and industrial 5,064 (737) 17 1,174 (140) 5,378 Residential real estate 6,732 — 36 53 (471) 6,350 Home equity 741 — 12 2 59 814 Consumer other 85 (284) 6 16 315 138 Total $ 28,744 $ (1,021) $ 71 $ 1,622 $ 4,636 $ 34,052 (1) Upon acquisition of Woodsville the Company designated certain acquired loans with an unpaid principal balance of $11.2 million as PCD loans. Refer to Note 2 for further discussion of the Company's designation of PCD loans. At or for the Year Ended December 31, 2024 Balance atBeginning of Provision/ Balance at(in thousands) Period Charge Offs Recoveries (Credit) End of Period Commercial construction $ 4,261 $ — $ — $ (2,165) $ 2,096 Commercial real estate owner occupied 2,863 (3) — (66) 2,794 Commercial real estate non-owner occupied 9,443 — — 1,661 11,104 Municipal and other 119 — — 9 128 Commercial and industrial 3,259 (187) 29 1,963 5,064 Residential real estate 7,352 — 15 (635) 6,732 Home equity 767 — 11 (37) 741 Consumer other 78 (277) 59 225 85 Total $ 28,142 $ (467) $ 114 $ 955 $ 28,744 At or for the Year Ended December 31, 2023 Balance atBeginning of Provision/ Balance at(in thousands) Period Charge Offs Recoveries (Credit) End of Period Commercial construction $ 2,579 $ — $ — $ 1,682 $ 4,261 Commercial real estate owner occupied 2,189 — 142 532 2,863 Commercial real estate non-owner occupied 9,341 — — 102 9,443 Municipal and other 93 — — 26 119 Commercial and industrial 3,493 (664) 149 281 3,259 Residential real estate 7,274 (8) 31 55 7,352 Home equity 811 (12) 6 (38) 767 Consumer other 80 (289) 19 268 78 Total $ 25,860 $ (973) $ 347 $ 2,908 $ 28,142
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Table of Contents 84 Unfunded Commitments The allowance for credit losses on unfunded commitments is recognized as a liability (other liabilities on the Consolidated Balance Sheets), with adjustments to the reserve recognized in other non-interest expense in the Consolidated Statements of Income. The activity in the allowance for credit losses on unfunded commitments for the periods ended was as follows: At or for the Years Ended December 31, (in thousands) 2025 2024 2023 Beginning Balance $ 3,049 $ 3,825 $ 3,910 Provision (credit) for credit losses 796 (776) (85) Ending Balance $ 3,845 $ 3,049 $ 3,825 Credit Quality Indicators: In monitoring the credit quality of the portfolio, management applies a credit quality indicator and uses an internal risk rating system to categorize commercial loans. These credit quality indicators range from one through nine, with a higher number correlating to increasing risk of loss. Consistent with regulatory guidelines, the Company provides for the classification of loans which are considered to be of lesser quality as special mention, substandard, doubtful, or loss (i.e. risk-rated 6, 7, 8 and 9, respectively). The following are the definitions of our credit quality indicators: Pass: Loans we consider in the commercial portfolio segments that are not adversely rated, are contractually current as to principal and interest, and are otherwise in compliance with the contractual terms of the loan agreement. Management believes there is a low risk of loss related to these loans considered pass-rated. Special Mention: Loans considered having some potential weaknesses, but are deemed to not carry levels of risk inherent in one of the subsequent categories, are designated as special mention. A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. This might include loans that may require a higher level of supervision or internal reporting because of: (i) declining industry trends; (ii) increasing reliance on secondary sources of repayment; (iii) the poor condition of or lack of control over collateral; or (iv) failure to obtain proper documentation or any other deviations from prudent lending practices. Economic or market conditions which may, in the future, affect the obligor may warrant special mention of the asset. Loans for which an adverse trend in the borrower's operations or an imbalanced position in the balance sheet which has not reached a point where the liquidation is jeopardized may be included in this classification. Special mention loans are not adversely classified and do not expose us to sufficient risks to warrant classification. Substandard: Loans we consider as substandard are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard loans have a well-defined weakness that jeopardizes liquidation of the debt. Substandard loans include those loans where there is the distinct possibility of some loss of principal, if the deficiencies are not corrected. Doubtful: Loans we consider as doubtful have all of the weaknesses inherent in those loans that are classified as substandard. These loans have the added characteristic of a well-defined weakness which is inadequately protected by the current sound worth and paying capacity of borrower or of the collateral pledged, if any, and calls into question the collectability of the full balance of the loan. The possibility of loss is high but because of certain important and reasonably specific pending factors, which may work to the advantage and strengthening of the loan, its classification as loss is deferred until its more exact status is determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans. The entire amount of the loan might not be classified as doubtful when collection of a specific portion appears highly probable. Loans are generally not classified doubtful for an extended period of time (i.e., over a year). Loss: Loans we consider as losses are those considered uncollectible and of such little value that their continuance as an asset is not warranted and the uncollectible amounts are charged-off. This classification does not mean the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this worthless asset
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Table of Contents 85 even though partial recovery may be affected in the future. Losses are taken in the period in which they are determined to be uncollectible. Residential real estate, home equity and consumer loans are not individually risk rated, but rather analyzed as groups taking into account delinquency rates and other economic conditions which may affect the ability of borrowers to meet debt service requirements. Performing loans include loans that are current and loans that are past due less than 90 days. Non-performing loans include loans that are past due over 90 days and non- accrual loans. The following tables presents our loans by year of origination, loan segmentation and risk indicator as of December 31, 2025 and 2024: (in thousands) 2025 2024 2023 2022 2021 Prior Total Commercial construction Risk rating: Pass $ 62,267 $ 62,422 $ 43,824 $ 22,609 $ 2,373 $ 5,819 $ 199,314Special mention — 14,434 — — — — 14,434Substandard — — — — — 31 31Total $ 62,267 $ 76,856 $ 43,824 $ 22,609 $ 2,373 $ 5,850 $ 213,779Current period gross write-offs — — — — — — — Commercial real estate owner occupied Risk rating: Pass $ 60,013 $ 37,785 $ 47,601 $ 74,993 $ 31,512 $115,774 $ 367,678Special mention — — 878 596 13,377 1,329 16,180Substandard — — — — — 1,895 1,895Doubtful — — — — — 90 90Total $ 60,013 $ 37,785 $ 48,479 $ 75,589 $ 44,889 $119,088 $ 385,843Current period gross write-offs — — — — — — — Commercial real estate non-owneroccupied Risk rating: Pass $234,960 $ 78,781 $ 56,134 $329,779 $188,810 $420,958 $1,309,422Special mention — 25,392 — 32,650 21,930 25,313 105,285Substandard — — 7,596 — — 28,294 35,890Doubtful — — — — — — —Total $234,960 $104,173 $ 63,730 $362,429 $210,740 $474,565 $1,450,597Current period gross write-offs — — — — — — — Municipal and other Risk rating: Pass $ 7,824 $ 2,852 $ 4,629 $ 6,030 $ 918 $ 20,853 $ 43,106Special mention — — — — — — —Substandard — — — — — — —Total $ 7,824 $ 2,852 $ 4,629 $ 6,030 $ 918 $ 20,853 $ 43,106Current period gross write-offs — — — — — — — Commercial and industrial Risk rating: Pass $ 54,711 $ 67,007 $ 45,202 $ 41,687 $ 9,046 $ 88,496 $ 306,149Special mention 127 104 1,366 1,766 431 1,108 4,902Substandard 70 581 56 395 395 2,576 4,073Doubtful — — — 85 5 156 246Total $ 54,908 $ 67,692 $ 46,624 $ 43,933 $ 9,877 $ 92,336 $ 315,370Current period gross write-offs — 86 — — 25 626 737 (continued)
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Table of Contents 86 (in thousands) 2025 2024 2023 2022 2021 Prior Total Residential real estate Performing $ 45,303 $ 47,589 $ 76,856 $211,153 $187,848 $ 491,752 $1,060,501Nonperforming — — 1,279 1,289 1,229 4,115 7,912Total $ 45,303 $ 47,589 $ 78,135 $212,442 $189,077 $ 495,867 $1,068,413Current period gross write-offs — — — — — — — Home equity Performing $ 20,279 $ 22,933 $ 15,121 $ 12,304 $ 6,672 $ 35,992 $ 113,301Nonperforming — — 99 227 89 768 1,183Total $ 20,279 $ 22,933 $ 15,220 $ 12,531 $ 6,761 $ 36,760 $ 114,484Current period gross write-offs — — — — — — — Consumer other Performing $ 6,764 $ 2,538 $ 2,848 $ 971 $ 328 $ 742 $ 14,191Nonperforming 46 11 17 — — 2 76Total $ 6,810 $ 2,549 $ 2,865 $ 971 $ 328 $ 744 $ 14,267Current period gross write-offs — 26 27 16 4 211 284 Total Loans $492,364 $362,429 $303,506 $736,534 $464,963 $1,246,063 $3,605,859 (in thousands) 2024 2023 2022 2021 2020 Prior Total Commercial construction Risk rating: Pass $ 34,320 $ 27,251 $ 55,825 $ 771 $ 4,404 $ 9,046 $ 131,617Special mention — — — — — — —Substandard — — — — — — — Total $ 34,320 $ 27,251 $ 55,825 $ 771 $ 4,404 $ 9,046 $ 131,617 Current period gross write-offs — — — — — — — Commercial real estate owner occupied Risk rating: Pass $ 42,705 $ 46,869 $ 60,102 $ 29,808 $ 20,761 $ 96,123 $ 296,368Special mention — 128 — — — 2,070 2,198Substandard — — — — — 3,442 3,442Doubtful — — — — — 66 66 Total $ 42,705 $ 46,997 $ 60,102 $ 29,808 $ 20,761 $101,701 $ 302,074 Current period gross write-offs — — — — — 3 3 Commercial real estate non-owneroccupied Risk rating: Pass $142,348 $ 47,986 $405,235 $234,520 $156,873 $295,646 $1,282,608Special mention — — — 20,446 3,913 26,969 51,328Substandard — 7,702 — — — 17,265 24,967Doubtful — — — — — — — Total $142,348 $ 55,688 $405,235 $254,966 $160,786 $339,880 $1,358,903 Current period gross write-offs — — — — — — — Municipal and other Risk rating: Pass $ 11,026 $ 2,669 $ 6,283 $ 602 $ 178 $ 23,517 $ 44,275Special mention — — — — — — —Substandard — — — — — — — Total $ 11,026 $ 2,669 $ 6,283 $ 602 $ 178 $ 23,517 $ 44,275 Current period gross write-offs — — — — — — — Commercial and industrial Risk rating: Pass $ 79,211 $ 62,047 $ 47,739 $ 12,154 $ 32,239 $ 65,002 $ 298,392Special mention 9 14,878 1,266 834 60 632 17,679Substandard 128 72 408 221 — 2,866 3,695Doubtful — — — — — — — Total $ 79,348 $ 76,997 $ 49,413 $ 13,209 $ 32,299 $ 68,500 $ 319,766 Current period gross write-offs — 48 28 62 18 31 187 (continued)
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Table of Contents 87 (in thousands) 2024 2023 2022 2021 2020 Prior Total Residential real estatePerforming $ 35,872 $ 67,708 $174,677 $154,229 $ 89,752 $362,421 $ 884,659Nonperforming — 194 458 — — 2,940 3,592Total $ 35,872 $ 67,902 $175,135 $154,229 $ 89,752 $365,361 $ 888,251Current period gross write-offs — — — — — — — Home equity Performing $ 19,175 $ 15,762 $ 12,515 $ 6,648 $ 5,536 $ 33,238 $ 92,874Nonperforming — — 198 53 — 1,016 1,267Total $ 19,175 $ 15,762 $ 12,713 $ 6,701 $ 5,536 $ 34,254 $ 94,141Current period gross write-offs — — — — — — — Consumer other Performing $ 4,432 $ 1,644 $ 870 $ 276 $ 108 $ 715 $ 8,045Nonperforming — 8 — 1 — 15 24Total $ 4,432 $ 1,652 $ 870 $ 277 $ 108 $ 730 $ 8,069Current period gross write-offs — 59 12 — 2 204 277 Total Loans $369,226 $294,918 $765,576 $460,563 $313,824 $942,989 $3,147,096 Past Due Loans The following is a summary of past due loans for the periods ended: December 31, 2025 (in thousands) 30-59 60-89 90+ Total Past Due Current Total Loans Commercial construction $ 162 $ — $ — $ 162 $ 213,617 $ 213,779 Commercial real estate owner occupied 641 — 723 1,364 384,479 385,843 Commercial real estate non-owner occupied — — 122 122 1,450,475 1,450,597 Municipal and other — — — — 43,106 43,106 Commercial and industrial 899 26 893 1,818 313,552 315,370 Residential real estate 9,162 1,190 4,640 14,992 1,053,421 1,068,413 Home equity 876 549 476 1,901 112,583 114,484 Consumer other 33 45 51 129 14,138 14,267 Total $11,773 $1,810 $6,905 $ 20,488 $3,585,371 $3,605,859 December 31, 2024 (in thousands) 30-59 60-89 90+ Total Past Due Current Total Loans Commercial construction $ — $ — $ — $ — $ 131,617 $ 131,617 Commercial real estate owner occupied — — 6 6 302,068 302,074 Commercial real estate non-owner occupied 184 — 93 277 1,358,626 1,358,903 Municipal and other — — — — 44,275 44,275 Commercial and industrial 428 227 578 1,233 318,533 319,766 Residential real estate 14,076 2,426 663 17,165 871,086 888,251 Home equity 963 441 193 1,597 92,544 94,141 Consumer other 35 20 1 56 8,013 8,069 Total $15,686 $3,114 $1,534 $ 20,334 $3,126,762 $3,147,096
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Table of Contents 88 Non-Accrual Loans The following is a summary of non-accrual loans for the periods ended: December 31, 2025 Nonaccrual With No 90+ Days Past(in thousands) Nonaccrual Related Allowance Due and Accruing Commercial construction $ 31 $ — $ — Commercial real estate owner occupied 829 237 — Commercial real estate non-owner occupied 184 — — Municipal and other — — — Commercial and industrial 1,371 141 — Residential real estate 7,912 1,044 — Home equity 1,183 1 — Consumer other 76 4 — Total $ 11,586 $ 1,427 $ — December 31, 2024 Nonaccrual With No 90+ Days Past(in thousands) Nonaccrual Related Allowance Due and Accruing Commercial construction $ — $ — $ — Commercial real estate owner occupied 736 671 — Commercial real estate non-owner occupied 277 184 — Municipal and other — — — Commercial and industrial 1,099 295 — Residential real estate 3,591 898 — Home equity 1,267 1 2 Consumer other 24 1 — Total $ 6,994 $ 2,050 $ 2 Our policy is to reverse previously recorded interest income when a loan is placed on non-accrual, as such, the Company did not record any interest income on its non-accrual for the year ended December 31, 2025 and 2024. Collateral Dependent Loans Loans that do not share risk characteristics are evaluated on an individual basis. For loans that are individually evaluated and collateral dependent, financial loans where we have determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and we expect repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date. December 31, 2025 December 31, 2024 (in thousands) Real Estate Other Real Estate Other Commercial construction $ — $ — $ — $ — Commercial real estate owner occupied 378 — 736 — Commercial real estate non-owner occupied 1,985 — 277 — Municipal and other — — — — Commercial and industrial — 2,410 1,099 — Residential real estate 318 — 3,591 — Home equity 119 — 1,267 — Consumer other — — 24 — Total $ 2,800 $ 2,410 $ 6,994 $ —
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Table of Contents 89 Loan Modifications to Borrowers Experiencing Financial Difficulty In January 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” which eliminated the accounting guidance for TDRs while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a prospective basis. Upon adoption of this guidance, we are no longer required to establish a specific reserve for modifications to borrowers experiencing financial difficulty. Instead, these modifications are included in their respective category and a historical loss rate is applied to the current loan balance to arrive at the quantitative baseline portion of the ACL. These modifications typically result from loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions. The following table presents the amortized cost basis of loans that were both experiencing financial difficulty and modified during the twelve months ended December 31, 2025 and 2024, by class and by type of modification. (in thousands) PrincipalForgiveness PaymentDelay TermExtension InterestRateReduction CombinationInterest RateReductionand TermExtension % of TotalClass ofLoans Twelve Months Ended December 31, 2025 Commercial construction $ — $ — $ — $ — $ — —% Commercial real estate owner occupied — — — — — — Commercial real estate non-owner occupied — — 11,512 — — 0.79 Municipal and other — — — — — — Commercial and industrial — — 270 — — 0.09 Residential real estate — — — — — — Home equity — — — — — — Consumer other — — — — — — Total $ — $ — $11,782 $ — $ — 0.33% (in thousands) PrincipalForgiveness PaymentDelay TermExtension InterestRateReduction CombinationInterest RateReductionand TermExtension % of TotalClass ofLoans Twelve Months Ended December 31, 2024 Commercial construction $ — $ — $ — $ — $ — —% Commercial real estate owner occupied — — — — — — Commercial real estate non-owner occupied — — — — — — Municipal and other — — — — — — Commercial and industrial — — 9 — — 0.00 Residential real estate — 70 30 — 72 0.02 Home equity — — — — — — Consumer other — — — — — — Total $ — $ 70 $ 39 $ — $ 72 0.01%
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Table of Contents 90 The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the twelve months ended December 31, 2025 and 2024. Weighted-Average Monthsof Payment Delay Weighted-Average Monthsof TermExtension Weighted-AverageInterest RateReduction Twelve Months Ended December 31, 2025 Commercial construction — — — % Commercial real estate owner occupied — — — Commercial real estate non-owner occupied — 8 — Municipal and other — — — Commercial and industrial — 29 — Residential real estate — — — Home equity — — — Consumer other — — — Weighted-Average Monthsof Payment Delay Weighted-Average Monthsof TermExtension Weighted-AverageInterest RateReduction Twelve Months Ended December 31, 2024 Commercial construction — — — % Commercial real estate owner occupied — — — Commercial real estate non-owner occupied — — — Municipal and other — — — Commercial and industrial — 58 — Residential real estate 3 61 1.25 Home equity — — — Consumer other — — — As of December 31, 2025 the Bank had no loans that were modified during the current period that defaulted within 12 months of the modification date. Foreclosure Residential mortgage loans collateralized by real estate that are in the process of foreclosure as of December 31, 2025 and December 31, 2024 totaled $171 thousand and $83 thousand, respectively. Loans to Related Parties In the ordinary course of business, the Bank has made loans at prevailing rates and terms to directors, officers and other related parties. In management’s opinion, such loans do not present more than the normal risk of collectability or incorporate other unfavorable features, and were made under terms that are consistent with the Bank’s lending policies. Loan to related parties at December 31, 2025 and December 31, 2024 are summarized below: (in thousands) 2025 2024 Beginning balance $ 2,555 $ 4,045 Changes in composition(1) 176 — New loans — 35 Additional draw on line of credit 483 — Less: repayments (460) (1,525) Ending balance $ 2,754 $ 2,555
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Table of Contents 91 (1) Adjustments to reflect changes in status of directors and officers for each year presented. Mortgage Banking Loans sold For the years ended December 31, 2025, 2024 and 2023, we sold $53.3 million, $54.9 million, and $38.8 million respectively, of residential mortgage loans on the secondary market, which resulted in a net gain on sale of loans (net of costs, including direct and indirect origination costs) of $724 thousand, $663 thousand, and $192 thousand respectively. Loans Held for Sale We had $5.3 million of loans held for sale as of December 31, 2025, and $1.2 million as of December 31, 2024. Loans held for sale at December 31, 2025 and 2024 had an unpaid principal balance of $5.2 million and $1.2 million, respectively. As of December 31, 2025 and 2024 no loans classified as held for sale were over 90 days past due. The interest rate exposure on loans held for sale is mitigated through forward delivery commitments with certain approved secondary market investors. Forward sale commitments had a notional amount of $5.2 million at December 31, 2025, and $4.8 million at December 31, 2024. Refer to Note 11 for further discussion of forward delivery commitments. Servicing Assets The Bank sells loans in the secondary market and retains the ability to service many of these loans. The Bank earns fees for the servicing provided. At year end 2025 and 2024, the Bank was servicing loans for participants totaling $609.9 million and $591.8 million, respectively. Loans serviced for others are not included in the accompanying Consolidated Balance Sheets. The risks inherent in servicing assets relate primarily to changes in prepayments that result from shifts in interest rates. Contractually-specified servicing fees were $1.5 million for the year ended 2025 and $2.1 million for the year ended 2024 and $1.6 million for the year end 2023, and are included as a component of other income within non-interest income. Servicing rights activity during 2025 and 2024, included in other assets, was as follows: At or for the Twelve Months EndedDecember 31, (in thousands) 2025 2024 Balance at beginning of year $ 3,089 $ 3,161 Acquired 472 — Additions 412 530 Amortization (652) (602) Balance at end of year $ 3,321 $ 3,089 NOTE 5. PREMISES AND EQUIPMENT Premises and equipment at December 31, 2025 and December 31, 2024 are summarized as follows: Estimated Useful (in thousands, except years) 2025 2024 Life Land $ 5,989 $ 4,807 N/A Buildings and improvements 65,597 59,860 5-39 years Furniture and equipment 22,852 19,590 3-8 years Premises and equipment, gross 94,438 84,257 Accumulated depreciation (36,250) (33,020) Premises and equipment, net $ 58,188 $ 51,237 Depreciation expense for the year ended December 31, 2025 amounted to $4.3 million, and was $4.2 million for the years ended December 31, 2024 and 2023.
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Table of Contents 92 There were no premises held for sale for the year ended December 31, 2025. Premises held for sale for the years ended December 31, 2024, and 2023 were $419 thousand and $1.2 million, respectively, and are included in other assets. We measure premises held for sale at the lower of amortized cost or estimated fair value less anticipated selling costs. We sold $406 thousand of premises held for sale in 2025 resulting in a gain on sale of $189 thousand which is included in the gain on premises and equipment, net. We sold $903 thousand of premises held for sale in 2024 that resulted in a gain of $232 thousand, which is included in the gain on premises and equipment, net. We did not sell any premises held for sale in 2023. There were no impairment charges recognized in 2025, 2024 and 2023. NOTE 6. GOODWILL AND OTHER INTANGIBLES The activity impacting goodwill in 2025 and 2024 is as follows: (in thousands) December 31, 2025 December 31, 2024 Balance at beginning of year $ 119,477 $ 119,477 Acquisition (1) 22,342 — Balance at end of year $ 141,819 $ 119,477 (1) In the third quarter 2025, the Company completed its acquisition of Woodsville and recorded $22.3 million in goodwill. Refer to Note 2 for further details. Impairment exists when a reporting unit’s carrying amount exceeds its fair value. In accordance with ASC 350-20, the Company elected to perform a qualitative assessment as of December 31, 2025, to determine whether it was more likely than not that the fair value of the reporting unit exceeded its carrying amount, including goodwill. In making this determination, management evaluated relevant events and circumstances, including macroeconomic conditions, industry and market considerations, financial performance trends, and other entity-specific factors. The qualitative assessment indicated that it was more likely than not that the fair value of the reporting unit exceeded its carrying value, resulting in no impairment. No goodwill impairment was recognized for the years ended 2025, 2024, 2023. The components of other intangible assets in 2025 and 2024 are as follows: December 31, 2025 Gross Accumulated Net Intangible(in thousands) Intangible Assets Amortization Assets Core deposit intangible (non-maturity deposits) (1) $ 22,691 $ (6,969) $ 15,722 Customer list and other intangibles 2,120 (1,435) 685 Total $ 24,811 $ (8,404) $ 16,407 (1) In the third quarter 2025, the Company completed its acquisition of Woodsville and recorded $14.0 million in CDI assets that will amortize over a 10 year period. Refer to Note 2 for further details. December 31, 2024 Gross Accumulated Net Intangible(in thousands) Intangible Assets Amortization Assets Core deposit intangible (non-maturity deposits) $ 9,483 $ (6,423) $ 3,060 Customer list and other intangibles 2,118 (1,240) 878 Total $ 11,601 $ (7,663) $ 3,938 Other intangible assets are amortized on a straight-line basis over their estimated lives, which range from five years to 11 years. Amortization expenses related to intangibles totaled $1.5 million in 2025, $932 thousand in 2024 and $932 thousand in 2023.
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Table of Contents 93 The estimated aggregate future amortization expense for other intangible assets remaining at year end 2025 is as follows: Other Intangible(in thousands) Assets 2026 $ 2,330 2027 2,330 2028 2,357 2029 1,583 2030 1,398 2031 and thereafter 6,409 Total $ 16,407 NOTE 7. DEPOSITS A summary of time deposits at December 31, 2025 and December 31, 2024 are as follows: (in thousands) December 31, 2025 December 31, 2024 Time less than $100,000 $ 384,042 $ 439,648 Time $100,000 through $250,000 298,447 203,962 Time $250,000 or more 230,105 186,664 Total $ 912,594 $ 830,274 At December 31, 2025 and December 31, 2024, the scheduled maturities by year for time deposits are as follows: (in thousands) December 31, 2025December 31, 2024 Within 1 year $ 876,348 $ 806,974 Over 1 year to 2 years 25,438 16,422 Over 2 years to 3 years 4,933 4,028 Over 3 years to 4 years 2,845 1,805 Over 4 years to 5 years 3,001 931 Over 5 years 29 114 Total $ 912,594 $ 830,274 Included in time deposits are brokered deposits of $151.6 million and $256.0 million at December 31, 2025 and December 31, 2024, respectively. Also included in time deposits are reciprocal deposits of $88.7 million and $62.5 million at December 31, 2025 and December 31, 2024, respectively. NOTE 8. BORROWED FUNDS Borrowed funds at December 31, 2025 and December 31, 2024 are summarized, as follows: December 31, 2025 December 31, 2024 Weighted Weighted (dollars in thousands) Carrying Value Average Rate Carrying Value Average Rate Short-term borrowings Advances from the FHLB $ 130,000 3.90 % $ 242,650 4.49 % Other borrowings 4,802 0.17 7,062 0.19 Total short-term borrowings 134,802 3.77 249,712 4.35 Long-term borrowings Advances from the FHLB 82,016 2.81 269 4.50 Subordinated borrowings 52,825 11.31 40,620 6.60 Total long-term borrowings 134,841 6.14 40,889 6.59 Total $ 269,643 4.93 % $ 290,601 4.75 % Short-term debt includes FHLB advances with a remaining maturity of less than one year. We also maintain a $1.0 million secured line of credit with the FHLB that bears a daily adjustable rate calculated by the FHLB. There was no outstanding
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Table of Contents 94 balance on the FHLB line of credit for the years ended December 31, 2025 and 2024. There are no variable rate short-term FHLB borrowings. We have the capacity to borrow funds on a secured basis utilizing the Borrower in Custody program, and the Discount Window at the Federal Reserve Bank of Boston (the “Reserve Bank”). As of December 31, 2025 and 2024 our available secured line of credit at the Reserve Bank was $94.0 million and $105.6 million, respectively. We have pledged certain loans and securities to the Reserve Bank to support this arrangement. We maintain an unused unsecured federal funds line of credit with a correspondent bank that has an aggregate overnight borrowing capacity of $40 million as of December 31, 2025 and December 31, 2024. There was no outstanding balance on the line of credit as of December 31, 2025 and December 31, 2024. Long-term FHLB advances consist of advances with a remaining maturity of more than one year. The advances outstanding at December 31, 2025 include callable advances of $80.0 million, non-callable advances of $1.0 million and amortizing advances of $1.0 million. There were no callable advances outstanding and $269 thousand of amortizing advances at December 31, 2024. All FHLB borrowings, including the line of credit, are secured by a blanket security agreement on certain qualified collateral, principally residential first mortgage loans and certain securities. There are no variable rate long-term FHLB borrowings. A summary of maturities of FHLB advances as of December 31, 2025 is, as follows: Weighted Average (in thousands, except rates) Amount Rate 2026 $ 130,000 3.90% 2027 56,004 2.89 2028 25,000 2.31 2029 — — 2030 — — Thereafter 1,012 10.65 Total FHLB advances $ 212,016 3.48% Each advance is payable at its maturity date, with a prepayment penalty for fixed rate advances. The advances were collateralized by $740.7 million and $781.2 million of loans under a blanket lien arrangement at year- end 2025 and 2024. Based on this collateral and the Company’s holdings of FHLB stock, the Company is eligible to borrow up to a total of $259.1 million at year-end 2025. At year-end 2025 and 2024, subordinated borrowings was as follows: 2025 2024 (in thousands) Principal Unamortized Discount and Debt Issuance Costs Principal Unamortized Discount and Debt Issuance Costs NHTB Capital Trust II Variable Debentures $ 10,310 $ — $ 10,310 $ — NHTB Capital Trust III Fixed Debentures 10,310 — 10,310 — Subordinated Notes due 2029 20,000 — 20,000 — Subordinated Notes due 2031 13,000 (795) — — Total $ 53,620 $ (795) $ 40,620 $ — We executed a Subordinated Note Purchase Agreement with an aggregate of $40.0 million of subordinated notes (the “Notes”) to accredited investors on November 26, 2019. The Notes have a maturity date of December 1, 2029 and bear a fixed interest rate of 4.63% through December 1, 2024 payable semi-annually in arrears. From December 1, 2024 and thereafter the interest rate shall be reset quarterly to an interest rate per annum equal to the then current three-month Secured Overnight Financing Rate (“SOFR”) plus 3.27%. We have the option beginning with the interest payment date of December 1, 2024, and on any scheduled payment date thereafter, to redeem the Notes, in whole or in part upon prior
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Table of Contents 95 approval of the Federal Reserve. During the fourth quarter of 2024 we paid down $20.0 million of the outstanding subordinated notes. As of December 31, 2025 we have an outstanding subordinated note balance of $20.0 million. We also have $20.6 million in floating Junior Subordinated Deferrable Interest Debentures (“Debentures”) issued by NHTB Capital Trust II (“Trust II”) and NHTB Capital Trust III (“Trust III”), which are both Connecticut statutory trusts. The Debentures issued on March 30, 2004, carry a variable interest rate of three- month SOFR plus 2.79%, and mature in 2034. The debt is callable by the Company at the time when any interest payment is made. Trust II and Trust III are considered variable interest entities for which we are not the primary beneficiary. Accordingly, Trust II and Trust III are not consolidated into our financial statements. In connection with the acquisition, the Company assumed $13.0 million in fixed-to-floating rate subordinated notes, (the “2031 notes”) issued by Guaranty Bancorp. The 2031 notes have a current book value of $12.2 million net of accretion. The 2031 notes were originally issued on March 23, 2021 with a maturity date of April 1, 2031. The 2031 notes bear a fixed-to-floating interest rate of 4.875% through April 1, 2026, payable quarterly in arrears. Beginning April 1, 2026 and thereafter, the interest rate shall be reset quarterly to an interest rate per annum equal to the then current three-month SOFR plus 4.82%. We have the option beginning with the interest payment date of April 1, 2026, and on any scheduled payment date thereafter, to redeem the 2031 notes, in whole or in part upon prior approval of the Federal Reserve. Repurchase Agreements Repurchase agreements are secured borrowings and the Company pledges investment securities to secure those borrowings. Our repurchase agreements accounted for as secured borrowings, as of December 31, 2025 and December 31, 2024 are as follows: (in thousands) December 31, 2025December 31, 2024 Customer Repurchase Agreements US Government-sponsored enterprises $ 4,802 $ 7,062 Total $ 4,802 $ 7,062
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Table of Contents 96 NOTE 9. EMPLOYEE BENEFIT PLANS Pension Plans We maintain a legacy, employer-sponsored defined benefit pension plan (the “Plan”) for which participation and benefit accruals were frozen on January 13, 2017. Accordingly, no employees are permitted to commence participation in the Plan and future salary increases and years of credited service are not considered when computing an employee’s benefits under the Plan. As of December 31, 2025, all minimum Employee Retirement Income Security Act (“ERISA”) funding requirements have been met. The following tables set forth information about the plan for the year ended December 31, 2025 and 2024: (in thousands) 2025 2024 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 5,993 $ 6,365 Service cost — — Interest cost 325 310 Actuarial (loss)/gain (30) (340) Benefits paid (354) (338) Settlements (146) (4) Projected benefit obligation at end of year 5,788 5,993 Change in fair value of plan assets: Fair value of plan assets at beginning of year 8,971 9,349 Actual return/(loss) on plan assets 634 (36) Benefits paid (354) (338) Settlements (146) (4) Fair value of plan assets at end of year 9,105 8,971 Overfunded status $ (3,317) $ (2,978) Amounts recognized in consolidated balance sheets: Other assets $ 3,317 $ 2,978
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Table of Contents 97 Net periodic pension cost/(benefit) is comprised of the following for the years ended December 31, 2025 and 2024: (in thousands) 2025 2024 Interest cost $ 325 $ 310 Expected return on plan assets (352) (367) Unrecognized loss 58 35 Net periodic pension cost/(benefit) $ 31 $ (22) Amounts recognized in comprehensive income for the years ended December 31, 2025 and 2024 included: (in thousands) 2025 2024 Net actuarial (gain) loss $ (58) $ 62 Recognized loss (312) (35) Net period pension benefit cost/(credit) 31 (22) Total recognized (gain)/loss in comprehensive income $ (339) $ 5 Change in plan assets and benefit obligations recognized in accumulated other comprehensive income as of December 31, 2025 and 2024 are as follows: (in thousands) 2025 2024 Beginning of the year Accumulated other comprehensive loss $ 1,336 $ 1,309 Net actuarial (gain) loss (58) 62 Recognized loss (312) (35) Prior service cost — — Amounts Recognized in accumulated other comprehensive loss/(gain) (pre-tax) $ (370) $ 27 Ending Accumulated other comprehensive loss $ 966 $ 1,336 The after tax components of accumulated other comprehensive income/loss, which have not yet been recognized in net periodic pension cost, related to the Plan are a net loss of $967 thousand. We expect to make no cash contributions to the pension trust during the 2026 fiscal year. The amount expected to be amortized from accumulated other comprehensive loss into net periodic pension cost over the next fiscal year is zero. The principal actuarial assumptions used at December 31, 2025 and 2024 were as follows: 2025 2024 2023 Projected benefit obligation Discount rate 5.37% 5.58% 5.00% Net periodic pension cost Discount rate 5.58% 5.00% 5.23% Long-term rate of return on plan assets 4.00 4.00 4.00 The discount rate that is used in the measurement of the pension obligation is determined by comparing the expected future retirement payment cash flows of the plan to the FTSE Above Median Pension liability as of the measurement date. The expected long-term rate of return on Plan assets reflects expectations of future returns as applied to the plan’s target allocation of asset classes. In estimating that rate, appropriate consideration was given to historical returns earned by equities and fixed income securities. Our overall investment strategy with respect to the Plan’s assets is to maintain assets at a level that will sufficiently cover future beneficiary obligations while achieving long term growth in assets. The Plan’s targeted asset allocation is 20% equity securities and 80% fixed-income securities primarily consisting of long-term products. The policy range is defined as the target allocation of +/- 10%.
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Table of Contents 98 The Company’s pension plan asset allocation at year-end 2025 and 2024, target allocation for 2025 and expected long-term rate of return by asset category are as follows: (in thousands) Target Allocation Percentage ofPlan Assets atYear - End 2025 Percentage ofPlan Assets atYear - End 2024 Asset Category Equity: Large-cap 10.00% 10.80% 12.90% Mid-cap 2.50 2.60 2.70 Small-cap 2.50 2.40 2.70 International 5.00 5.50 4.90 Fixed income funds: Long duration 78.00 76.80 75.60 Cash equivalents - money market 2.00 1.90 1.20 Total 100.00 % 100.00% 100.00% The fair values for investment securities are determined by quoted prices in active markets, if available (Level 1). For securities where quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). The Company used the following valuation methods and assumptions to estimate the fair value of assets held by the plan: Equity Securities and Mutual Funds: The fair values for equity securities and mutual funds are determined by quoted market, if available (Level 1). For securities where quoted prices and not available, fair values are calculated based on market prices of similar securities (Level 2). The fair value of the Plan’s assets by category and level within fair value hierarchy are as follows at December 31, 2025 and 2024: 2025 (in thousands) Total Quoted Prices in ActiveMarkets for IdenticalAssets (Level 1) Significant Other Observable Inputs (Level 2) Asset Category Equity mutual funds: Large-cap $ 708 $ 708 $ — Mid-cap 208 208 — Small-cap 197 197 — International 446 446 — Fixed income funds: Fixed-income - core plus — — — Intermediate duration — — — Long duration 6,253 6,253 — Common stock 701 701 — Common/collective trusts - large-cap 180 — 180 Cash equivalents - money market 412 412 — Total $ 9,105 $ 8,925 $ 180
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Table of Contents 99 2024 (in thousands) Total Quoted Prices in ActiveMarkets for IdenticalAssets (Level 1) Significant Other Observable Inputs (Level 2) Equity mutual funds: Large-cap $ 839 $ 839 $ — Mid-cap 221 221 — Small-cap 213 213 — International 396 396 — Fixed income funds: Long duration 6,093 6,093 — Common stock 691 691 — Common/collective trusts - large-cap 200 — 200 Cash equivalents - money market 318 318 — Total $ 8,971 $ 8,771 $ 200 The Plan did not hold any assets classified as Level 3, and there were no transfers between levels during 2025 and 2024. Estimated benefit payments under our pension plan over the next 10 years at December 31, 2025 are as follows: (in thousands) Payments 2026 $ 392 2027 397 2028 411 2029 417 2030 420 2031-2035 2,192 Total $ 4,229 Non-qualified Supplemental Executive Retirement Plan We have non-qualified supplemental executive retirement agreements with certain retired officers. The agreements provide supplemental retirement benefits payable in installments over a period of years upon retirement or death. This agreement provides a stream of future payments in accordance with individually defined vesting schedules upon retirement, termination, or in the event that the participating executive leaves the Company following a change of control event.
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Table of Contents 100 The following table sets forth changes in benefit obligation, changes in plan assets, and the funded status of the plan as of and for the years ended December 31, 2025 and December 31, 2024: (in thousands) 2025 2024 Change in benefit obligation: Projected benefit obligation at beginning of year $ 1,759 $ 1,925 Service cost — — Interest cost 85 87 Actuarial (gain) loss 49 7 Benefits paid (231) (260) Projected benefit obligation at end of year $ 1,662 $ 1,759 Change in fair value of plan assets: Fair value of plan assets at beginning of year $ — $ — Actual return on plan assets — — Contributions by employer 231 260 Benefits paid (231) (260) Fair value of plan assets at end of year $ — $ — Underfunded status $ 1,662 $ 1,759 Amounts recognized in consolidated balance sheets Other liabilities $ 1,662 $ 1,759 Net periodic benefit cost is comprised of the following for the years ended December 31, 2025 and 2024: (in thousands) 2025 2024 Interest cost $ 85 $ 87 Expected return on plan assets — — Amortization of unrecognized actuarial loss 10 10 Contractual termination benefits (23) — Net periodic benefit cost $ 72 $ 97 Amounts recognized in other comprehensive income for the years ended December 31, 2025 and 2024 included: (in thousands) 2025 2024 Net actuarial loss $ 49 $ 8 Amortization of unrecognized actuarial loss (10) (10) Contractual termination benefits 23 — Total recognized Loss/(gain) in other comprehensive Income $ 62 $ (2) Change in plan assets and benefit obligations recognized in accumulated other comprehensive income in 2025 and 2024 are as follows: (in thousands) 2025 2024 Accumulated other comprehensive loss at beginning of the year (pre-tax) $ 229 $ 231 Actuarial loss 49 8 Amortization of actuarial loss (10) (10) Contractual termination benefits 23 — Total recognized loss/(gain) in other comprehensive Income $ 62 $ (2) Accumulated other comprehensive loss at end of year (pre-tax) $ 291 $ 229
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Table of Contents 101 The after tax components of accumulated other comprehensive income/(loss), which have not yet been recognized in net periodic benefit cost, related to the non-qualified supplemental executive retirement agreements are a net loss of $208 thousand. The amount expected to be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year is $8 thousand. The principal actuarial assumptions used at December 31, 2025 and December 31, 2024 were as follows: 2025 2024 2023 Discount rate beginning of year 5.15% 4.72% 4.92% Discount rate end of year 4.44 5.15 4.72 The discount rate used in the measurement of the non-qualified supplemental executive retirement plan obligation is determined by comparing the expected future retirement payment cash flows to the FTSE Above Median Pension liability as of the measurement date. We expect to contribute the following amounts to fund benefit payments under the supplemental executive retirement plans: (in thousands) Payments 2026 $ 221 2027 221 2028 221 2029 221 2030 221 2031-2036 922 Total $ 2,027 401(k) Plan We maintain a Section 401(k) savings plan for substantially all of its employees. Employees are eligible to participate in the 401(k) Plan on the first day of any quarter following their date of hire and attainment of age 21½. Under the plan, we make a matching contribution of a portion of the amount contributed by each participating employee, up to a percentage of the employee’s annual salary. The plan allows for supplementary profit sharing contributions by Bar Harbor, at its discretion, for the benefit of participating employees. The total expense for this plan in 2025 was $1.3 million and $1.2 million in 2024 and 2023 respectively. Other Plans As a result of the acquisition of a business combination in 2017, we assumed salary continuation agreements for supplemental retirement income with certain prior executives and senior officers along with an executive indexed supplemental retirement plan for one prior executive. The discount rate used in the measurement of the other plan obligations is the effective annual rate on the plans. The total liability for these agreements included in other liabilities was $5.9 million at December 31, 2025 and $5.8 million at December 31, 2024. Expense recorded in 2025 was $503 thousand compared to expense recorded in 2024 was $90 thousand and expense in 2023 was $255 thousand. We also assumed split-dollar life insurance agreements from the 2017 and 2025 business combination with an accrued liability of $1.3 million at December 31, 2025 and $674 thousand at December 31, 2024. We recorded income for the split-dollar life insurance agreements of $52 thousand in 2025 and expense of $32 thousand in 2024 and expense of $30 thousand in 2023.
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Table of Contents 102 NOTE 10. INCOME TAXES Pretax income shown from continuing operations for the year ended December 31, 2025 is as follows: (in thousands) 2025 Domestic $ 45,935 Total pretax income from continuing operations $ 45,935 The Company did not have any income tax expense (benefit) in foreign jurisdictions for the years ended December 31, 2025, 2024, and 2023. The following table summarizes the current and deferred components of income tax expense (benefit) for each of the years ended December 31, 2025, 2024 and 2023: (in thousands) 2025 Current Expense: Federal $ 7,395 State and city 1,685 Total current tax expense 9,080 Deferred tax (benefit) expense: Federal (278) State and city 214 Total income tax expense $ 9,016 (in thousands) 2024 2023 Current: Federal tax expense $ 7,688 $ 10,704 State tax expense 1,748 2,247 Total current tax expense 9,436 12,951 Deferred tax (benefit) expense (366) (686) Total income tax expense $ 9,070 $ 12,265 In December 2023, the FASB issued ASU No. 2023-09 – Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, intended to enhance the transparency of income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 became effective for the Company on January 1, 2025 for annual reporting periods on a prospective basis. The following table reconciles the expected federal income tax expense (computed by applying the federal statutory tax rate of 21%) to recorded income tax expense for the years ended December 31, 2025, 2024 and 2023: 2025 (in thousands, except ratios) Amount Rate U.S. Federal statutory tax rate $ 9,646 21.00% State and local income taxes, net of federal income tax effect (a) 1,500 3.20 Tax credits, net of benefits (b) (263) (0.57) Nontaxable or nondeductible items: Tax exempt interest Income (1,492) (3.22) Bank owned life insurance income (535) (1.16) Other 160 0.72 Effective tax rate $ 9,016 19.64%
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Table of Contents 103 (a) State taxes in New Hampshire and Massachusetts made up the majority (greater than 50 percent) of the tax effect in this category. (b) Includes tax expense related to proportional amortization of $1.4 million and tax benefit related to flow-through losses of $175 thousand. 2024 2023 (in thousands, except ratios) Amount Rate Amount Rate Statutory tax rate $11,049 21.00 % $11,995 21.00 % Increase (decrease) resulting from: State taxes, net of federal benefit 1,287 2.45 1,539 2.69 Tax exempt interest (1,405) (2.67) (1,042) (1.82) Federal tax credits (239) (0.45) (471) (0.82) Officers' life insurance (416) (0.79) (578) (1.01) Gain on disposal of low income housing tax credit investments — — — — Stock-based compensation plans (37) (0.07) 17 0.03 Other (1,169) (2.22) 805 1.40 Effective tax rate $ 9,070 17.25% $12,265 21.47% The Company did not have any income tax expense (benefit) in foreign jurisdictions for the years ended December 31, 2025, 2024, and 2023. Income taxes paid were as follows: (in thousands, except ratios) 2025 Federal $ 5,000 State and local New Hampshire 625 Massachusetts 450 Maine 320 All other states 204 Total $ 6,599
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Table of Contents 104 The net deferred tax asset was $29.9 million at December 31, 2025 and $23.3 million at December 31, 2024. The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are summarized below: (in thousands) 2025 Deferred Tax Assets: Unrealized gain or loss on securities available for sale $ 10,106 Allowance for credit losses 8,158 Acquired available-for-sale debt securities fair value mark 4,620 Deferred compensation 4,907 Lease liability 2,394 Equity compensation 1,491 Unrealized gain or loss on derivatives 905 Non-accrual interest 887 Contract incentives 860 Deferred loan origination fees, net 543 Acquisition fair value adjustments 7,512 Other — Total gross deferred tax assets 42,383 Deferred tax liabilities: Acquired deposits and core deposit intangible 3,674 Right of use asset 2,216 Branch acquisition costs and goodwill 2,687 Depreciation 1,910 Mortgage servicing rights 795 Prepaid pension 738 Prepaid expenses 421 Other 16 Total deferred tax liabilities 12,457 Net deferred tax asset $ 29,926
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Table of Contents 105 2024 (in thousands) Assets Liabilities Allowance for credit losses $ 6,872 $ — Deferred compensation 3,941 — Unrealized gain or loss on securities available for sale 14,557 — Unrealized gain or loss on derivatives 786 — Depreciation — 1,403 Deferred loan origination fees, net 13 — Non-accrual interest 731 — Branch acquisition costs and goodwill — 2,363 Core deposit intangible — 547 Acquisition fair value adjustments 260 — Prepaid expenses — 287 Mortgage servicing rights — 738 Equity compensation 1,269 — Prepaid pension — 673 Contract incentives 391 — Right of use asset — 2,053 Lease liability 2,209 — Other 365 — Total $ 31,394 $ 8,064 The Company has determined that a valuation allowance is not required for its net deferred tax asset since it is more likely than not that this asset is realizable principally through future taxable income and future reversal of existing temporary differences. GAAP requires the measurement of unrecorded tax benefits related to uncertain tax positions. An unrecorded tax benefit is the difference between the tax benefit of a position taken, or expected to be taken on a tax return and the benefit recorded for accounting purposes. At December 31, 2025 and 2024, we had no unrecorded tax benefits and do not expect our position to significantly change within the next 12 months. We are subject to income tax in the U.S. federal jurisdiction and also in the states of Maine, New Hampshire, Massachusetts and various other states. We are no longer subject to examination by taxing authorities for years before 2022. In July 2025, the One Big Beautiful Bill Act was signed into law, which included a broad range of tax reform provisions affecting businesses, including extending and modifying certain key provisions from the Tax Cuts and Jobs Act of 2017 and expanding certain incentives from the Inflation Reduction Act of 2022 while accelerating the phase-out of others. The tax provisions of the One Big Beautiful Bill Act did not have a material impact on our overall tax position.
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Table of Contents 106 NOTE 11. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES We use derivative instruments to minimize fluctuations in earnings and cash flows caused by interest rate volatility. Our interest rate risk management strategy involves modifying the re-pricing characteristics of certain assets or liabilities so the changes in interest rates do not have a significant effect on net interest income. Thus, all of our derivative contracts are considered to be interest rate contracts. We recognize our derivative instruments on the Consolidated Balance Sheets at fair value. On the date the derivative instrument is entered into, we designate whether the derivative is part of a hedging relationship (i.e., cash flow or fair value hedge). We formally document relationships between hedging instruments and hedged items, as well as our risk management objective and strategy for undertaking hedge transactions. We also assess, both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting the changes in cash flows or fair values of hedged items. Changes in fair value of derivative instruments that are highly effective and qualify as cash flow hedges are recorded in other comprehensive income or loss. We offer derivative products in the form of interest rate swaps, to commercial loan customers to facilitate their risk management strategies. These instruments are executed through Master Netting Arrangements (“MNA”) with financial institution counterparties or Risk Participation Agreements (“RPA”) with commercial bank counterparties, for which we assume a pro rata share of the credit exposure associated with a borrower's performance related to the derivative contract with the counterparty. Information about derivative assets and liabilities at December 31, 2025 and December 31, 2024, follows: December 31, 2025 Weighted Notional Average Fair Value Location FairAmount Maturity Asset (Liability) Value Asset (in thousands) (in years) (in thousands) (Liability) Cash flow hedges: Interest rate swap on wholesale funding $ — — $ — Other assets Interest rate swap on variable rate loans 50,000 0.2 (336) Other liabilities Total cash flow hedges 50,000 (336) Fair value hedges: Interest rate swap on securities 37,190 3.6 2,374 Other assets Total fair value hedges 37,190 2,374 Economic hedges: Forward sale commitments 5,248 — (14) Other liabilities Customer Loan Swaps-MNA Counterparty 358,846 4.8 (4,264) Other liabilities Customer Loan Swaps-RPA Counterparty 195,546 4.5 (2,070) Other liabilities Customer Loan Swaps-Customer 554,392 4.7 6,334 Other assets Total economic hedges 1,114,032 (14) Non-hedging derivatives: Interest rate lock commitments 2,698 0.1 98 Other assets Total non-hedging derivatives 2,698 98 Total $1,203,920 $ 2,122
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Table of Contents 107 December 31, 2024 Weighted Notional Average Fair Value Location FairAmount Maturity Asset (Liability) Value Asset (in thousands) (in years) (in thousands) (Liability) Cash flow hedges: Interest rate swap on wholesale funding $ 25,000 0.3 $ 261 Other assets Interest rate swap on variable rate loans 50,000 1.2 (2,036) Other liabilities Total cash flow hedges 75,000 (1,775) Fair value hedges: Interest rate swap on securities 37,190 4.6 3,969 Other assets Total fair value hedges 37,190 3,969 Economic hedges: Forward sale commitments 4,786 — 13 Other assets Customer Loan Swaps-MNA Counterparty 240,031 4.3 (14,243) Other liabilities Customer Loan Swaps-RPA Counterparty 162,302 5.2 (286) Other liabilities Customer Loan Swaps-Customer 402,333 4.7 14,529 Other assets Total economic hedges 809,452 13 Non-hedging derivatives: Interest rate lock commitments 3,760 0.1 85 Other assets Total non-hedging derivatives 3,760 85 Total $ 925,402 $ 2,292 As of December 31, 2025, and 2024, the following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges: Cumulative Amount of Fair Location of Hedged Item on Carrying Amount of Hedged Value Hedging Adjustment in Balance Sheet Assets Carrying Amount December 31, 2025 Interest rate swap on securities Securities available for sale $ 31,366 $ (5,824) December 31, 2024 Interest rate swap on securities Securities available for sale $ 31,627 $ (5,563)
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Table of Contents 108 Information about derivative assets and liabilities for December 31, 2025, 2024 and 2023 follows: Year Ended December 31, 2025 Amount of Amount of Gain (Loss) Gain (Loss)Recognized in Reclassified Location of Amount ofOther Location of Gain (Loss) from Other Gain (Loss) Gain (Loss)Comprehensive Reclassified from Other Comprehensive Recognized in Recognized(in thousands) Income Comprehensive Income Income Income in Income Cash flow hedges: Interest rate swap on wholesale funding $ (200) Interest expense $ — Interest expense $ 269 Interest rate swap on variable rate loans 1,306 Interest income — Interest income (1,803) Total cash flow hedges 1,106 — (1,534) Fair value hedges: Interest rate swap on securities (1,405) Interest income — Interest income 1,083 Total fair value hedges (1,405) — 1,083 Economic hedges: Forward commitments — Other income — Mortgage banking income (27) Total economic hedges — — (27) Non-hedging derivatives: Interest rate lock commitments — Other income — Mortgage banking income 13 Total non- hedging derivatives — — 13 Total $ (299) $ — $ (465) (1) As of December 31, 2025, we do not expect any gains or losses from accumulated other comprehensive income into earnings within the next 12 months.
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Table of Contents Year Ended December 31, 2024 Amount of Amount of Gain (Loss) Gain (Loss)Recognized in Reclassified Location of Amount ofOther Location of Gain (Loss) from Other Gain (Loss) Gain (Loss)Comprehensive Reclassified from Other Comprehensive Recognized in Recognized(in thousands) Income Comprehensive Income Income Income in Income Cash flow hedges: Interest rate swap on wholesale funding$ (1,941) Interest expense $ — Interest expense $ 3,020 Interest rate swap on variable rate loans 1,082 Interest income — Interest income (2,269) Total cash flow hedges (859) — 751 Fair value hedges: Interest rate swap on securities (713) Interest income — Interest income 1,429 Total economic hedges (713) — 1,429 Economic hedges: Forward commitments — Other income — Mortgage banking income 33 Total economic hedges — — 33 Non-hedging derivatives: Interest rate lock commitments — Other income — Mortgage banking income 22 Total non-hedging derivatives — — 22 Total $ (1,572) $ — $ 2,235 Year Ended December 31, 2023 Amount of Amount of Gain (Loss) Gain (Loss)Recognized in Reclassified Location of Amount ofOther Location of Gain (Loss) from Other Gain (Loss) Gain (Loss)Comprehensive Reclassified from Other Comprehensive Recognized in Recognized(in thousands) Income Comprehensive Income Income Income in Income Cash flow hedges: Interest rate swap on wholesale funding$ (1,687) Interest expense $ — Interest expense $ 3,062 Interest rate swap on variable rate loans 1,157 Interest income — Interest income (2,167) Total cash flow hedges (530) — 895 Fair value hedges: Interest rate swap on securities 1,314 Interest income — Interest income 1,359 Total economic hedges 1,314 — 1,359 Economic hedges: Forward commitments — Other income — Mortgage banking income (20) Total economic hedges — — (20) Non-hedging derivatives: Interest rate lock commitments — Other income — Mortgage banking income (20) Total non-hedging derivatives — — (20)
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109 Total $ 784 $ — $ 2,214
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Table of Contents 110 The effect of cash flow hedging and fair value accounting on the consolidated statements of income for the years ended December 31, 2025, 2024 and 2023 is as follows: Year Ended December 31, 2025 Interest and DividendIncome Interest Expense (in thousands) Loans Securitiesand other Deposits Borrowings Non-interestIncome Income and expense line items presented in the consolidated statements of income $183,120 $23,439 $63,525 $ 11,516 $34,456 The effects of cash flow and fair value hedging: Gain (loss) on cash flow hedges: Interest rate swap on wholesale funding — — — 269 — Interest rate swap on variable rate loans (1,803) — — — — Gain (loss) on fair value hedges: Interest rate swap on securities — 1,083 — — — Year Ended December 31, 2024 Interest and DividendIncome Interest Expense (in thousands) Loans Securitiesand other Deposits Borrowings Non-interestIncome Income and expense line items presented in the consolidated statements of income $163,846 $24,878 $61,696 $ 13,189 $36,888 The effects of cash flow and fair value hedging: Gain (loss) on cash flow hedges: Interest rate swap on wholesale funding — — — 3,020 — Interest rate swap on variable rate loans (2,269) — — — — Gain (loss) on fair value hedges: Interest rate swap on securities — 1,429 — — — Year Ended December 31, 2023 Interest and DividendIncome Interest Expense (in thousands) Loans Securitiesand other Deposits Borrowings Non-interestIncome Income and expense line items presented in the consolidated statements of income $149,420 $24,762 $38,232 $ 18,275 $35,829 The effects of cash flow and fair value hedging: Gain (loss) on cash flow hedges: Interest rate swap on wholesale funding — — — 3,062 — Interest rate swap on variable rate loans (2,167) — — — — Gain (loss) on fair value hedges: Interest rate swap on securities — 1,359 — — —
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Table of Contents 111 The effect of economic hedges and derivatives not designated as hedging instruments on the consolidated statements of income for the years ended December 31, 2025, 2024 and 2023 is as follows: Location of Gain (Loss) Recognized Year Ended December 31, (In thousands) in Non-interest Income 2025 2024 2023 Economic hedges: Forward commitments Mortgage banking income $ (27) $ 33 $ (20) Non-hedging derivatives: Interest rate lock commitments Mortgage banking income 13 22 (20) Cash flow hedges Interest rate swaps on wholesale funding As of December 31, 2025, we have no remaining interest rate swaps on wholesale borrowings. The agreement we entered into in April 2020 matured effective April 2025. Interest rate swap on variable rate loans We have an interest rate swap that effectively fixes our interest rate on $50 million at the daily SOFR rate plus 11 basis points of based loan assets at 0.806% plus the credit spread on the loans that reprices on weighted average basis. The instrument is specifically designed to hedge the risk of changes in its cash flows from interest receipts attributable to changes in a contractually specified interest rate, on an amount of our variable rate loan assets equal to $50 million. We designated the swap as a cash flow hedge. Fair value hedges Interest rate swap on securities For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. We utilize interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable securities available-for- sale. The hedging strategy on securities converts the fixed interest rates to SOFR-based variable interest rates. These derivatives are designated as partial term hedges of selected cash flows covering specified periods of time prior to the call dates of the hedged securities. During 2019, we entered into eight swap transactions with a notional amount of $37.2 million designated as fair value hedges. These derivatives are intended to protect against the effects of changing interest rates on the fair values of fixed rate securities. The fixed rates on the transactions have a weighted average rate of 1.696%. Economic hedges Forward sale commitments We utilize forward sale commitments on residential mortgage loans to hedge interest rate risk and the associated effects on the fair value of interest rate lock commitments and loans originated for sale. The forward sale commitments are accounted for as derivatives. We typically use a combination of best efforts and mandatory delivery contracts. The contracts are loan sale agreements where we commit to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. Generally, we enter into contracts just prior to the loan closing with a customer. Customer loan derivatives We enter into customer loan derivatives to facilitate the risk management strategies for commercial banking customers. We mitigate this risk by entering into equal and offsetting loan swap agreements with highly rated third-party financial institutions. The loan swap agreements are free standing derivatives and are recorded at fair value in our Consolidated Balance Sheets. We are party to master netting arrangements with our financial institutional counterparties; however, we do not offset assets and liabilities under these arrangements for financial statement presentation purposes.
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Table of Contents 112 The MNA’s provide for a single net settlement of all loan swap agreements, as well as collateral or cash funds, in the event of default on, or termination of, any one contract. Collateral is provided by cash or securities received or posted by the counterparty with net liability positions, respectively, in accordance with contract thresholds. The below table describes the potential effect of master netting arrangements on the Consolidated Balance Sheets and the financial collateral pledged for these arrangements: Gross Amounts Offset in the Consolidated Balance Sheet Derivative Cash Collateral(in thousands) Liabilities Derivative Assets Pledged Net Amount As of December 31, 2025 Customer Loan Derivatives: MNA counterparty $(4,264) $ 4,264 $ — $ — RPA counterparty (2,070) 2,070 — — Total $(6,334) $ 6,334 $ — $ — Non-hedging derivatives Interest rate lock commitments We enter into interest rate lock commitments (“IRLCs”) for residential mortgage loans, which commit us to lend funds to a potential borrower at a specific interest rate and within a specified period of time. IRLCs relate to the origination of residential mortgage loans that are held for sale and are considered derivative financial instruments under applicable accounting guidance. Outstanding IRLCs expose us to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan. The IRLCs are free standing derivatives, which are carried at fair value with changes recorded in non-interest income in our Consolidated Statements of Income. Changes in the fair value of IRLCs subsequent to inception are based on (i) changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and (ii) changes in the probability when the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time. NOTE 12. OTHER COMMITMENTS, CONTINGENCIES, AND OFF-BALANCE SHEET ACTIVITIES Customer Obligations We are a party to financial instruments in the normal course of business to meet financing needs of our customers. These financial instruments include commitments to extend credit, unused or unadvanced loan funds, and letters of credit. We use the same lending policies and procedures to make such commitments as we use for other lending products. Customer’s creditworthiness is evaluated on a case-by-case basis. Commitments to originate loans, including unused or unadvanced loan funds, are agreements to lend to a customer provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require customer payment of a fee. Since many of the commitments are expected to expire without being fully drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally become payable upon the failure of the customer to perform according to the terms of the underlying contract with the third party, while commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and a third party. The contractual amount of these letters of credit represents the maximum potential future payments guaranteed by us. Typically these letters of credit expire if unused; therefore the total amounts do not necessarily represent future cash requirements.
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Table of Contents 113 The following table summarizes the contractual amounts of commitments and contingent liabilities to customers as of December 31, 2025 and December 31, 2024: (in thousands) 2025 2024 Commitments to originate new loans $ 106,856 $ 50,889 Unused funds on commercial and other lines of credit 303,531 283,967 Unadvanced funds on home equity lines of credit 126,548 115,406 Unadvanced funds on construction and real estate loans 248,390 230,451 Commercial and standby letters of credit 2,748 2,683 Letters of credit securing municipal deposits 267,750 254,750 Total $ 1,055,823 $ 938,146 Legal Claims Various legal claims arise from time to time in the normal course of business. As of December 31, 2025, neither the Company nor its subsidiaries were involved in any pending legal proceedings believed by management to be material to our financial condition or results of operations. Periodically, there have been various claims and lawsuits involving the Company, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans, and other issues incident in the normal course of our business. However, neither the Company nor its subsidiaries are a party to any pending legal proceedings that it believes, either individually or in the aggregate, would have a material adverse effect on our financial condition or operations. Additionally, future, probable losses cannot be estimated as of December 31, 2025. NOTE 13. SHAREHOLDERS’ EQUITY AND EARNINGS PER COMMON SHARE The Company and the Bank are subject to various regulatory capital requirements administered by the Federal Reserve and the FDIC. Failure to meet minimum capital requirements can result in mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s Consolidated Financial Statements. Under the capital rules, risk-based capital ratios are calculated by dividing Tier 1, common equity Tier 1, and total risk-based capital, respectively, by risk-weighted assets. Assets and off-balance sheet credit equivalents are assigned to one of several risk-weight categories, based primarily on relative risk. The rules require banks and bank holding companies to maintain a minimum common equity Tier 1 capital ratio of 4.5%, a minimum Tier 1 capital ratio of 6.0% and a total capital ratio of 8.0%. In addition, a Tier 1 leverage ratio of 4.0% is required. Additionally, the capital rules require a bank holding company to maintain a capital conservation buffer of common equity Tier 1 capital in an amount above the minimum risk-based capital requirements equal to 2.5% of total risk weighted assets, or face restrictions on the ability to pay dividends, pay discretionary bonuses, and to engage in share repurchases. Under the FDIC’s prompt corrective action rules, an insured state nonmember bank is considered “well capitalized” if its capital ratios meet or exceed the ratios as set forth in the following table and is not subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. The Bank must meet well capitalized requirements under prompt corrective action provisions. Prompt corrective action provisions are not applicable to bank holding companies. A bank holding company is considered “well capitalized” if the bank holding company (i) has a total risk- based capital ratio of at least 10.0%, (ii) has a Tier 1 risk-based capital ratio of at least 6.0%, and (iii) is not subject to any written agreement order, capital directive or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. As of December 31, 2025, both the Company and the Bank maintained capital levels in excess of all applicable regulatory requirements. In addition, the Bank’s regulatory capital ratios exceeded the minimum thresholds required to be considered
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Table of Contents 114 well capitalized under applicable banking regulations. The actual and required capital ratios at December 31, 2025 and December 31, 2024 are set forth as follows: December 31, 2025 Minimum Required for Minimum Required toActual Capital Adequacy purposes be Well Capitalized (in thousands, except ratios) Amount Ratio Amount Ratio Amount Ratio Company (consolidated) Total capital to risk-weighted assets $ 491,619 13.18 % $ 298,331 8.00 % $ N/A N/A%Common equity Tier 1 capital to risk-weighted assets 409,725 10.99 167,812 4.50 N/A N/A Tier 1 capital to risk-weighted assets 430,354 11.54 223,752 6.00 N/A N/ATier 1 capital to average assets (leverageratio) 430,354 9.45 182,147 4.00 N/A N/A Bank Total capital to risk-weighted assets $ 486,568 13.08 % $ 297,675 8.00 % $ 372,093 10.00 %Common equity Tier 1 capital to risk-weighted assets 450,294 12.10 167,443 4.50 241,861 6.50 Tier 1 capital to risk-weighted assets 450,294 12.10 223,257 6.00 297,676 8.00Tier 1 capital to average assets (leverageratio) 450,294 9.90 181,970 4.00 227,463 5.00 December 31, 2024 Minimum Required for Minimum Required toActual Capital Adequacy purposes be Well Capitalized (in thousands, except ratios) Amount Ratio Amount Ratio Amount Ratio Company (consolidated) Total capital to risk-weighted assets $ 454,960 13.47 % $ 270,206 8.00 % $ N/A N/A% Common equity Tier 1 capital to risk-weighted assets 386,548 11.45 151,918 4.50 N/A N/A Tier 1 capital to risk-weighted assets 407,168 12.06 202,571 6.00 N/A N/ATier 1 capital to average assets (leverageratio) 407,168 10.30 158,123 4.00 N/A N/A Bank Total capital to risk-weighted assets $ 452,823 13.44 % $ 269,538 8.00 % $ 336,922 10.00 % Common equity Tier 1 capital to risk-weighted assets 421,031 12.50 151,571 4.50 218,936 6.50 Tier 1 capital to risk-weighted assets 421,031 12.50 202,095 6.00 269,460 8.00Tier 1 capital to average assets (leverageratio) 421,031 10.66 157,985 4.00 197,482 5.00 The minimum requirements above do not include the capital conservation buffer. Accumulated Other Comprehensive Income Components of accumulated other comprehensive income at December 31, 2025 and December 31, 2024 are as follows: (in thousands) December 31, 2025 December 31, 2024 Accumulated other comprehensive loss, before tax: Net unrealized loss on AFS securities, net of reclassifications $ (41,705) $ (62,298) Net unrealized loss on hedging derivatives (3,785) (3,368) Net unrealized loss on post-retirement plans (1,288) (1,565) Income taxes related to items of accumulated other comprehensive loss: Net unrealized loss on AFS securities, net of reclassifications 10,107 14,557 Net unrealized loss on hedging derivatives 904 786 Net unrealized loss on post-retirement plans 358 352 Accumulated other comprehensive loss $ (35,409) $ (51,536)
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Table of Contents The following table presents the components of other comprehensive income in 2025, 2024 and 2023: (in thousands) Before Tax Tax Effect Net of Tax Year Ended December 31, 2025 Net unrealized gain (loss) on AFS securities: Net unrealized gain (loss) arising during the period $ 17,206 $ (3,615) $ 13,591 Less: reclassification adjustment for gains (losses) realized in net income (3,387) 835 (2,552) Net unrealized gain (loss) on AFS securities 20,593 (4,450) 16,143 Net unrealized gain (loss) on hedging derivatives: Net unrealized gain (loss) arising during the period (417) 118 (299) Less: reclassification adjustment for gains (losses) realized in net income — — — Net unrealized gain (loss) on hedging derivatives (417) 118 (299) Net unrealized gain (loss) on post-retirement plans: Net unrealized gain (loss) arising during the period 277 6 283 Less: reclassification adjustment for gains (losses) realized in net income — — — Net unrealized gain (loss) on post-retirement plans 277 6 283 Other comprehensive income (loss) $ 20,453 $ (4,326) $ 16,127 Year Ended December 31, 2024 Net unrealized gain (loss) on AFS securities: Net unrealized gain (loss) arising during the period $ 103 $ (157) $ (54) Less: reclassification adjustment for gains (losses) realized in net income 50 (12) 38 Net unrealized gain (loss) on AFS securities 53 (145) (92) Net unrealized gain (loss) on hedging derivatives: Net unrealized gain (loss) arising during the period (2,046) 474 (1,572) Less: reclassification adjustment for gains (losses) realized in net income — — — Net unrealized gain (loss) on hedging derivatives (2,046) 474 (1,572) Net unrealized gain (loss) on post-retirement plans: Net unrealized gain (loss) arising during the period (25) 15 (10) Less: reclassification adjustment for gains (losses) realized in net income — — — Net unrealized gain (loss) on post-retirement plans (25) 15 (10) Other comprehensive income (loss) $ (2,018) $ 344 $ (1,674) Year Ended December 31, 2023 Net unrealized gain (loss) on AFS securities: Net unrealized gain (loss) arising during the period $ 9,515 $ (1,892) $ 7,623 Less: reclassification adjustment for gains (losses) realized in net income 34 (8) 26 Net unrealized gain (loss) on AFS securities 9,481 (1,884) 7,597 Net unrealized gain (loss) on hedging derivatives: Net unrealized gain (loss) arising during the period 1,011 (227) 784 Less: reclassification adjustment for gains (losses) realized in net income — — — Net unrealized gain (loss) on hedging derivatives 1,011 (227) 784 Net unrealized gain (loss) on post-retirement plans: Net unrealized gain (loss) arising during the period 135 (38) 97 Less: reclassification adjustment for gains (losses) realized in net income — — — Net unrealized gain (loss) on post-retirement plans 135 (38) 97
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115 Other comprehensive gain (loss) $ 10,627 $ (2,149) $ 8,478
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Table of Contents 116 The following table presents the changes in each component of accumulated other comprehensive income/(loss) in 2025, 2024 and 2023: Net unrealized Net unrealized Net unrealized gain (loss) gain (loss) losson AFS on hedging on pension(in thousands) Securities derivatives plans Total Year Ended December 31, 2025 Balance at beginning of period $ (47,741) $ (2,582) $ (1,213) $(51,536) Other comprehensive gain (loss) before reclassifications 13,591 (299) 283 13,575 Less: amounts reclassified from accumulated other comprehensive income (2,552) — — (2,552) Total other comprehensive income (loss) 16,143 (299) 283 16,127 Balance at end of period $ (31,598) $ (2,881) $ (930) $(35,409) Year Ended December 31, 2024 Balance at beginning of period $ (47,649) $ (1,010) $ (1,203) $(49,862) Other comprehensive gain (loss) before reclassifications (54) (1,572) (10) (1,636) Less: amounts reclassified from accumulated other comprehensive income 38 — — 38 Total other comprehensive income (loss) (92) (1,572) (10) (1,674) Balance at end of period $ (47,741) $ (2,582) $ (1,213) $(51,536) Year Ended December 31, 2023 Balance at beginning of period $ (55,246) $ (1,794) $ (1,300) $(58,340) Other comprehensive gain (loss) before reclassifications 7,623 784 97 8,504 Less: amounts reclassified from accumulated other comprehensive income 26 — — 26 Total other comprehensive gain (loss) 7,597 784 97 8,478 Balance at end of period $ (47,649) $ (1,010) $ (1,203) $(49,862) The following tables presents the amounts reclassified out of each component of accumulated other comprehensive income (loss) in 2025, 2024 and 2023: Affected Line Item where(in thousands) 2025 2024 2023 Net Income is Presented Net realized (losses) gains on AFS securities: Before tax $ (3,387) $ 50 $ 34 Non-interest income Tax effect 835 (12) (8) Tax expense Total reclassifications for the period $ (2,552) $ 38 $ 26
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Table of Contents 117 Earnings per Share Earnings per share have been computed based on the following: (in thousands, except per share and share data) 2025 2024 2023 Net income $ 36,919 $ 43,544 $ 44,852 Average number of basic common shares outstanding(1) 15,892,423 15,240,446 15,142,188 Plus: dilutive effect of stock options and awards outstanding 62,880 70,275 53,048 Average number of diluted common shares outstanding(2) 15,955,303 15,310,721 15,195,236 Earnings per share: Basic $ 2.32 $ 2.86 $ 2.96 Diluted $ 2.31 $ 2.84 $ 2.95 (1) The Company issued 1,350,464 shares of common stock in consideration for the acquisition of Guaranty. Refer to Note 2 of the consolidated financial statements for further details. (2) Average diluted shares outstanding are computed using the treasury stock method. As of December 31, 2025 there no anti-dilutive shares. NOTE 14. STOCK-BASED COMPENSATION PLANS We have several stock-based compensation plans that allow for grants of restricted stock, restricted shares, performance share units, performance shares and restricted stock units to our employees and non-employee directors. Our stock-based compensation plans are administered by the Compensation Committee of the Board of Directors. For the years ended December 31, 2025, 2024 and 2023, all common stock issuances in connection with stock-based compensation arrangements were issued from unissued shares. As of December 31, 2025, total shares authorized under the stock-based compensation 2019 plan for employees and directors were 500,000 shares, of which 102,536 shares were available for future grants. Compensation expense recognized in connection with the stock-based compensation plans are presented in the following table for the years ended December 31, 2025, 2024, and 2023: (in thousands) 2025 2024 2023 Stock options $ — $ — $ — Restricted stock awards 1,022 976 868 Performance stock units 841 1,145 857 Restricted stock units 1,218 1,047 800 Total compensation expense $ 3,081 $ 3,168 $ 2,525 Tax benefits recognized from stock-based compensation plans for the years ended December 31, 2025, 2024, and 2023 are, as follows: (in thousands) 2025 2024 2023 Stock options(1) $ 23 $ 60 $ 17 Restricted stock awards 20 215 201 Performance stock units 16 285 204 Restricted stock units 23 236 193 Total compensation expense $ 82 $ 796 $ 615 (1) We do not receive a tax benefit on this plan until disqualifying dispositions are made.
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Table of Contents 118 Stock Options A summary of stock options as of December 31, 2025 and 2024, and changes during the year then ended is presented below: Number of Weighted AggregateStock Options Average Intrinsic ValueStock Options Outstanding Exercise Price (in thousands) Outstanding at January 1, 2025 10,338 $ 22.15 Granted — — Exercised (10,327) 22.16 Forfeited — — Expired (11) 12.22 Outstanding at December 31, 2025 — $ — $ — Ending vested and expected to vest December 31, 2025 — $ — $ — Exercisable at December 31, 2025 — — — Number of Weighted AggregateStock Options Average Intrinsic ValueStock Options Outstanding Exercise Price (in thousands) Outstanding at January 1, 2024 35,838 $ 22.08 Granted — — Exercised (25,500) 22.05 Forfeited — — Expired — — Outstanding at December 31, 2024 10,338 $ 22.15 $ 87 Ending vested and expected to vest December 31, 2024 10,338 $ 22.15 $ 87 Exercisable at December 31, 2024 10,338 22.15 87 All outstanding options were fully vested with no unrecognized compensation cost as of December 31, 2021. The intrinsic value of the options exercised for the years ended December 31, 2025, 2024, and 2023, was approximately $95 thousand, $257 thousand and $74 thousand, respectively. Restricted Stock Awards Restricted stock awards (“RSAs”) are granted to certain directors and executive officers and vest immediately. A summary of RSAs as of December 31, 2025 and 2024, and changes during the year then ended is presented below: Number ofRestricted Stock Weighted AverageAwards Grant Date FairRestricted Stock Awards Outstanding Value Outstanding at January 1, 2025 51,550 $ 27.12 Awarded 34,158 31.90 Vested (37,204) 28.46 Forfeited (4,908) 28.89 Outstanding at December 31, 2025 43,596 $ 29.52 Number ofRestricted Stock Weighted AverageAwards Grant Date FairRestricted Stock Awards Outstanding Value Outstanding at January 1, 2024 41,174 $ 29.78 Awarded 36,783 27.70 Vested (26,407) 32.07 Forfeited — — Outstanding at December 31, 2024 51,550 $ 27.12
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Table of Contents 119 Unrecognized expense for non-vested RSAs totaled $551 thousand as of December 31, 2025, which is expected to be recognized over the weighted average remaining contractual maturity term of 1.8 years. Performance Stock Units We have a long-term incentive plan where performance unit awards (“PSUs”) are granted to certain executive officers providing the opportunity to earn shares of common stock of the Company based on our performance compared to peers. Participants in the plan were collectively granted PSUs ranging from zero to 42,504 in 2025 and from zero to 47,028 in 2024. The PSUs granted will vest only if the performance measures are achieved over a three year performance period. Failure to achieve the performance measures will result in all or a portion of shares being forfeited. On the grant dates in 2025 and 2024, PSUs had a weighted average fair value per share of $33.38 and $24.54, respectively. Expense is recognized over the performance period and is adjusted for changes in probability of the Company achieving profitability metrics. The following table summarizes PSUs at target as of December 31, 2025 and 2024: Number of Weighted AveragePerformance Stock Grant Date FairPerformance Stock Units Units Outstanding Value Nonvested at January 1, 2025 89,383 $ 27.79 Awarded 30,468 33.38 Vested and exercised (33,983) 28.49 Forfeited (6,554) 28.98 Nonvested at December 31, 2025 79,314 $ 29.15 Number of Weighted AveragePerformance Stock Grant Date FairPerformance Stock Units Units Outstanding Value Nonvested at January 1, 2024 84,915 $ 27.53 Awarded 32,151 24.54 Vested and exercised (27,681) 23.16 Forfeited (2) 22.51 Nonvested at December 31, 2024 89,383 $ 27.79 Unrecognized expense for non-vested PSUs totaled $1.9 million as of December 31, 2025, which is expected to be recognized over the weighted average remaining contractual maturity term of 1.8 years. PSUs do not carry an exercise price and therefore have no intrinsic value as of December 31, 2025. Restricted Stock Units During 2025 and 2024, restricted stock units (“RSUs”) were granted to certain executive officers and senior vice presidents. Awards to executives vest annually over 3 years while awards to senior vice presidents cliff vest at the end of three years. The RSUs granted were valued at $29.89 for 2025 and were valued between $25.67 and $35.86 for 2024 the fair value at the date of grant and are expensed over three years. The following table summarizes RSUs activity in 2025 and 2024: Number of Weighted AverageRestricted Stock Grant Date Fair Units Outstanding Value Outstanding at January 1, 2025 101,008 $ 29.14 Granted 43,731 29.89 Vested and exercised (31,056) 28.57 Forfeited — — Outstanding at December 31, 2025 113,683 $ 29.59
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Table of Contents 120 Number of Weighted AverageRestricted Stock Grant Date Fair Units Outstanding Value Outstanding at January 1, 2024 102,695 $ 27.07 Granted 36,428 32.52 Vested and exercised (31,331) 26.58 Forfeited (6,784) 22.77 Outstanding at December 31, 2024 101,008 $ 29.14 RSUs include cash-based restricted stock units (“CRSUs”), total CRSUs vested and exercised during 2025 and 2024 were 31,056 and 36,428 shares, respectively. Unrecognized expense for non-vested RSUs totaled $1.6 million as of December 31, 2025, which is expected to be recognized over the weighted average remaining contractual maturity term of 2.0 years. The liability for cash settled awards is included in other liabilities on the Consolidated Balance Sheets. Employee Stock Purchase Plan We maintain an employee stock purchase plan (“ESPP”) under which employees, through payroll deductions, are able to purchase shares of Company’s common stock. The purchase price is 92% of the lower of the market price on the first or last day of the offering period. The maximum number of shares issuable during any offering period is 200,000 shares; however, as of December 31, 2025, December 31, 2024 and December 31, 2023, there were 178,363, 175,950 and 177,415 shares available for issuance under the ESPP, respectively. Participants may not purchase more than 400 shares during any offering period and, in any event, no more than $25 thousand worth of common stock in any calendar year. The ESPP has been determined to be non-compensatory in nature. As a result, we expect that expenses related to the ESPP will not be material. During the years ended December 31, 2025, 2024 and 2023, there were 21,637, 24,050, and 22,585 shares of common stock issued under the ESPP, respectively.
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Table of Contents 121 NOTE 15. FAIR VALUE MEASUREMENTS Recurring Fair Value Measurements The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of December 31, 2025 and December 31, 2024, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value: December 31, 2025 Level 1 Level 2 Level 3 Total (in thousands) Inputs Inputs Inputs Fair Value Available-for-sale debt securities: Obligations of US Government-sponsored enterprises $ — $ 1,102 $ — $ 1,102 Mortgage-backed securities: US Government-sponsored enterprises — 249,542 — 249,542 US Government agency — 153,900 — 153,900 Private label — 10,999 — 10,999 Obligations of states and political subdivisions thereof — 104,539 — 104,539 Corporate bonds — 75,139 2,203 77,342 Loans held for sale — 5,283 — 5,283 Derivative assets — 8,708 98 8,806 Derivative liabilities — (6,670) (14) (6,684) December 31, 2024 Level 1 Level 2 Level 3 Total (in thousands) Inputs Inputs Inputs Fair Value Available-for-sale debt securities: Obligations of US Government-sponsored enterprises $ — $ 1,318 $ — $ 1,318 Mortgage-backed securities: US Government-sponsored enterprises — 177,316 — 177,316 US Government agency — 103,916 — 103,916 Private label — 39,564 — 39,564 Obligations of states and political subdivisions thereof — 105,452 — 105,452 Corporate bonds — 93,452 — 93,452 Loans held for sale — 1,235 — 1,235 Derivative assets — 18,759 98 18,857 Derivative liabilities — (16,565) — (16,565) Available-for-sale Debt Securities: All securities and major categories of securities classified as available- for-sale are reported at fair value utilizing Level 2 inputs, unless otherwise disclosed. For these securities, we obtain fair value measurements from independent pricing providers. The fair value measurements used by the pricing providers consider observable data that may include dealer quotes, market maker quotes and live trading systems. If quoted prices are not readily available, fair values are determined using matrix pricing models, or other model-based valuation techniques requiring observable inputs other than quoted prices such as market pricing spreads, credit information, callable features, cash flows, the US Treasury yield curve, trade execution data, market consensus prepayment speeds, default rates, and the securities’ terms and conditions, among other things. For securities where fair value is calculating using a discounted cash flow model or other market indicators are reported at fair value utilizing Level 3 inputs.
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Table of Contents 122 Corporate Bonds At December 31, 2025, the Company held one corporate bond investment classified as available-for-sale for which the fair value was determined using unobservable inputs, resulting in a Level 3 classification under the fair value hierarchy. During the quarter ended June 30, 2025, management identified a change in the estimated future cash flows associated with this security. As a result, the Company recognized an impairment loss of $4.4 million and charged off an allowance for credit losses of $1.2 million. In the third quarter 2025, the Company wrote down an additional $200 thousand resulting in a fair value of $2.2 million as of December 31, 2025. These losses were recorded in net gain (loss) on available-for-sale debt securities in the consolidated statements of income. At December 31, 2024, the Company held two corporate bond investments classified as available-for-sale for which an allowance for credit losses was recorded for $568 thousand. There were no impairment losses recorded in 2024. The fair value of the corporate bond was determined using a present value discounted cash flow approach. This method incorporated management’s current expectations about the timing and amount of future cash flows, which were adjusted for expected prepayments and credit-related losses. The revised cash flows were then discounted using the bond’s original effective interest rate. Unobservable inputs used in the fair value measurement included the discount rate, expected cash flows, and loss severity. The discount rate reflects the original effective yield at the time of purchase, adjusted for changes in market conditions and issuer-specific risk. Expected cash flows were developed based on management’s assessment of the issuer’s current financial condition, forward-looking performance expectations, and relevant macroeconomic indicators. Loss severity was estimated based on the Company’s expectations regarding the potential shortfall in principal and interest in the event of default, taking into account the nature of the issuer’s collateral, if any. Loans Held for Sale: The valuation of our loans held for sale are determined on an individual basis using quoted secondary market prices and are classified as Level 2 measurements. Derivative Assets and Liabilities Cash Flow Hedges: The valuation of our cash flow hedges are obtained from a third party. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The inputs used to value the cash flow hedges are all classified as Level 2 measurements. Interest Rate Lock Commitments: We enter into IRLCs for residential mortgage loans, which commit us to lend funds to potential borrowers at a specific interest rate and within a specified period of time. The estimated fair value of commitments to originate residential mortgage loans for sale is based on quoted prices for similar loans in active markets. However, this value is adjusted by a factor which considers the likelihood of a loan in a lock position will ultimately close. The closing ratio is derived from internal data and is adjusted using significant management judgment. As such, IRLCs are classified as Level 3 measurements. Forward Sale Commitments: We utilize forward sale commitments as economic hedges against potential changes in the values of the IRLCs and loans originated for sale. The fair values of mandatory delivery loan sale commitments are determined similarly to the IRLCs using quoted prices in the marketplace that are observable. However, closing ratios included in the calculation are internally generated and are based on management’s judgment and prior experience, which are not considered observable factors. As such, mandatory delivery forward commitments are classified as Level 3 measurements. Customer Loan Derivatives: The valuation of our customer loan derivatives is obtained from a third-party pricing service and is determined using a discounted cash flow analysis on the expected cash flows of each derivative. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. We incorporate credit valuation adjustments to appropriately reflect our nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of the derivative contracts for the effect of nonperformance risk, we have considered the impact of MNA’s and any applicable credit enhancements, such as collateral postings. Although we have determined that the majority of the inputs used to value customer loan derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with derivatives utilize Level 3 inputs, such as
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Table of Contents 123 estimates of current credit spreads to evaluate the likelihood of default by itself and counterparties. However, as of December 31, 2025, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we determined that the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. The table below presents the changes in Level 3 assets and liabilities that were measured at fair value on a recurring basis in 2025 and 2024. Assets (Liabilities) Interest Rate Lock Forward Corporate (in thousands) Commitments Commitments Bond Year Ended December 31, 2025 Balance at beginning of period $ 85 $ 13 $ — Transfer into level 3 at the end of the period — — 2,403 Realized gain (loss) recognized in non-interest income 13 (27) (200) Balance at end of period $ 98 $ (14) $ 2,203 Year Ended December 31, 2024 Balance at beginning of period $ 63 $ (20) $ — Realized gain (loss) recognized in non-interest income 22 33 — Balance at end of period $ 85 $ 13 $ — Quantitative information about the significant unobservable inputs within Level 3 recurring assets and liabilities is, as follows: Fair Value SignificantDecember 31, Valuation Unobservable Unobservable(in thousands, except ratios) 2025 Techniques Inputs Input Value Assets (Liabilities) Interest Rate Lock Commitment $ 98 Pull-through Rate Analysis Closing Ratio 96 % Pricing Model OriginationCosts, per loan $ 1.7 Discount Cash Flows MortgageServicing Asset 1.0 % Forward Commitments (14) Quoted prices for similarloans in active markets Freddie Macpricing system $100.7 to $103.4 Corporate bond 2,203 Discounted Cash Flows Discount Rate 7.39 % Cash Flows $0 to $2,203 Loss Severity 65 % Total $ 2,287 Fair Value Significant December 31, Valuation Unobservable Unobservable(in thousands, except ratios) 2024 Techniques Inputs Input Value Assets (Liabilities) Interest Rate Lock Commitment $ 85 Pull-through Rate Analysis Closing Ratio 93 % Pricing Model OriginationCosts, per loan $ 1.7 Discount Cash Flows MortgageServicing Asset 1.0 % Forward Commitments 13 Quoted prices for similarloans in active markets Freddie Macpricing system $99 to $102.9 Total $ 98
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Table of Contents 124 At the end of the second quarter 2025 the Company transferred a corporate bond with a fair value of $2.4 million into level 3 due to a change in the fair value technique to using a present value discounted cash flow approach. During the quarter ended September 30, 2025 the Company wrote down an additional $200 thousand resulting in a fair value of $2.2 million. This write down incorporated management’s current expectations about the timing and amount of future cash flows, which were adjusted for expected prepayments and credit-related losses. The revised cash flows were then discounted using the bond’s original effective interest rate. Unobservable inputs used in the fair value measurement included the discount rate, expected cash flows, and loss severity. There were no level 3 assets and liabilities that were measured at fair value on a recurring basis in 2024. Non-Recurring Fair Value Measurements We are required, on a non-recurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements in accordance with GAAP. The following is a summary of applicable non-recurring fair value measurements. Fair ValueYear Ended Measurement Date as of Dec 31, 2025 Dec 31, 2024 December 31, 2025 December 31, 2025 Level 3 Level 3 Total Level 3(in thousands) Inputs Inputs Gains (Losses) Inputs Assets Individually evaluated loans $ 5,686 $ 3,224 $ 2,462 December 2025 Capitalized servicing rights 6,832 7,285 (453) December 2025 Premises held for sale — 419 (419) December 2025 Total $ 12,518 $ 10,928 $ 1,590
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Table of Contents 125 Quantitative information about the significant unobservable inputs within Level 3 non-recurring assets as of December 31, 2025 and December 31, 2024 is as follows: (in thousands, except ratios) Fair Value December 31, 2025 Valuation Techniques Unobservable Inputs Range (Weighted Average) (a) Assets Individually evaluated loans Commercial Real Estate Owner Occupied $ 378 Fair value of collateral- appraised value Loss severity 33% to 60% Appraised value $250 to $975 Commercial Real Estate Non-Owner Occupied 1,985 Fair value of collateral- appraised value Loss severity 20% to 40% Appraised value $1,700 to $1,775 Commercial and Industrial 2,410 Fair value of collateral- appraised value Loss severity 5% to 80% Appraised value $212 to $1,112 Residential Real Estate 318 Fair value of collateral- appraised value Loss severity 20% Appraised value $240 Home Equity 119 Fair value of collateral- appraised value Loss severity 20% Appraised value $442 Residential Real Estate 476 Discounted cash flow Discount rate 4.00% to 4.99% Cash flows $476 to $481 Capitalized servicing rights 6,832 Discounted cash flow Constant prepayment rate 8.97% Discount rate 9.62% Total $ 12,518 (a) Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to individuals properties.
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Table of Contents 126 (in thousands, except ratios) Fair Value December 31, 2024 Valuation Techniques Unobservable Inputs Range (Weighted Average) (a) Assets Individually evaluated loans Commercial Real Estate Owner Occupied$ 686 Fair value of collateral-appraised value Loss severity 10% Appraised value $1,260 Commercial Real Estate Non-Owner Occupied184 Fair value of collateral-appraised value Loss severity 33% Appraised value $550 Commercial and Industrial 691 Fair value of collateral-appraised value Loss severity 45% to 65% Appraised value $632 to $852 Residential Real Estate 1,172 Fair value of collateral-appraised value Loss severity 10% to 65% Appraised value $257 to $670 Residential Real Estate 491 Discount cash flow Discount rate 4.00% to 4.99% Cash flows $497 to $501 Capitalized servicing rights 7,285 Discounted cash flow Constant prepayment rate 6.52% Discount rate 10.06% Premises held for sale 419 Fair value of asset less selling costs Appraised value $440 Selling Costs 5% Total $ 10,928 (a) Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to individuals properties. There were no Level 1 or Level 2 non-recurring fair value measurements for the periods ended December 31, 2025 and December 31, 2024.
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Table of Contents 127 Individually evaluated loans. Loans are generally not recorded at fair value on a recurring basis. Periodically, we record non-recurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Non-recurring adjustments can also include certain impairment amounts for collateral-dependent loans calculated when establishing the ACL. Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation amount does not necessarily represent the fair value of the loan. Real estate collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace. However, the choice of observable data is subject to significant judgment, and there are often adjustments based on judgment in order to make observable data comparable and to consider the impact of time, the condition of properties, interest rates, and other market factors on current values. Additionally, commercial real estate appraisals frequently involve discounting of projected cash flows, which relies inherently on unobservable data. Therefore, non- recurring fair value measurement adjustments relating to real estate collateral have generally been classified as Level 3. Estimates of fair value for other collateral supporting commercial loans are generally based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3. Capitalized loan servicing rights. A loan servicing right asset represents the amount by which the present value of the estimated future net cash flows to be received from servicing loans exceed adequate compensation for performing the servicing. The fair value of loan servicing rights is estimated using a present value cash flow model. The most important assumptions used in the valuation model are the anticipated rate of the loan prepayments and discount rates. Adjustments are only recorded when the discounted cash flows derived from the valuation model are less than the carrying value of the asset. Although some assumptions in determining fair value are based on standards used by market participants, some are based on unobservable inputs and therefore are classified in Level 3 of the valuation hierarchy. Other real estate owned or OREO. OREO results from the foreclosure process on residential or commercial loans issued by the Company. Upon assuming the real estate, we record the property at the fair value of the asset less the estimated sales costs. Thereafter, OREO properties are recorded at the lower of cost or fair value less the estimated sales costs. OREO fair values are primarily determined based on Level 3 data including sales comparables and appraisals. There was no other real estate owned as of December 31, 2025 and 2024. Premises held for sale. Assets held for sale, identified as part of our strategic review and branch optimization exercise, were transferred from premises and equipment at the lower of amortized cost or fair value less the estimated sales costs. Assets held for sale fair values are primarily determined based on Level 3 data including sales comparables and appraisals.
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Table of Contents 128 Summary of Estimated Fair Values of Financial Instruments The estimated fair values, and related carrying amounts, of our financial instruments are included in the table below. Certain financial instruments and all non-financial instruments are excluded from disclosure requirements. Accordingly, the aggregate fair value amounts presented herein may not necessarily represent the underlying fair value of the Company. December 31, 2025 Carrying Fair (in thousands) Amount Value Level 1 Level 2 Level 3 Financial Assets Cash and cash equivalents $ 80,837 $ 80,837 $80,837 $ — $ — Available-for-sale debt securities 597,424 597,424 — 595,221 2,203 FHLB stock 11,308 n/a n/a n/a n/a Loans held for sale 5,283 5,283 — 5,283 — Net loans 3,571,807 3,505,278 — — 3,505,278 Accrued interest receivable 15,047 15,047 13 3,496 11,538 Derivative assets 8,806 8,806 — 8,708 98 Financial Liabilities Non-maturity deposits $2,908,688 $2,740,925 $ — $2,740,925 $ — Time deposits 912,594 910,213 — 910,213 — Securities sold under agreements to repurchase 4,801 4,801 — 4,801 — FHLB advances 212,016 211,988 — 211,756 232 Subordinated borrowings 52,825 49,746 — 49,746 — Accrued interest payable 6,256 6,256 — 6,256 — Derivative liabilities 6,684 6,684 — 6,670 14 December 31, 2024 Carrying Fair (in thousands) Amount Value Level 1 Level 2 Level 3 Financial Assets Cash and cash equivalents $ 72,162 $ 72,162 $72,162 $ — $ — Available-for-sale debt securities 521,018 521,018 — 521,018 — FHLB stock 12,237 12,237 — 12,237 — Loans held for sale 1,235 1,235 — 1,235 — Net loans 3,147,096 2,999,290 — — 2,999,290 Accrued interest receivable 3,974 3,974 — 3,974 — Cash surrender value of bank-owned life insurance policies 81,858 81,858 — 81,858 — Derivative assets 18,857 18,857 — 18,759 98 Financial Liabilities Non-maturity deposits $2,437,414 $2,282,389 $ — $2,282,389 $ — Time deposits 830,274 828,068 — 828,068 — Securities sold under agreements to repurchase 7,062 7,062 — 7,062 — FHLB advances 242,919 242,779 — 242,779 — Subordinated borrowings 40,620 46,070 — 46,070 — Derivative liabilities 16,565 16,565 — 16,565 —
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Table of Contents 129 NOTE 16. REVENUE FROM CONTRACTS WITH CUSTOMERS We have accounted for the various non-interest revenue streams and related contracts under ASC 606. Disaggregation of Revenue The following tables present disaggregation of our non-interest revenue by major business line and timing of revenue recognition for the transfer of products or services: Year Ended December 31, (in thousands) 2025 2024 2023 Non-interest income within the scope of ASC 606: Trust management fees $ 14,270 $ 13,846 $ 12,766 Financial services fees 1,796 1,855 1,517 Interchange fees 8,268 7,727 7,845 Customer deposit fees 6,465 6,046 6,280 Other customer service fees 1,234 1,066 1,043 Total non-interest income within the scope of ASC 606 32,033 30,540 29,451 Total non-interest income not within the scope of ASC 606 2,423 6,348 5,622 Total non-interest income $ 34,456 $ 36,888 $ 35,073 Year Ended December 31, (in thousands) 2025 2024 2023 Timing of Revenue Recognition Products and services transferred at a point in time $ 16,736 $ 15,757 $ 15,751 Products and services transferred over time 15,297 14,783 13,700 Total $ 32,033 $ 30,540 $ 29,451 Trust Management Fees The trust management business generates revenue through a range of fiduciary services including trust and estate administration, financial advice, and investment management to individuals, businesses, not-for-profit organizations, and municipalities. These fees are primarily earned over time as we charge our customers on a monthly or quarterly basis in accordance with investment advisory agreements. Fees are generally assessed based on a tiered scale of the accounts market value. Certain fees, such as bill paying fees, distribution fees, real estate sale fees, and supplemental tax service fees, are recorded as revenue at a point in time upon the completion of the service. Financial Services Fees Bar Harbor Financial Services is a branch office of Osaic, an independent registered broker dealer offering securities and insurance products not affiliated with the Company or its subsidiaries. We have a revenue sharing agreement with Osaic for any financial service fee income generated. Financial services fees are recognized at a point in time upon the completion of service requirements. Interchange Fees We earn interchange fees from transaction fees that merchants pay whenever a customer uses a debit card to make a purchase from their store. The fees are paid to the card-issuing bank to cover handling costs, fraud, bad debt costs and the risk involved in approving the payment. Interchange fees are generally recognized as revenue at a point in time upon the completion of a debit card transaction. Customer Deposit Fees The customer deposit business offers a variety of deposit accounts with a range of interest rates, fee schedules and other terms, which are designed to meet the customer's financial needs. Additional depositor-related services provided to customers include ATM, bank-by-phone, internet banking, internet bill pay, mobile banking, and other cash management services which include remote deposit capture, ACH origination, and wire transfers. These customer deposit fees are generally recognized at a point in time upon the completion of the service.
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Table of Contents 130 Other Customer Service Fees We have certain incentive and referral fee arrangements with independent third parties in which fees are earned for new account activity, product sales, or transaction volume generated for the respective third parties. We also earn a percentage of the fees generated from third-party credit card plans promoted through the Bank. Revenue from these incentive and referral fee arrangements is recognized over time using the right to invoice measure of progress. Contract Balances with Customers The following table provides information about contract assets or receivables and contract liabilities or deferred revenues from contracts with customers: (in thousands) December 31, 2025December 31, 2024 Balances from contracts with customers only: Other Assets $ 1,541 $ 1,479 Other Liabilities 3,340 1,360 The timing of revenue recognition, billings and cash collections results in contract assets or receivables and contract liabilities or deferred revenue on the Consolidated Balance Sheets. For most customer contracts, fees are deducted directly from customer accounts and, therefore, there is no associated impact on the accounts receivable balance. For certain types of service contracts, we have an unconditional right to consideration under the service contract and an accounts receivable balance is recorded for services completed. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Costs to Obtain and Fulfill a Contract We currently expense contract costs for processing and administrative fees for debit card transactions. We also expense custody fees and transactional costs associated with securities transactions as well as third party tax preparation fees. We have elected the practical expedient in ASC 340-40-25-4, whereby we recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets we otherwise would have recognized is one year or less. NOTE 17. LEASES A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Most of our leases are for branches, ATM locations, and office space and have terms extending through 2040. All leases are classified as operating leases, and are recognized on the Consolidated Balance Sheets as a right-of-use (“ROU”) asset with a corresponding lease liability. The following table presents the consolidated statements of condition classification of the ROU assets and lease liabilities: (in thousands) Classification December 31, 2025 December 31, 2024 Lease Right-of-Use Assets Operating lease right-of-use assets Other assets $ 9,251 $ 8,586 Lease Liabilities Operating lease liabilities Other liabilities 9,990 9,240 The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used for the present value of the minimum lease payments. The lease agreements often include one or more options to renew at our discretion. If at lease inception, we consider the exercising of a renewal option to be reasonably certain, we will include the extended term in the calculation of the ROU asset and lease liability.
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Table of Contents 131 The following table presents the weighted average lease term and discount rate of the leases: December 31, 2025 December 31, 2024 Weighted-average remaining lease term (in years) Operating leases 10.94 11.74 Weighted-average discount rate Operating leases 3.15% 2.83% The following table represents lease costs and other lease information. As we have elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as real estate taxes, common area maintenance and utilities. For the Years Ended December 31, (in thousands) 2025 2024 2023 Lease Costs Operating lease cost $ 1,655 $ 1,647 $ 1,343 Variable lease cost 329 20 485 Total lease cost $ 1,984 $ 1,667 $ 1,828 Supplemental cash flow information related to leases was as follows: Cash paid for amounts included in the measurement of operating lease liabilities $ 1,570 $ 1,471 $ 1,436 Right-of-use assets obtained in exchange for new operating lease obligations 2,124 — — Future minimum payments for operating leases with initial or remaining terms of one year or more as of December 31, 2025 are, as follows: (in thousands) Payments Twelve Months Ended: December 31, 2026 $ 1,687 December 31, 2027 1,575 December 31, 2028 1,233 December 31, 2029 962 December 31, 2030 725 Thereafter 4,881 Total future minimum lease payments 11,063 Amounts representing interest (1,073) Present value of net future minimum lease payments $ 9,990
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Table of Contents 132 NOTE 18. CONDENSED FINANCIAL STATEMENTS OF PARENT COMPANY The condensed balance sheets of Bar Harbor Bankshares as of December 31, 2025 and 2024, and the condensed statements of income and cash flows for the years ended December 31, 2025, 2024 and 2023 are presented below: CONDENSED BALANCE SHEETS December 31, (in thousands) 2025 2024 Assets Cash $ 12,810 $ 7,127 Investment in subsidiaries 573,924 493,692 Premises and equipment 758 804 Other assets 5,243 4,905 Total assets $ 592,735 $ 506,528 Liabilities and Shareholders’ Equity Subordinated notes $ 52,825 $ 40,620 Accrued expenses 7,369 7,480 Shareholders’ equity 532,541 458,428 Total liabilities and shareholders’ equity $ 592,735 $ 506,528 CONDENSED STATEMENTS OF INCOME Years Ended December 31, (in thousands) 2025 2024 2023 Income: Dividends from subsidiaries $ 26,104 $ 35,935 $ 23,156 Other income 1,480 1,176 1,142 Total income 27,584 37,111 24,298 Interest expense 4,303 3,721 3,691 Non-interest expense 6,952 6,852 5,834 Total expense 11,255 10,573 9,525 Income before taxes and equity in undistributed income of subsidiaries 16,329 26,538 14,773 Income tax benefit (2,175) (2,218) (1,985) Income before equity in undistributed income of subsidiaries 18,504 28,756 16,758 Equity in undistributed income of subsidiaries 18,415 14,788 28,094 Net income $ 36,919 $ 43,544 $ 44,852 Comprehensive income for the holding company approximated comprehensive income for the consolidated company for the year ended December 31, 2025.
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Table of Contents 133 CONDENSED STATEMENTS OF CASH FLOWS Years Ended December 31, (in thousands) 2025 2024 2023 Cash flows from operating activities: Net income $ 36,919 $ 43,544 $ 44,852 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Equity in undistributed income of subsidiaries (18,415) (14,788) (28,094) Other, net 3,836 2,015 (1,537) Net cash provided by operating activities 22,340 30,771 15,221 Cash flows from investing activities: Acquisitions, net of cash paid 4,574 — — Purchase of securities — — — Capital contribution to subsidiary — 4,000 — Other, net — 7 — Net cash provided by investing activities 4,574 4,007 — Cash flows from financing activities: Proceeds from issuance of subordinated debt — — — Repayment of subordinated debt — (20,000) — Net (issuance) proceeds from common stock (827) 2,287 1,845 Net proceeds from reissuance of treasury stock — — — Common stock cash dividends paid (20,404) (17,788) (16,566) Net cash used in financing activities (21,231) (35,501) (14,721) Net change in cash and cash equivalents 5,683 (723) 500 Cash and cash equivalents at beginning of year 7,127 7,850 7,350 Cash and cash equivalents at end of year $ 12,810 $ 7,127 $ 7,850 NOTE 19. SUBSEQUENT EVENTS There were no significant subsequent events between December 31, 2025 and through the date the financial statements are issued. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.
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Table of Contents ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures: The Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this Annual Report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures designed to ensure that the information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and are operating in an effective manner. Management Report on Internal Control over Financial Reporting: Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on its assessment, management believes that as of December 31, 2025, the Company’s internal control over financial reporting is effective, based on the criteria set forth by COSO in Internal Control – Integrated Framework (2013). The Company’s independent registered public accounting firm has issued an audit report on the effectiveness of the Company’s internal control over financial reporting. This audit report appears within Item 8 of this Annual Report. Changes in Internal Control Over Financial Reporting: No change in the internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the last fiscal year that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. ITEM 9B. OTHER INFORMATION Trading Arrangements During the quarter ended December 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as such terms are defined in Item 408(a) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. None.
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Table of Contents 135 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information required in response to this Item 10 is incorporated herein by reference to the Company’s Definitive Proxy Statement relating to the 2026 Annual Meeting of Shareholders (the “2026 Proxy Statement”) to be filed with the SEC pursuant to Regulation 14A of the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report and is incorporated herein by reference. The Company has adopted the Bar Harbor Bankshares and Subsidiaries Insider Trading and Securities Policy and related procedures governing the purchase, sale, and/or other disposition of its securities by its directors, officers, and employees that the Company believes are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable NYSE listing standards. A copy of the Bar Harbor Bankshares and Subsidiaries Insider Trading and Securities Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable NYSE listing requirements. ITEM 11. EXECUTIVE COMPENSATION The information called for by this item is set forth in our 2026 Proxy Statement, and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information called for by this item is set forth in our 2026 Proxy Statement, and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information called for by this item is set forth in our 2026 Proxy Statement, and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information called for by this item is set forth in our 2026 Proxy Statement, and is incorporated herein by reference.
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Table of Contents 136 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 1. All Financial Statements The consolidated financial statements of the Company and report of the Company’s independent registered public accounting firm incorporated herein are included in Item 8 of this Annual Report as follows: Item Page Report of Independent Registered Public Accounting Firms (PCAOB ID: 173 and 49) 57 Consolidated Balance Sheets 58 Consolidated Statements of Income 59 Consolidated Statements of Comprehensive Income 60 Consolidated Statements of Changes in Shareholders’ Equity 61 Consolidated Statements of Cash Flows 62 Notes to Consolidated Financial Statements 64 2. Financial Statement Schedules. Schedules have been omitted because they are not applicable or are not required under the instructions contained in Regulation S-X or because the information required to be set forth therein is included in the consolidated financial statements or notes thereto. EXHIBIT INDEX Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of March 11, 2025, between Bar Harbor Bankshares and Guaranty Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on March 11, 2025) 3.1 Articles of Incorporation, as amended to date (incorporated herein by reference to Exhibit 3.1 to the Quarterly Report to Form 10-Q filed on November 5, 2015) 3.2 Amended and Restated Bylaws of Bar Harbor Bankshares (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 18, 2020) 4.1 Certificate of Designations, Fixed Rate Cumulative Perpetual Preferred Stock, Series A (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 21, 2009) 4.2 Form of Specimen Stock Certificate for Series A Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on January 21, 2009) 4.3 Debt Securities Purchase Agreement (incorporated herein by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed on March 16, 2009) 4.4 Form of Subordinated Debt Security of Bar Harbor Bank & Trust (incorporated herein by reference to Exhibit 4.6 to the Annual Report on Form 10-K filed on March 16, 2009) 4.5 Description of Company Common Stock (incorporated herein by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on August 7, 2015) 4.6* Indenture, dated as of November 26, 2019, by and between Bar Harbor Bankshares and U.S. Bank, National Association. (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on November 26, 2019)
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Table of Contents Exhibit No. Description 4.7 Form of 4.625% Fixed-to-floating Subordinated Note due 2029 of Bar Harbor Bankshares (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on November 26, 2019) 10.1† Bar Harbor Bankshares Executive Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 21, 2018) 10.2† Bar Harbor Bankshares Executive Change in Control Severance Plan Participation Agreement (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 21, 2018) 10.3† Employment Agreement, dated as of February 22, 2018, between Bar Harbor Bankshares, Bar Harbor Bank & Trust and Curtis C. Simard (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 22, 2018) 10.4† Employment Agreement, dated as of March 8, 2024, between Bar Harbor Bankshares, Bar Harbor Bank & Trust and Josephine Iannelli (incorporated herein by reference to Exhibit 10.4 to the Annual Report on Form 10-K filed on March 11, 2024) 10.5† 2022 through 2024 Long Term Executive Incentive Program Guidelines (incorporated herein by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed on March 14, 2023) 10.6† 2023 through 2025 Long Term Executive Incentive Program Guidelines (incorporated herein by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed on March 14, 2023) 10.7† 2024 through 2026 Long Term Executive Incentive Program Guidelines (incorporated herein by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed on March 11, 2025) 10.8† 2025 through 2027 Long Term Executive Incentive Program Guidelines (incorporated herein by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed on March 11, 2025) 10.9†** 2026 through 2028 Long Term Executive Incentive Program Guidelines 10.10† 2024 Executive Annual Incentive Program (incorporated herein by reference to Exhibit 10.10 to the Annual Report on Form 10-K filed on March 11, 2025) 10.11†** 2025 Executive Annual Incentive Program 10.12†** 2026 Executive Annual Incentive Program 10.13† Bar Harbor Bankshares and Subsidiaries Equity Incentive Plan of 2015 (incorporated herein by reference to Exhibit 10 to the Current Report on Form 8-K filed on May 22, 2015) 10.14† Form of Incentive Stock Option Agreement under Equity Incentive Plan of 2015.Form of Restricted Stock Agreement (Directors) under Equity Incentive Plan of 2015 (incorporated herein by reference to Exhibit 10.2 to the Registration Statement on Form S-8 filed on August 18, 2015) 10.15† Form of Restricted Stock Agreement (Directors) under Equity Incentive Plan of 2015 (incorporated herein by reference to Exhibit 10.3 to the Registration Statement on Form S-8 filed on August 18, 2015) 10.16† Form of Restricted Stock and Performance-Based Restricted Stock Unit Agreement under Equity Incentive Plan of 2015 (incorporated herein by reference to Exhibit 10.4 to the Registration Statement on Form S-8 filed on August 18, 2015) 10.17† Bar Harbor Bankshares 2019 Equity Plan (incorporated herein by reference to Appendix B to the Company’s Definitive Proxy Statement on Form DEF 14A dated April 15, 2019)
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Table of Contents 138 Exhibit No. Description 10.18 Bar Harbor Bankshares 2018 Employee Stock Purchase Plan (Appendix B to the Company’s Definitive Proxy Statement on Form DEF 14A dated April 3, 2018) 10.19† Form of Restricted Stock and Performance-Based Restricted Stock Unit Agreement under Bar Harbor Bankshares 2019 Equity Plan (incorporated herein by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed on March 14, 2023) 10.20† Form of Subordinated Note Purchase Agreement, dated as of November 26, 2019, by and among Bar Harbor Bankshares and the several purchasers of 4.625% Fixed-to-Floating Subordinated Notes due 2029 (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 26, 2019) 10.20 Somesville Bank Branch Lease dated October 27, 2005 (incorporated herein by reference to Exhibit 10 to the Annual Report on Form 10-K filed on March 16, 2006) 19.1 Bar Harbor Bankshares and Subsidiaries Insider Trading and Securities Policy (incorporated herein by reference to Exhibit 19.1 to the Annual Report on Form 10-K filed on March 11, 2025) 21.1 Subsidiaries of the Registrant (incorporated herein by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed on March 14, 2023) 23.1** Consent of Independent Registered Public Accounting Firm, Crowe LLP 23.2** Consent of Independent Registered Public Accounting Firm, RSM US LLP 31.1** Certification of Chief Financial Officer under Rule 13a-14(a)/15d-14(a) 31.2** Certification of Chief Financial Officer under Rule 13a-14(a)/15d-14(a) 32.1*** Certification of Chief Executive Officer under 18 U.S.C. Sec. 1350. 32.2*** Certification of Chief Financial Officer under 18 U.S.C. Sec. 1350. 97 Bar Harbor Bankshares Incentive-Based Compensation Recovery Policy (incorporated herein by reference to Exhibit 97 to the Annual Report on Form 10-K filed on March 11, 2024) 101** The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 is formatted in inline XBRL: (i) Consolidated Condensed Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Changes in Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Notes to the Consolidated Condensed Financial Statements 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101) * Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S- K. The registrant will furnish a copy of any omitted schedule to the Securities and Exchange Commission upon request. † Indicates management contract or compensatory plan. ** Filed herewith. ***Furnished herewith. ITEM 16. FORM 10-K SUMMARY None.
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Table of Contents 139 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. Date: March 12, 2026 /s/ Curtis C. Simard Name: Curtis C. Simard Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below on March 10, 2026 by the following persons on behalf of the Registrant and in the capacities indicated. /s/ Matthew L. Caras /s/ Curtis C. Simard Matthew L. Caras, Chairman, Board of Directors Curtis C. Simard, Director President & Chief Executive Officer (Principal Executive Officer) /s/ Daina H. Belair /s/ Josephine Iannelli Daina H. Belair, Director Josephine Iannelli Executive Vice President and Chief Financial Officer (Principal Financial and Principal Accounting Officer) /s/ David M. Colter /s/ Brian D. Shaw David M. Colter, Director Brian D. Shaw, Director /s/ Lauri E. Fernald /s/ James E. Graham Lauri E. Fernald, Director James E. Graham, Director /s/ Heather D. Jones /s/ Kenneth E. Smith Heather D. Jones, Director Kenneth E. Smith, Director /s/ Debra B. Miller /s/ Scott G. Toothaker Debra B. Miller, Director Scott G. Toothaker, Director
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Exhibit 10.9 2026 - 2028 Long Term Executive Incentive Program Guidelines This document summarizes the elements and features of Bar Harbor Bankshares (“BHB”) 2026-2028 Long Term Executive Incentive Program (“LTEIP”). Awards under the LTEIP are granted under the Bar Harbor Bankshares 2019 Equity Plan (the “Plan”) and are subject to the terms and conditions of the Plan and any applicable Award Agreement entered into thereunder. Capitalized terms used but not defined herein shall have the meanings ascribed in the Plan. Individually and collectively, BHB believes the executive team has the ability to influence and drive BHB’s success. The LTEIP is designed to reward executives for driving BHB’s success. The objectives of the LTEIP are to: ● Align the interests of our executives with shareholder interests; ● Increase executive stock ownership/holdings; ● Ensure sound risk management by providing a balanced view of performance and aligning rewards with the time horizon of risk; ● Position BHB’s total compensation to be competitive with market for meeting performance goals; ● Motivate and reward long-term sustained performance; and ● Enable BHB to attract and retain talent needed to drive BHB’s success. Eligibility ● Eligibility to participate in the LTEIP is limited to named executive officers and selected Senior Executive Team (“SET”) members nominated by the CEO and approved by the Compensation and Human Resources Committee of the Board of Directors (the “Committee”). ● Participants must be an active employee as of the vesting date to receive an award unless otherwise approved by the Committee. Program Components and Opportunity Grants under the LTEIP will consist of a combination of time-vesting Restricted Stock and performance- vesting Restricted Stock Units. ● Time-vested Restricted Stock (“TRS”) supports executive ownership and retention objectives. TRS grants will vest in equal installments over three years on April 23, 2027, April 23, 2028 and April 23, 2029 (e.g. 1/3 per year). ● Performance-vested Restricted Stock Units (“PRSUs”) promote pay for performance since the awards only vest when predefined performance goals are met. PRSU grants will vest, if at all, after three year performance period ends, on April 23, 2029, if the performance measures established by the Committee are met. In general, LTEIP awards will be granted for the participants in the target amounts presented in the table below; however, the amount actually granted to a participant may vary from the target (e.g., +/-20%), as determined by the Committee, as necessary, to reflect BHB’s performance, business environment, affordability and individual performance and contribution. Once the Committee determines the grant amounts, the awards will be allocated among TRS and PRSUs based on the LTEIP mix presented in the table below.
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2 Participants Total LTEIP Target (% of Salary) LTEIP Mix (% of LTEIP Target) TRS PRSUs CEO/President 65% 40% 60% EVP CFO 40% 50% 50% All other members of SET 35% 50% 50% The ultimate value of the TRSs will reflect the stock price appreciation between the date of grant and the vesting date (e.g., April 23rd of 2027, 2028 and 2029). On the other hand, the ultimate value of PRSUs will reflect the Company’s future performance (i.e., 3-years) based on defined performance goals as well as stock price appreciation between the date of grant and the vesting date (e.g., April 23, 2029). The amount of PRSUs that vest can vary between 0% if goals not met or 50% and 150% of the number of PRSUs granted based on whether threshold or stretch performance goals are met. Actual vesting amounts are interpolated between threshold and stretch and will vary from the number of shares granted in each year. Award Agreements will be provided to each participant upon grant and will specify the terms and conditions of the grant. Performance Measures for PRSUs The performance goal(s) are reviewed and approved by the Committee and targets and ranges are set consistent with business plans and expectations. The performance metrics for the PRSUs for the 2026-2028 performance cycle will be set forth in the applicable Award Agreements. For the 2026-2028 performance cycle, Relative Core Return on Assets (“Core ROA”) and Relative Core Return on Equity (“Core ROE”) (each, as defined in the applicable Award Agreements), split equally, have been selected as the performance measures considering BHB’s strategic plan, growth strategy, as well as alignment with shareholder interests. The performance measures will be assessed on a relative basis compared to companies in an index defined at the start of the performance period. Appendix A sets forth the Custom Industry Index of component banks for the 2026 - 2028 performance cycle. The Custom Industry Index includes exchange-traded banks and thrifts with Assets between $2.0B and $10B and headquarters in Northeast and Mid-Atlantic, excluding Puerto Rico. If any banks on the Custom Industry Index are de-registered or acquired as of the end of the performance period, they will be removed for the entire performance period and will not be replaced. The table below reflects how the performance measures will be applied to the PRSUs for the 2026-2028 performance cycle. For this purpose, Core ROA and Core ROE measures will be calculated using percentile rank of 3-year average Core ROA and Core ROE.
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3 Performance Measure Wt. Below Threshold Threshold Target Stretch 3-year average Core ROA - relative to Custom Industry Index 50% <25% percentile 25th percentile 50th percentile 75th percentile and above 3-year average Core ROE - relative to Custom Industry Index 50% <25% percentile 25th percentile 50th percentile 75th percentile and above Payout (% Grant Awarded) 0% 50% 100% 150% Summary of Terms and Conditions Effective Date This LTEIP is effective January 1, 2026 to reflect a performance period of January 1, 2026 to December 31, 2028. The LTEIP will be reviewed annually by the Committee and Executive Management to ensure proper alignment with BHB’s business objectives. The Committee retains the right to amend or modify the LTEIP. The established performance measurements are intended to remain constant for the three-year performance period. This LTEIP will remain in effect until December 31, 2028. Program Administration The LTEIP is authorized and approved by the Committee. The Committee has the sole authority to interpret the LTEIP and to make or nullify any rules and procedures, as necessary, for proper administration. Any determination by the Committee will be final and binding on all participants. Program Changes or Discontinuance BHB has developed the LTEIP based on existing business, market and economic conditions; current services; and staff assignments. If substantial changes occur that affect these conditions, BHB may add to, amend, modify or discontinue any of the terms or conditions of the LTEIP at any time. New Hires, Promotions, and Transfers An executive who is promoted or hired into the approved participant group generally will be eligible for a pro- rated award under the LTEIP (based on the years in the performance period the new entrant participates in the plan), including for the year in which he/she is hired or promoted, provided that his/her date of hire or promotion is on or prior to June 30th of such year (based on the months the new entrant participates in the current year plan). Termination of Employment To encourage employees to remain in the employment of BHB, a participant must be an active employee of BHB on the day the award is vests If a participant is terminated by BHB, participation under the program is forfeited in its entirety. If a participant voluntarily leaves BHB at any time during the performance period including the period before the award is vested, s/he will not be eligible for payment.
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4 Participants who have willfully engaged in any activity, injurious to the BHB, will upon termination of employment, death, or retirement, forfeit any incentive award earned during a performance period in which the termination occurred. The Committee reserves the right to make a decision on whether or not to pay a pro-rated share of any incentive earned for the performance period in question. Disability, Death, or Retirement In the event a participant terminates employment prior to an award vesting because of death or Disability (as defined in the applicable Award Agreement), a pro-rated portion of the shares underlying the participant’s award will become vested, as of the participant’s effective date of termination, provided that the vesting of any PRSUs shall be based on the target number of PRSUs awarded to the participant. In the event a participant terminates employment prior to an award vesting because of Retirement (as defined in the applicable Award Agreement), a pro-rated portion of the shares underlying any TRS award will become vested as of the participant’s effective date of termination and a pro-rated portion of the shares underlying any PRSUs will become vested following the end of the performance period based on the achievement of the relevant performance metrics (as described in the applicable Award Agreement). Change of Control In the event of a Change in Control in which Awards are not assumed, converted or replaced, and subject to continuous Service through the effective time of the Change in Control, time-based grants will vest at 100% and Performance-based grants will vest at 100% of Target. Payment will be made as soon as administratively possible after the Change of Control event is finalized. A Change of Control event will be determined as defined in BHB’s currently executed Executive Change in Control Severance Plan and employment contracts. Ethics and Interpretation If there is any ambiguity as to the meaning of any terms or provisions of this LTEIP or any questions as to the correct interpretation of any information contained therein, BHB’s interpretation expressed by the Board of Directors will be final and binding. Clawback In the event that BHB is required to prepare an accounting restatement due to error, omission, or fraud (as determined by the members of the Board of Directors who are considered “independent” for purposes of the listing standards of the NYSE American each plan participant shall reimburse BHB for part or the entire incentive award made to such plan participant on the basis of having met or exceeded specific targets for the performance periods. For purposes of the LTEIP, the term “incentive awards” means awards made under the BHB’s LTEIP, the amount of which is determined in whole or in part upon specific performance targets relating to the financial results of BHB. BHB may seek to reclaim incentives within a three-year period of the incentive payout. In addition, the altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject the employee to disciplinary action up to and including termination of employment. In addition, any incentive compensation as provided by the LTEIP to which the employee would otherwise be entitled will be revoked even though an accounting reinstatement may not be required. Miscellaneous The LTEIP will not be deemed to give any participant the right to be retained in the employ of BHB, nor will the LTEIP interfere with the right of BHB to discharge any participant at any time.
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5 In the absence of an authorized, written employment contract, the relationship between employees and BHB is one of at-will employment. The LTEIP does not alter the relationship. This LTEIP and the transactions and payments hereunder shall, in all respect, be governed by, and construed and enforced in accordance with the laws of the State of Maine. Each provision in this LTEIP is severable, and if any provision is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby. The LTEIP is proprietary and confidential to BHB and its employees and should not be shared outside the organization except as authorized by the Committee for public disclosure documents. In the event of a conflict between this summary and the terms of the Plan pursuant to which the awards may be granted, or the Award Agreements, the Plan or the Award Agreements, as applicable, will govern.
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Exhibit 10.11 2025 Executive Annual Incentive Program Bar Harbor Bankshare’s (“BHB”) Annual Incentive Program is designed to recognize and reward executives for their collective contributions to BHB’s success. Our program focuses on rewarding the achievement of specific Key Performance Indicators (“KPIs”) that are critical to BHB’s growth and profitability. Individually and collectively, we believe our executive team has the ability to influence and drive our success. Our program is designed to reward our executives for driving BHB’s success. This document summarizes the elements and features of the program. In short, the objectives of this incentive program are to: Focus executive attention on key business metrics. Align pay with organizational and individual performance. Encourage teamwork and collaboration across all areas of BHB. Motivate and reward the achievement of specific, measurable performance objectives. Provide competitive total cash compensation. Provide significant reward for achieving and exceeding performance results. Enable BHB to attract and retain the talent needed to drive success. Eligibility ● Eligibility will be limited to executive positions the Board has identified as having a significant impact on the success of the organization. ● New employees and newly promoted employees will receive pro-rated awards based on date of hire or dates of eligibility into the management team or by the Compensation and Human Resources Committee (“Compensation Committee”) vote. ● Participants must be an active employee as of the reward payout date to receive an award unless otherwise approved by the Compensation Committee. ● Participant’s performance must be in good standing for the measurement period. Performance Period The performance period and program operates on a calendar year basis (January 1st – December 31st). Actual payout awards are made in cash following year-end after BHB’s financial results and performance have been audited and confirmed. Incentive Payout Opportunity Each participant will have a target incentive opportunity based on his/her role. The target incentive will reflect a percentage of the base salary of participants and be determined consistent with competitive market practices. The pool will be funded through Threshold-Target-and Stretch achievements of pre-determined KPIs. Each individual KPI achievement will be calculated using a pre-approved percentage range approved by the Compensation Committee based on the executive’s position.
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The following table summarizes the incentive ranges for the 2025 calendar year. Table 1 2025 Short-Term Incentive Targets Role Below Threshold Threshold @ 50% Target @ 100% Stretch @ 150% CEO/President 0% 27.5% 55.0% 82.5% EVP CFO & EVP CLO 0% 20.0% 40.0% 60.0% All other SET participants 0% 17.5% 35.0% 52.5% Incentive Plan Measures The program will have pre-defined performance KPIs that will determine funding contributions to the pool. KPIs will be weighted to reflect desired focus and contribution to the success of the Company. BHB Performance BHB KPIs for 2025 will be Net Income, Efficiency Ratio, Asset Quality (NPL/TLoans), and Strategic Initiatives. The table below shows the KPIs at Threshold, Budget and Stretch for 2025. Table II Company Performance KPI’s Measures Threshold Target Stretch Net Income* (millions) 93% Budget 110% Efficiency Ratio >200 bps Budget <200 bps Asset Quality Measure - NPLs 133% Budget 83% Strategic Initiatives N/A N/A N/A * Net Income Available to Common Shareholders and measures adjusted to carve out project expenses for 2025. Plan Trigger In order for the Annual Incentive Program to ‘activate’ or turn on, Bar Harbor must achieve at least 93% of Budgeted Net Income (adjusted for project expenses). If BHB does not meet this Net Income level, the program will not pay out any awards for the year, regardless of performance on other KPIs. Payouts Payouts will be made in cash as soon as reasonably possible after the closing of BHB’s financials each year. Awards are calculated based on actual performance relative to target. Payouts are assessed by component such that one KPI may achieve Stretch and another may achieve only Threshold. Actual payouts for each KPI will be pro-rated between Threshold, Target and Stretch levels to reward incremental improvement.
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Terms and Conditions Effective Date This program is effective January 1, 2025 to reflect calendar year January 1, 2025 to December 31, 2025. The program will be reviewed annually by the BHB’s Compensation Committee and Executive Management to ensure proper alignment with BHB’s business objectives. BHB retains the rights as described below to amend, modify or discontinue the program at any time during the specified period. The incentive program will remain in effect until December 31, 2025. Program Administration The program is authorized and voted by the Compensation Committee. The Compensation Committee has the sole authority to interpret the program and to make or nullify any rules and procedures, as necessary, for proper administration. Any determination by the Committee will be final and binding on all participants. Program Changes or Discontinuance BHB has developed the program based on existing business, market and economic conditions. If substantial changes occur that affect these conditions, BHB may add to, amend, modify or discontinue any of the terms or conditions of the Program at any time. The Compensation and Human Resources Committee may, at its sole discretion, waive, change or amend the plan as it deems appropriate. Incentive Award Payments Awards will be calculated using the participant’s base salary for the performance year. Incentive awards will be considered taxable income to participants in the year paid and will be subject to withholding for required income and other applicable taxes. Any rights accruing to a participant or his/her beneficiary under the program shall be solely those of an unsecured general creditor of BHB. Nothing contained in the program, and no action taken pursuant to the provisions hereof, will create or be construed to create a trust of any kind, or a pledge, or a fiduciary relationship between BHB or the CEO and the participant or any other person. Nothing herein will be construed to require BHB or the CEO to maintain any fund or to segregate any amount for a participant’s benefit. New Hires, Promotions, and Transfers Participants newly employed by BHB will be eligible for participation into the program and will receive a pro rata incentive award based on their length of eligibility. A participant whose work schedule changes during the year will be eligible for prorated treatment that reflects his/her time in the different schedules. If a participant changes his/her role or is promoted during the program year, he/she will be eligible for the new role’s target incentive award on a pro rata basis (i.e. the award will be prorated based on the number of months employed in the respective positions.)
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Termination of Employment If a participant is terminated by BHB, no incentive award will be due or paid. If a participant voluntarily leaves BHB before the award is paid, s/he will not receive payment. The Compensation Committee reserves the right to make a decision on whether or not to pay a pro-rated share of any incentive earned for the calendar year in question. Disability, Death, or Retirement The Compensation Committee reserves the right to make a decision on whether or not to pay a pro-rated share of any incentive earned for the calendar year in question in the event of a disability or retirement, and in the case of a death a payment to the participant’s estate. Ethics and Interpretation If there is any ambiguity as to the meaning of any terms or provisions of this program or any questions as to the correct interpretation of any information contained therein, BHB’s interpretation expressed by the Compensation and Human Resources Committee will be final and binding. The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject the employee to disciplinary action up to and including termination of employment. In addition, any incentive compensation as provided by the program to which the employee would otherwise be entitled will be revoked. The Company will recover any payments made under this program, if the payment was based on statements of earnings, revenues, gains, or other criteria that are later found to be materially inaccurate. Participants who have willfully engaged in any activity, injurious to the BHB, will upon termination of employment, death, or retirement, forfeit any incentive award earned during the award period in which the termination occurred. Miscellaneous The program will not be deemed to give any participant the right to be retained in the employ of BHB, nor will the program interfere with the right of BHB to discharge any participant at any time. In the absence of an authorized, written employment contract, the relationship between employees and BHB is one of at-will employment. This program does not alter the relationship. This incentive program and the transactions and payments hereunder shall, in all respect, be governed by, and construed and enforced in accordance with the laws of the State of Maine. Each provision in this plan is severable, and if any provision is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby.
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Exhibit 10.12 2026 Executive Annual Incentive Program Bar Harbor Bankshare’s (“BHB”) Annual Incentive Program is designed to recognize and reward executives for their collective contributions to BHB’s success. Our program focuses on rewarding the achievement of specific Key Performance Indicators (“KPIs”) that are critical to BHB’s growth and profitability. Individually and collectively, we believe our executive team has the ability to influence and drive our success. Our program is designed to reward our executives for driving BHB’s success. This document summarizes the elements and features of the program. In short, the objectives of this incentive program are to: Focus executive attention on key business metrics. Align pay with organizational and individual performance. Encourage teamwork and collaboration across all areas of BHB. Motivate and reward the achievement of specific, measurable performance objectives. Provide competitive total cash compensation. Provide significant reward for achieving and exceeding performance results. Enable BHB to attract and retain the talent needed to drive success. Eligibility · Eligibility will be limited to executive positions the Board has identified as having a significant impact on the success of the organization. · New employees and newly promoted employees will receive pro-rated awards based on date of hire or dates of eligibility into the management team or by the Compensation and Human Resources Committee (“Compensation Committee”) vote. · Participants must be an active employee as of the reward payout date to receive an award unless otherwise approved by the Compensation Committee. · Participant’s performance must be in good standing for the measurement period. Performance Period The performance period and program operates on a calendar year basis (January 1st – December 31st). Actual payout awards are made in cash following year-end after BHB’s financial results and performance have been audited and confirmed. Incentive Payout Opportunity Each participant will have a target incentive opportunity based on his/her role. The target incentive will reflect a percentage of the base salary of participants and be determined consistent with competitive market practices. The pool will be funded through Threshold-Target-and Stretch achievements of pre-determined KPIs. Each individual KPI achievement will be calculated using a pre-approved percentage range approved by the Compensation Committee based on the executive’s position.
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The following table summarizes the incentive ranges for the 2026 calendar year. Table 1 2026 Short-Term Incentive Targets Role Below Threshold Threshold @ 50% Target @ 100% Stretch @ 150% CEO/President 0% 27.5% 55.0% 82.5% EVP CFO & EVP CLO 0% 20.0% 40.0% 60.0% All other SET participants 0% 17.5% 35.0% 52.5% Incentive Plan Measures The program will have pre-defined performance KPIs that will determine funding contributions to the pool. KPIs will be weighted to reflect desired focus and contribution to the success of the Company. BHB Performance BHB KPIs for 2026 will be Net Income, Efficiency Ratio, Asset Quality (NPL/TLoans), and Strategic Initiatives. The table below shows the KPIs at Threshold, Budget and Stretch for 2026. Table II Company Performance KPI’s Measures Threshold Target Stretch Net Income* (millions) 93% Budget 110% Efficiency Ratio >200 bps Budget <200 bps Asset Quality Measure - NPLs 133% Budget 83% Strategic Initiatives N/A N/A N/A * Net Income Available to Common Shareholders and measures adjusted to carve out project expenses for 2026. Plan Trigger In order for the Annual Incentive Program to ‘activate’ or turn on, Bar Harbor must achieve at least 93% of Budgeted Net Income (adjusted for project expenses). If BHB does not meet this Net Income level, the program will not pay out any awards for the year, regardless of performance on other KPIs. Payouts Payouts will be made in cash as soon as reasonably possible after the closing of BHB’s financials each year. Awards are calculated based on actual performance relative to target. Payouts are assessed by component such that one KPI may achieve Stretch and another may achieve only Threshold. Actual payouts for each KPI will be pro-rated between Threshold, Target and Stretch levels to reward incremental improvement.
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Terms and Conditions Effective Date This program is effective January 1, 2026 to reflect calendar year January 1, 2026 to December 31, 2026. The program will be reviewed annually by the BHB’s Compensation Committee and Executive Management to ensure proper alignment with BHB’s business objectives. BHB retains the rights as described below to amend, modify or discontinue the program at any time during the specified period. The incentive program will remain in effect until December 31, 2026. Program Administration The program is authorized and voted by the Compensation Committee. The Compensation Committee has the sole authority to interpret the program and to make or nullify any rules and procedures, as necessary, for proper administration. Any determination by the Committee will be final and binding on all participants. Program Changes or Discontinuance BHB has developed the program based on existing business, market and economic conditions. If substantial changes occur that affect these conditions, BHB may add to, amend, modify or discontinue any of the terms or conditions of the Program at any time. The Compensation and Human Resources Committee may, at its sole discretion, waive, change or amend the plan as it deems appropriate. Incentive Award Payments Awards will be calculated using the participant’s base salary for the performance year. Incentive awards will be considered taxable income to participants in the year paid and will be subject to withholding for required income and other applicable taxes. Any rights accruing to a participant or his/her beneficiary under the program shall be solely those of an unsecured general creditor of BHB. Nothing contained in the program, and no action taken pursuant to the provisions hereof, will create or be construed to create a trust of any kind, or a pledge, or a fiduciary relationship between BHB or the CEO and the participant or any other person. Nothing herein will be construed to require BHB or the CEO to maintain any fund or to segregate any amount for a participant’s benefit. New Hires, Promotions, and Transfers Participants newly employed by BHB will be eligible for participation into the program and will receive a pro rata incentive award based on their length of eligibility. A participant whose work schedule changes during the year will be eligible for prorated treatment that reflects his/her time in the different schedules. If a participant changes his/her role or is promoted during the program year, he/she will be eligible for the new role’s target incentive award on a pro rata basis (i.e. the award will be prorated based on the number of months employed in the respective positions.)
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Termination of Employment If a participant is terminated by BHB, no incentive award will be due or paid. If a participant voluntarily leaves BHB before the award is paid, s/he will not receive payment. The Compensation Committee reserves the right to make a decision on whether or not to pay a pro-rated share of any incentive earned for the calendar year in question. Disability, Death, or Retirement The Compensation Committee reserves the right to make a decision on whether or not to pay a pro-rated share of any incentive earned for the calendar year in question in the event of a disability or retirement, and in the case of a death a payment to the participant’s estate. Ethics and Interpretation If there is any ambiguity as to the meaning of any terms or provisions of this program or any questions as to the correct interpretation of any information contained therein, BHB’s interpretation expressed by the Compensation and Human Resources Committee will be final and binding. The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject the employee to disciplinary action up to and including termination of employment. In addition, any incentive compensation as provided by the program to which the employee would otherwise be entitled will be revoked. The Company will recover any payments made under this program, if the payment was based on statements of earnings, revenues, gains, or other criteria that are later found to be materially inaccurate. Participants who have willfully engaged in any activity, injurious to the BHB, will upon termination of employment, death, or retirement, forfeit any incentive award earned during the award period in which the termination occurred. Miscellaneous The program will not be deemed to give any participant the right to be retained in the employ of BHB, nor will the program interfere with the right of BHB to discharge any participant at any time. In the absence of an authorized, written employment contract, the relationship between employees and BHB is one of at-will employment. This program does not alter the relationship. This incentive program and the transactions and payments hereunder shall, in all respect, be governed by, and construed and enforced in accordance with the laws of the State of Maine. Each provision in this plan is severable, and if any provision is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby.
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Exhibit 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in Registration Statements No. 333-232149, No. 333-231575, No. 333- 206453, and No. 333-12294 on Form S-8 of Bar Harbor Bankshares and Subsidiaries of our report dated March 12, 2026 relating to the financial statements and effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K. /s/ Crowe LLP Boston, Massachusetts March 12, 2026
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Exhibit 23.2 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statements (No. 333-232149, No. 333-231575, No. 333- 206453, and No. 333-122941) on Form S-8 of Bar Harbor Bankshares and Subsidiaries of our reports dated March 11, 2025, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of Bar Harbor Bankshares and Subsidiaries, appearing in this Annual Report on Form 10-K of Bar Harbor Bankshares and Subsidiaries for the year ended December 31, 2024. /s/ RSM US LLP Hartford, Connecticut March 12, 2026
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Exhibit 31.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULES 13a-14 AND 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Curtis C. Simard, certify that: 1. I have reviewed this annual report on Form 10-K of Bar Harbor Bankshares (the “Registrant”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and 5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. Date: March 12, 2026 /s/ Curtis C. Simard Name: Curtis C. Simard Title: President and Chief Executive Officer
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Exhibit 31.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULES 13a-14 AND 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Josephine Iannelli, certify that: 1. I have reviewed this annual report on Form 10-K of Bar Harbor Bankshares (the “Registrant”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and 5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. Date: March 12, 2026 /s/ Josephine Iannelli Name: Josephine Iannelli Title: Executive Vice President and Chief Financial Officer
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Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. Section 1350) In connection with the Annual Report on Form 10-K of Bar Harbor Bankshares (the “Registrant”) for the year ended December 31, 2025 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Curtis C. Simard, President and Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: March 12, 2026 /s/ Curtis C. Simard Name: Curtis C. Simard Title: President and Chief Executive Officer
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Exhibit 32.2 CERTIFICATION OF CHIEF FIANANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. Section 1350) In connection with the Annual Report on Form 10-K of Bar Harbor Bankshares (the “Registrant”) for the year ended December 31, 2025 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, Josephine Iannelli, Executive Vice President and Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Date: March 12, 2026 /s/ Josephine Iannelli Name: Josephine Iannelli Title: Executive Vice President and Chief Financial Officer