Annual report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025OR ☐ 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 001-41505 LINKBANCORP, Inc. (Exact name of registrant as specified in its charter) Pennsylvania 82-5130531 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1250 Camp Hill Bypass, Suite 202 Camp Hill, PA 17011 (Address of principal executive offices) Registrant’s telephone number, including area code: (855) 569-2265 Former name, former address, and former fiscal year, if changed since last report: NA Securities registered pursuant to Section 12(b) of the Act. Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.01 par value per share LNKB The NASDAQ Stock Market LLC 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 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 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Accelerated Filer ☒ Non-Accelerated Filer ☐ Smaller Reporting Company ☒ Emerging Growth Company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over 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 issued its 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 filing reflect 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 by any 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 ☒
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The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock as reported on NASDAQ as of June 30, 2025 was $189,523,764. For this purpose, executive officers and directors of the Registrant are considered affiliates. The number of shares of Registrant’s Common Stock outstanding as of March 9, 2026 was 37,467,596. DOCUMENTS INCORPORATED BY REFERENCE None
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1 LINKBANCORP, Inc. ANNUAL REPORT ON FORM 10-K INDEX Page PART I Item 1. Business 4 Item 1A. Risk Factors 18 Item 1B. Unresolved Staff Comments 31 Item 1C. Cybersecurity 32 Item 2. Properties 33 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 37 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 52 Item 8. Financial Statements and Supplementary Data 52 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 108 Item 9A. Controls and Procedures 109 Item 9B. Other Information 109 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 109 PART III Item 10. Directors, Executive Officers and Corporate Governance 110 Item 11. Executive Compensation 113 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 119 Item 13. Certain Relationships and Related Transactions, and Director Independence 121 Item 14. Principal Accounting Fees and Services 121 PART IV Item 15. Exhibits, Financial Statement Schedules 123 Item 16. Form 10-K Summary 126
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2 Forward Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 ("Exchange Act"), which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” or words of similar meaning, or future or conditional verbs, such as “will,” “would,” “should,” “could,” or “may.” A forward-looking statement is neither a prediction nor a guarantee of future events. These forward-looking statements include, but are not limited to: • statements of our goals, intentions and expectations; • statements regarding our business plans, prospects, growth and operating strategies; • statements regarding the quality of our loan and investment portfolios; and • estimates of our risks and future costs and benefits. These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: • inflation and changes in market interest rates that reduce our margins and yields, reduce the fair value of financial instruments or reduce our volume of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make, whether held in portfolio or sold in the secondary market; • general economic conditions, either nationally or in our market area, that are worse than expected; • competition within our market area that is stronger than expected; • changes in the level and direction of loan delinquencies and charge-offs and changes in estimates of the adequacy of the allowance for credit losses; • our ability to access cost-effective funding; • fluctuations in real estate values and both residential and commercial real estate market conditions; • demand for loans and deposits in our market area; • our ability to continue to implement our business strategies; • competition among depository and other financial institutions; • any future FDIC insurance premium increases, or special assessment may adversely affect our earnings; • adverse changes in the securities markets; • changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; • our ability to manage market risk, credit risk and operational risk; • our ability to enter new markets successfully and capitalize on growth opportunities; • the imposition of tariffs or other domestic or international governmental polices impacting the value of the products of our borrowers; • the possibility that the proposed merger with Burke & Herbert Financial Services Corp. will not close when expected or at all because required regulatory, shareholder or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all; • changes in consumer spending, borrowing and savings habits; • our ability to maintain our reputation; • our ability to prevent or mitigate fraudulent activity;
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3 • changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board; • our ability to retain key employees and our existing customers; • a breach in security of our information systems, including the occurrence of a cyber incident or a deficiency in cyber security; • political instability or civil unrest; • risks and uncertainties related to a pandemic and resulting governmental and societal responses and its effects on our business and operations; • acts of war or terrorism; • our ability to evaluate the amount and timing of recognition of future tax assets and liabilities; • our compensation expense associated with equity benefits allocated or awarded to our employees; and • changes in the financial condition, results of operations or future prospects of issuers of securities that we own. Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward- looking statements. We disclaim any obligation to revise or update any forward-looking statements contained in this Annual Report on Form 10-K to reflect future events or developments.
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4 Item 1. Business. Description of Business LINKBANCORP, Inc. (“LINKBANCORP” or the “Company”) was incorporated under the laws of the Commonwealth of Pennsylvania on April 6, 2018 and is a bank holding company under the Bank Holding Company Act of 1956, as amended. In October 2018, LINKBANCORP became a bank holding company when it completed the acquisition of Stonebridge Bank, which was subsequently renamed LINKBANK. On September 18, 2021, the Company completed its merger with GNB Financial Services, Inc. (“GNBF”) and its wholly owned subsidiary, The Gratz Bank pursuant to which GNBF merged with and into the Company with the Company as the surviving corporation and LINKBANK merged with and into The Gratz Bank, with The Gratz Bank as the surviving institution (collectively, the "Gratz Merger"). Effective November 4, 2022, The Gratz Bank legally changed its name and began to operate under one brand under the name LINKBANK (the "Bank"). In September 2022, the Company completed its initial public offering ("IPO") whereby it issued and sold 5,101,205 shares of common stock at a public offering price of $7.50 per share and thereafter the Company's common shares began trading on the Nasdaq Capital Market. The Company received net proceeds of $34.7 million after deducting underwriting discounts and commissions of $2.5 million and other offering expenses of $1.1 million. The Company contributed $20.0 million in capital to the Bank in October 2022. On November 30, 2023, the Company completed its merger with Partners Bancorp ("Partners"), and its wholly owned subsidiaries, The Bank of Delmarva and Virginia Partners Bank, pursuant to which Partners merged with and into the Company with the Company as the surviving corporation (the "Partners Merger"). The Bank of Delmarva and Virginia Partners Bank merged with and into LINKBANK with LINKBANK as the surviving bank. In connection with the announcement of the Partners Merger in the first quarter of 2023, LINKBANCORP completed a private placement of $10.0 million with certain directors of LINKBANCORP as well as other accredited investors. On March 31, 2025, the Bank completed the sale of the New Jersey operations of the Bank pursuant to a purchase and assumption agreement (the "Agreement") with American Heritage Federal Credit Union ("AHFCU") pursuant to which AHFCU purchased certain assets and assumed certain liabilities, including all three branch locations. Under the Agreement, AHFCU acquired $105.0 million in loans, $2.1 million in fixed assets, and $87.1 million in deposits. The total deposit premium paid by AHFCU was 7% or $6.2 million. With respect to acquired loans, AHFCU paid an amount equal to the principal balances plus any accrued unpaid interest and late charges on the loans measured as of the closing date. Unamortized loan discounts of $6.7 million were taken into income which was included within the gain on sale. Core deposit intangibles of $1.3 million were written off and included within the gain on sale. AHFCU paid book value for fixed assets, real estate, and other assets located at the owned branches. On December 18, 2025, the Company and Burke & Herbert Financial Services Corp., a Virginia corporation ("BHRB"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into BHRB, with BHRB as the surviving corporation (the "Merger"). The Merger Agreement further provides that immediately following the Merger, the Bank will merge with and into Burke & Herbert Bank & Trust Company, a Virginia chartered bank and a wholly-owned Subsidiary of BHRB ("B&H Bank"), with B&H Bank as the surviving bank. Shareholders of the Company will receive 0.1350 of a BHRB share of common stock for each share of common stock of the Company that they own. The Merger Agreement was unanimously approved by the board of directors of each of the Company and BHRB. LINKBANCORP has no material operations and conducts no business on its own other than owning the Bank. LINKBANCORP common stock is traded on the Nasdaq Capital Market under the trading symbol “LNKB” and is subject to Nasdaq's rules for listed companies. LINKBANK, a Pennsylvania-chartered, non-Federal Reserve member bank, is subject to regulation and supervision by the Pennsylvania Department of Banking and Securities ("PADOBS") and the FDIC. LINKBANCORP is the Bank’s sole shareholder. The Bank is a full-service commercial bank providing personal and business lending and deposit services to individuals, families, nonprofit and business clients, through its digital presence on the internet and client solutions centers. The Bank has eight solutions centers in Chester, Cumberland, Dauphin, Lancaster, Northumberland and Schuylkill counties in Pennsylvania, and loan production offices in Chester and York Counties in Pennsylvania, eight solutions centers in Wicomico, Charles, Anne Arundel, and Worcester counties in Maryland, four solutions centers and a loan production office in Sussex county in Delaware, three solutions centers in Spotsylvania and Fairfax counties in Virginia, and one solutions center in the city of Fredericksburg, Virginia. As of December 31, 2025, the Company had total consolidated assets of approximately $3.07 billion, total loans of approximately $2.56 billion, total deposits of approximately $2.55 billion and total consolidated shareholders’ equity of approximately $306.4 million. LINKBANCORP’s principal executive offices are located at 1250 Camp Hill Bypass, Suite 202, Camp Hill, PA 17011, its phone number is 855-569-2265 and its website is ir.linkbancorp.com.
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5 The Company is subject to the disclosure and regulatory requirements of the Exchange Act and, in accordance with the Exchange Act, it files annual, quarterly, and current reports, proxy statements, and other information with the SEC. The SEC maintains an Internet web site that contains reports, proxy statements, and other information about issuers, like us, who file electronically with the SEC. The address of the site is www.sec.gov. Strategy and Recent Growth Our core strategy is to further our mission of “positively impacting lives” through community banking by building strong relationships that bring value to our customers, employees, the communities we serve and our shareholders. In pursuing this mission, the Company specifically seeks to invest in the development of strong future leaders for the banking industry and our communities, to contribute to economically and socially flourishing communities, and to demonstrate the continued viability and integral role of community banking for our economic and social development. As one example of these efforts, in 2019 we launched and continue to support The LINK Foundation, established as a separate legal entity and governed by a distinct board of directors, but fully aligned with the Company’s mission. The LINK Foundation provides financial support to organizations within our markets focused on three funding priorities - developing future leaders, promoting financial literacy and fortifying personal growth. Our business strategy seeks to provide our customers with personal service, financial sophistication and the full array of product offerings of a larger regional bank, focusing on developing local lending relationships funded by the generation of local retail and business deposits. We believe our culture of highly engaged employees enhances productivity and results in lower employee turnover, ultimately leading to greater operational efficiencies and customer loyalty. We differentiate ourselves based on high touch relationship building service, supported by the convenience of technology. We are committed to increasing our market share in the communities we serve by continuing to leverage available technology, existing branch locations, and new branch locations, and by considering other strategic growth opportunities throughout Central and Southeastern Pennsylvania, the counties of Wicomico, Charles, Anne Arundel, and Worcester counties in Maryland, Sussex county in Delaware, Spotsylvania and Fairfax counties in Virginia, and the city of Fredericksburg, Virginia and surrounding areas. The Bank provides traditional lending, deposit gathering and cash services to retail customers, small businesses and nonprofit organizations. We offer a full array of technology solutions to our clients and continually evaluate new technologies that enhance the customer experience and allow the Bank to operate more efficiently. The Bank does not rely on significant noninterest income growth. The management team has experience running many different product sets and subsidiaries but is focused on core deposit and loan growth. During the year ended December 31, 2025, the Company achieved the following accomplishments: • Total deposits grew from $2.36 billion at December 31, 2024 to $2.55 billion at December 31, 2025, resulting in a growth rate of 8.23%; • Total loans held for investment grew 13.34% from $2.26 billion at December 31, 2024 to $2.56 billion at December 31, 2025; and • Maintained strong credit quality, with total nonperforming assets at 0.79% of total assets at December 31, 2025 Current Market Area We currently conduct our business principally through eight customer solutions centers located in Dauphin, Chester, Cumberland, Lancaster, Northumberland, and Schuylkill Counties, and loan production offices located in Chester and York Counties, in Pennsylvania, eight solutions centers in Wicomico, Charles, Anne Arundel, and Worcester counties in Maryland, four solutions centers and a loan production office in Sussex county in Delaware, three solutions centers in Spotsylvania and Fairfax counties in Virginia, and one solutions center in the city of Fredericksburg, Virginia. We occasionally make loans secured by properties located outside of our primary lending market, usually to borrowers with whom we have an existing relationship and who have a presence within our primary market. While we manage our banking operations as separate regions, we operate in only one segment. Our regions are based on geographic markets, which allows each region to retain flexibility and local leadership in the unique communities we serve. We believe that this approach gives our Bank greater flexibility to better serve our markets and increases responsiveness to the needs of local customers. Lending Activities Our principal lending activity has been the origination of commercial real estate loans and commercial business loans, and to a lesser extent, commercial real estate construction and land development loans, residential real estate loans, home equity loans, consumer loans and agriculture loans. The Bank classifies its loan portfolio based on the collateral securing the loan, consistent with the reporting requirements of the Call Report filed with the FDIC. The Bank is predominantly oriented towards commercial customers,
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6 with approximately 81.17% of the portfolio in various types of commercial loans and 18.83% in residential real estate, consumer, and other loans at December 31, 2025. Our commercial customers are primarily small- and medium-sized businesses. Approximately 36.8% of the loan portfolio earns interest at a fixed rate and the remaining approximately 63.2% of the loan portfolio earns interest at a rate that varies or adjusts based on an underlying index at December 31, 2025. The following table sets forth the composition of the Bank’s loan portfolio by type of loan held for investment as of December 31, 2025: (In Thousands) December 31,2025 Percent Agriculture loans $ 61,611 2.41% Construction loans 172,917 6.76% Commercial & industrial 275,824 10.79% Commercial real estate loans Multifamily 244,554 9.57% Owner occupied 545,837 21.35% Non-owner occupied 771,537 30.18% Residential real estate loans First liens 377,108 14.75% Second liens 87,051 3.41% Consumer and other loans 17,062 0.67% Municipal loans 2,767 0.11% 2,556,268 100% Deferred fees 461 Allowance for loan losses (31,674) Total $ 2,525,055 Commercial Real Estate Lending. As of December 31, 2025, we had $1.56 billion in commercial real estate and multi-family loans, representing 61.1% of total loans. Our commercial real estate and multi-family loans generally have amortization terms of 15 to 25 years and have adjustable interest rates. The adjustable rate loans are typically fixed for the first five years and either adjust annually thereafter or have a balloon payment due at the end of the fixed term. Our commercial real estate and multi-family loans are generally tied to a margin at or above the appropriate three or five year treasury or the Prime Rate. The maximum loan-to-value ratio of our commercial real estate and multifamily loans is generally 80% of the lower of cost or appraised value of the property securing the loan. Our commercial real estate loans are typically secured by multi-family, hotel, agricultural, medical, retail, churches or other commercial properties. At December 31, 2025, our commercial real estate loans were 49.3% non-owner occupied, 35.0% owner-occupied, and 15.7% multifamily. We consider a number of factors in originating commercial real estate and multi-family loans. We evaluate the qualifications and financial condition of the borrower, including project-level and global cash flows, credit history, and management expertise, as well as the value and condition of the property securing the loan. When evaluating the qualifications of the borrower, we consider the financial resources of the borrower, the borrower’s experience in owning or managing similar property and the borrower’s payment history with us and other financial institutions. In evaluating the property securing the loan, the factors we consider include the net operating income of the mortgaged property before debt service and depreciation, the ratio of the loan amount to the appraised value of the mortgaged property and the debt service coverage ratio (the ratio of net operating income to debt service). We generally require a debt service ratio of at least 1.25x. Personal guarantees are generally obtained from the principals of commercial real estate and multi-family loan borrowers, although this requirement may be waived in limited circumstances depending upon the loan-to-value ratio and the debt service ratio associated with the loan. We require property and casualty insurance and flood insurance if the property is in a flood zone area. In addition, borrowers are required to obtain title insurance unless the balance of the loan is less than $250,000. In such cases, we will require an ownership and encumbrance report relating to the title of the property. Commercial Business (C&I) Lending. As of December 31, 2025, we had $275.8 million in commercial business loans, representing 10.8% of total loans. Our business strategy is to increase our originations of commercial business loans. We offer commercial term loans, lines of credit, agricultural production, equipment financing, and revolving lines of credit with a target loan size of $100,000 to $5.0 million to small businesses in our market area to finance short-term working capital needs such as accounts receivable and inventory. Our commercial lines of credit are typically adjustable-rate and are generally priced on a floating rate basis utilizing the prime rate. We generally obtain personal guarantees with respect to all commercial business lines of credit.
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7 We typically originate commercial business loans on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business, the experience and stability of the borrower’s management team, earnings projections and the underlying assumptions, and the value and marketability of any collateral securing the loan. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself and the general economic environment in our market area. Therefore, commercial business loans that we originate generally have greater credit risk than one-to-four family residential real estate loans or consumer loans. In addition, commercial business loans often result in larger outstanding balances to single borrowers, or related groups of borrowers, and also generally require substantially greater evaluation and oversight efforts. Construction and Land Development Lending. At December 31, 2025, $172.9 million, or 6.8% of our total loan portfolio, consisted of construction and land loans. Of these, $147.8 million were for commercial development and land loans and $25.1 million were for residential development. We offer both fixed-rate and adjustable-rate construction and land loans, although most of these loans have variable interest rates. The maximum loan-to-value of these loans is generally 80% of the lesser of the appraised value or the purchase price of the property. Construction and land lending generally involves greater credit risk than long-term financing on improved, owner-occupied real estate. Risk of loss on a construction or land loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost is inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. Construction and land loans also expose us to the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, the ultimate sale or rental of the property may not occur as anticipated. Land loans pose additional risk because the property generally does not produce income and may be relatively illiquid. One-to-four family Residential Real Estate Lending. At December 31, 2025, we had $377.1 million in residential real estate loans, representing 14.8% of total loans. These loans are originated by the Bank and underwritten by the correspondent lender in accordance with secondary market standards and The Federal National Mortgage Association, commonly known as Fannie Mae, underwriting guidelines to comply with ability to repay and qualified mortgage rules. Certain mortgage loans such as adjustable rate jumbo loans may be retained in the Bank’s loan portfolio. Based on the nature of the borrower and the related size of the loan, we may choose to retain these loans as part of our loan portfolio or sell these loans to the secondary market, which could include sales to the Federal Home Loan Bank of Pittsburgh ("FHLB"). In underwriting residential real estate loans, we evaluate both the borrower’s ability to make monthly payments and the value of the property securing the loan. Properties securing real estate loans we make are appraised by independent appraisers. We generally require borrowers to obtain an attorney’s title opinion or title insurance, and fire and property insurance (including flood insurance, if necessary) in an amount not less than the amount of the loan. Home Equity Loans. At December 31, 2025, we had $87.1 million of home equity loans reported within residential real estate loans, representing 3.4% of our total loan portfolio. Home equity loans consists of either revolving lines of credit, term, or second mortgage loans secured by one-to-four family residential real estate. These loans are underwritten based on repayment capacity and source, value of the underlying property, and credit history. Home equity loans are generally considered to have more credit risk than traditional one-to- four family residential loans because the Bank tends to have a subordinate lien position. Our home equity loans are secured by a first or second mortgage on the borrower’s principal residence or their second/vacation home (excluding investment/rental property) generally at a maximum current loan-to-value ratio of 80%. There are minimum credit score standards, maximum debt to income ratios and credit requirements on each home equity product that is defined in the Bank’s credit policy. All credit decisions for home equity loans are made centrally by the Bank’s consumer lending department. Consumer Lending. To a much lesser extent, we offer a variety of consumer loans to individuals who reside or work in our market area. At December 31, 2025, our consumer loan portfolio totaled $17.1 million, or 0.7% of our total loan portfolio, and $3.8 million of our consumer loans were unsecured (excluding overdraft accounts). Consumer loans can have either a variable rate based on the index of Wall Street Journal Prime rate or a fixed-rate of interest for a term of up to 10 years, depending on the type of collateral, product and the creditworthiness of the borrower. Our lending policy allows for unsecured, non-real estate secured, and real estate secured loan products that are either installment or open end credit. Our consumer loans may be secured with deposits, automobiles, motorcycles, or real property. Our consumer loan policy sets forth our underwriting guidelines overall for all loan applications and addresses specific guidelines such as acceptable loan amounts, credit score, debt-to-income ratios, loan-to-value ratios, and collateral allowable by product type. The policy guidelines address applications, structuring, stability, credit standards, collateral, consumer compliance, insurance requirements and appraisal requirements. Other Loans. In addition to the loan types discussed above, the Company also originates agricultural loans and municipal loans. At December 31, 2025, our agricultural loan portfolio totaled $61.6 million or 2.4% of our total loan portfolio and municipal loans totaled
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8 $2.8 million or 0.1% of our total loan portfolio. The agricultural loan portfolio consists of loans to local farmers and agricultural businesses that are generally secured by farmland and equipment. The municipal loan portfolio consists of loans to qualified local municipalities, which are generally supported by the taxing authority of the borrowing municipality, and is frequently secured by collateral. Lending Concentrations The federal banking regulators have issued guidance for those institutions which are deemed to have concentrations in commercial real estate lending. Pursuant to the supervisory criteria contained in the guidance for identifying institutions with a potential commercial real estate concentration risk, institutions which have (1) total reported loans for construction, land development and other land acquisitions which represent 100% or more of an institution’s total risk-based capital; or (2) total commercial real estate loans representing 300% or more of the institution’s total risk-based capital and the institution’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months are identified as having potential commercial real estate concentration risk. Institutions which are deemed to have concentrations in commercial real estate lending are expected to employ heightened levels of risk management with respect to their commercial real estate portfolios and may be required to hold higher levels of capital. Like many community banks, the Company has a concentration in commercial real estate loans and has experienced significant growth in the portfolio in recent years, including growth resulting from the Partners Merger. At December 31, 2025, non-owner-occupied commercial real estate loans (including construction, land and land development loans, and multifamily) represented 369.85% of total risk based capital. Construction, land and land development loans represented 53.8% of total risk based capital. Management has implemented and continues to maintain heightened risk management procedures and prudent underwriting criteria with respect to its commercial real estate portfolio. Loan monitoring practices include but are not limited to periodic stress testing analysis to evaluate changes to cash flows and changes in collateral values to determine the loan level of stress over key underwriting metrics such as debt service coverage ratios, loan-to-value ratios, etc. Nevertheless, we may be required to maintain higher levels of capital as a result of our commercial real estate concentrations, which could require us to obtain additional capital and may adversely affect shareholder returns. The Company's Capital Policy and Capital Plan has established internal minimum targets for regulatory capital ratios that are in excess of well capitalized ratios. At December 31, 2025, the Company had no concentrations of loans in any one industry exceeding 10% of its total loan portfolio. An industry for this purpose is defined as a group of businesses that are engaged in similar activities and have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. Credit Risk Management Loan Approval Procedures and Authority. Pursuant to applicable law, the aggregate amount of loans that we are permitted to make to any one borrower or a group of related borrowers is generally limited to 15% of the Bank’s unimpaired capital and surplus (25% if the amount in excess of 15% is secured by “readily marketable highly liquid collateral” or 30% for certain residential development loans). Our legal lending limit was $47.5 million at December 31, 2025. In addition, we have established an in-house limit that is less than the legal limits on loans to one borrower. Our in-house limit was $30.0 million at December 31, 2025. At December 31, 2025, our largest credit relationship totaled $29.9 million, comprised of three separate facilities. Of the three facilities, the majority consists of a $27.5 million line of credit with no balance at December 31, 2025, secured by UCC liens. The remaining loans in the relationship are secured by real estate. Each of these loans was performing in accordance with its terms at December 31, 2025. Our lending activities follow written, nondiscriminatory underwriting standards and loan origination procedures established by our board of directors and management. The Bank has established the Senior Loan Committee (SLC) to be able to more efficiently service our commercial customers, prudently manage credit risks, and effectively insure that credit policies are followed. The SLC requires a quorum of the Chief Executive Officer, Holding Company President, Bank President, Chief Credit Officer, Senior Credit Officers, and Market Chief Executive Officers. Each of these individuals have extensive experience in the approval of commercial loans. The SLC has authority to approve loans beginning over $7.5 million up to and including $15 million. In addition, the Directors Loan Committee (DLC) has authority to approve loans over $15 million up to the legal lending limit of the Bank (with the exception of Regulation O (insider) loans which need to be approved by the Board of Directors). The loan approval structure prohibits any single signature loan authority. Dual signatures are in effect up to $7.5 million. The Chief Executive Officer and Chief Credit Officer have been given dual signature authority up to $15 million in situations where timing is essential. These approvals must be ratified by SLC at the next meeting. Ongoing Credit Risk Management. In addition to the underwriting process referenced above, we perform ongoing risk monitoring and review processes for all credit exposures. Although we grade and classify our loans internally, we have an independent third-party professional firm perform regular loan reviews to confirm loan classifications. We strive to identify potential problem loans early in an
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9 effort to aggressively seek resolution of these situations before the loans create a loss, record any necessary charge-offs promptly and maintain adequate allowance for credit losses levels. Allowance for Credit Losses. The allowance for credit losses is evaluated on a quarterly basis by management, with assistance from a third-party provider and primarily incorporates a discounted cash flow model utilizing Federal Open Market Committee forecasts and is impacted by the size and composition of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. As of December 31, 2025, the allowance for credit losses was 1.24% of total loans. Investments The Company’s board of directors is responsible for approving and overseeing the investment policy. The investment policy is reviewed at least annually by management and any changes to the policy are recommended to the board of directors and are subject to its approval. This policy dictates that investment decisions be made based on the safety of the investment, regulatory standards, liquidity requirements, potential returns and consistency with our interest rate risk management strategy. The Company also uses the investment portfolio to collateralize municipal deposits. The asset liability management committee, which consists of our Chief Executive Officer, LINKBANCORP President, LINKBANK President and Executive Vice President of LINKBANCORP, Chief Financial Officer, Chief Credit Officer, Chief Risk Officer, Chief Operations and Technology Officer, Treasurer, and other market leaders oversees the Company’s investing activities and strategies. The current investment policy authorizes the Company to invest in debt securities issued by the U.S. government and its agencies or government sponsored enterprises. In addition, management is authorized to invest in investment grade state and municipal obligations. The policy also permits investments in mortgage-backed securities, including pass-through securities, issued and guaranteed by Fannie Mae, Freddie Mac and Ginnie Mae, as well as investments in corporate debentures, federal funds and deposits in other insured institutions. The Company also is required to maintain an investment in FHLB stock, which investment is based primarily on the level of the Company’s FHLB borrowings. The Company does not engage in any investment hedging activities or trading activities, nor does it purchase any high-risk mortgage derivative products, corporate junk bonds, and certain types of structured notes. At December 31, 2025, the Company had a portfolio of investment securities available for sale which is reported at fair value and a portfolio of held to maturity investment securities that were carried at amortized cost. Source of Funds Generally, deposits are the Company’s primary source of funds for use in lending and investment activities. We may also use borrowings, primarily FHLB advances, to supplement cash flow needs, as necessary. In addition, we receive funds from scheduled loan payments, loan prepayments, and income on interest-earning assets. While scheduled loan payments and income on interest-earning assets are a relatively stable source of funds, deposit inflows and outflows can vary widely and are influenced by prevailing interest rates, market conditions and levels of competition. Deposits. We obtain most of our deposits from small- and medium-sized businesses, retail customers, and non-profit customers within our market area. We solicit deposits through our relationship-driven team of dedicated and accessible bankers and through community- focused marketing. We emphasize obtaining deposit relationships at loan origination. We have invested in personnel, business and compliance processes and technology that enable us to acquire, and efficiently and effectively serve, a wide array of business deposit accounts, while continuing to provide the level of customer service for which we are known. We currently offer a comprehensive range of business deposit products and services to assist with the banking needs of our business customers, including a variety of remote deposit and cash management products along with commercial transaction accounts. We also provide online banking, mobile banking, and direct deposit services. We offer a selection of deposit accounts, including demand accounts (interest-bearing and noninterest-bearing), money market deposit accounts, savings accounts and certificates of deposit. Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds must remain on deposit and the interest rate. At December 31, 2025, our core deposits (which includes all deposits except for time deposit accounts greater than $250,000 and brokered deposits) totaled $2.31 billion or 90.4% of our total deposits. At December 31, 2025, we had $35.0 million in brokered deposits, all maturing in the first quarter of 2026. Our reciprocal CDARS and ICS deposits totaled $290.0 million at December 31, 2025. Management utilizes brokered deposits as a supplement to core deposit funding from time to time and does not consider brokered deposits to be a primary source of funding.
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10 The following table sets forth the distribution of total deposits for the Bank by account type as of December 31, 2025. December 31,2025 (In Thousands) Amount % Demand, noninterest-bearing $ 603,728 23.63% Demand, interest-bearing 658,523 25.78 Money market and savings 617,534 24.17 Time deposits, $250 and over 210,105 8.22 Time deposits, other 429,862 16.83 Brokered time deposits 35,000 1.37 Total Deposits $ 2,554,752 100.00% Other than reciprocal CDARS and ICS deposits, and brokered deposits, the majority of our deposits are generated from in-market relationships through our Client Solutions Centers. Additionally, approximately 10.9% of our deposits (measured on a year-to-date average balance) consisted of balances in escrow-type deposits which are distributed among different customers with no customer exceeding our policy limits on size of deposits. A portion of these deposits are outside our solution center footprint and all are generated and serviced by a dedicated team. Borrowings. We obtain advances from the FHLB upon the security of our capital stock in the FHLB and certain of our loans. Such advances may be made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. As of December 31, 2025 we had $115.0 million in outstanding FHLB advances, of which $40.0 million matured in February 2026 and $75 million as part of our interest rate swap transaction. At December 31, 2025, we had remaining available capacity with FHLB, subject to certain collateral restrictions, of approximately $682.9 million. At December 31, 2025, the Company had subordinated notes outstanding with a carrying value of $62.3 million. Of this amount, $20.0 million was acquired in the Gratz Merger and bear interest at a fixed interest rate of 5.0% per year for five years and then float at an index tied to the Secured Overnight Finance Rate ("SOFR"). The notes have a term of ten years, with a maturity date of October 1, 2030. The notes have been redeemable at the option of the Company, in whole or in part, subject to any required regulatory approvals since October 1, 2025. Subordinated notes with carrying value of $22.3 million were assumed in the Partners Merger within two tranches of debt issuances. The first tranche has a face value of $4.5 million and bear interest at a fixed rate of 6.875% per year for four years. The second tranche has a face value of $18.05 million and bear interest at a fixed rate of 6.0% per year for 18 additional months. The remaining subordinated notes of $20.0 million bear interest at a fixed interest rate of 4.5% per year for five years and then float at an index tied to the Secured Overnight Finance Rate ("SOFR"). The notes have a term of ten years, with a maturity date of April 15, 2032. The notes are redeemable at the option of the Company, in whole or in part, subject to any required regulatory approvals after five years, or April 15, 2027. Competition Commercial banking in our locations is extremely competitive. For example, as of June 30, 2025 (the most recent date for which data is available), data provided by the FDIC Deposit Market Share Report indicated that within the Company's current physical locations, there were 96 different FDIC-insured institutions operating a total of 1,102 offices. The Company’s market areas are served by branches of the largest banks in the Mid-Atlantic region, some of which are among the largest institutions in the United States. We must compete in our current and future growth market areas with large regional and nationwide banking organizations, other federally and state-chartered financial institutions such as savings and loan institutions and credit unions, mortgage companies, and other lenders engaged in the business of extending commercial credit. Many of the Company’s competitors have broader geographic markets and higher lending limits than we do and are also able to provide more services and make greater use of media advertising. Competitive threats also continue to emerge from in- and out-of-market providers and entities with powerful non-traditional and sometimes unregulated products, services, and technology, including numerous new fintech firms. The Bank’s comparatively small branch network will be a competitive disadvantage in attracting retail customers since a number of large national bank and regional state bank franchises have significant branch office coverage in the Bank’s market area. Human Capital We believe our employees are our most valuable asset. We are committed to building a culture of integrity and excellence and seek to provide a challenging and rewarding work environment in which employees are supported professionally. Our team members receive benefits including competitive compensation, comprehensive medical, dental and vision coverage, 401(k) plan with employer contributions and short-term and long-term disability coverage. As of December 31, 2025, the Company had 296 full-time and 23 part-time employees.
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11 REGULATION AND SUPERVISION LINKBANCORP, is a bank holding company within the meaning of the Bank Holding Company Act of 1956, as amended (the “BHC Act”). As such, it is registered with, subject to examination and supervision by, and otherwise required to comply with the rules and regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Bank is a Pennsylvania-chartered commercial bank subject to extensive regulation by the PADOBS and the FDIC. The Bank’s deposit accounts are insured up to applicable limits by the FDIC. The Bank must file reports with the PADOBS and the FDIC concerning its activities and financial condition, in addition to obtaining regulatory approvals prior to entering into certain transactions, such as mergers or acquisitions with other depository institutions. There are periodic examinations of the Bank by the PADOBS and the FDIC to review the Bank’s compliance with various regulatory requirements. This regulation and supervision establishes a comprehensive framework of activities in which a commercial bank can engage and is intended primarily for the protection of the insurance fund and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such regulation, whether by the PADOBS, the FDIC, the Federal Reserve Board or Congress could have a material impact on the operations of the Bank. Set forth below is a brief description of material regulatory requirements that are or will be applicable to LINKBANCORP, and the Bank. The description is limited to certain material aspects of the statutes and regulations addressed, is not intended to be a complete description of such statutes and regulations and their effects on LINKBANCORP and the Bank, and is qualified in its entirety by reference to the actual statutes and regulations involved. Bank Regulation Capital Requirements Federal regulations require FDIC-insured depository institutions to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets of 8%, and a 4% Tier 1 capital to total assets leverage ratio. For purposes of the regulatory capital requirements, common equity Tier 1 capital is generally defined as common shareholders' equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and additional Tier 1 capital. Additional Tier 1 capital includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions such as the Bank, that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income ("AOCI"), up to 45% of net unrealized gains on available for sale equity securities with readily determinable fair market values. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations. In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, all assets, including certain off- balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk weight factor assigned by the regulations based on the risks believed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a risk weight of 0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one-to four-family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors. In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a "capital conservation buffer" consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. In assessing an institution's capital adequacy, the FDIC takes into consideration, not only these numeric factors, but qualitative factors as well, and has the authority to establish higher capital requirements for individual institutions where deemed necessary. Notwithstanding the foregoing, the FDIC established the community bank leverage ratio (tier 1 capital to average consolidated assets) at 9% for institutions under $10 billion in assets that such institutions may elect to utilize in lieu of the general applicable risk-based capital requirements under Basel III. Such institutions that meet the community bank leverage ratio and certain other qualifying criteria will automatically be deemed to be well-capitalized. Eligible institutions may opt into and out of the community bank ratio framework on their quarterly call report. In November 2025, the federal banking agencies issued a proposed rule to lower the
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12 community bank leverage ratio to 8%. That proposed rule was not effective as of December 31, 2025. The Bank did not elect to follow the community bank leverage ratio as of December 31, 2025. At December 31, 2025, the Bank exceeded all regulatory capital requirements and was considered to be well-capitalized based on FDIC guidelines. Loans-to-One Borrower Generally, a Pennsylvania-chartered commercial bank may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of capital. An additional amount may be loaned, equal to 10% of unimpaired capital and surplus, if the loan is secured by readily marketable collateral, which generally does not include real estate. As of December 31, 2025, the Bank was in compliance with the loans-to-one borrower limitations. Capital Distributions The Pennsylvania Banking Code states, in part, that dividends may be declared and paid only out of accumulated net earnings and may not be declared or paid unless surplus is at least equal to capital. Dividends may not reduce surplus without the prior consent of the PADOBS. In addition, the Federal Deposit Insurance Act provides that an insured depository institution may not make any capital distribution if, after making such distribution, the institution would fail to meet any applicable regulatory capital requirement. Community Reinvestment Act and Fair Lending Laws All insured institutions have a responsibility under the Community Reinvestment Act and related regulations to help meet the credit needs of their communities, including low- and moderate-income borrowers. The FDIC is required to assess the Bank’s record of compliance with the Community Reinvestment Act. Failure to comply with the provisions of the Community Reinvestment Act could, at a minimum, result in denial of certain corporate applications, such as branches or mergers, or in restrictions on its activities. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the FDIC, as well as other federal regulatory agencies and the Department of Justice. The Community Reinvestment Act requires all institutions insured by the FDIC to publicly disclose their rating. The Bank received a “satisfactory” rating in its most recent federal examination. Cybersecurity Banking organizations are required to notify their primary federal regulator as soon as possible, and no later than 36 hours after, the banking organization determines that a "computer-security incident" rising to the level of a "notification incident" has occurred. Notification is required for incidents that have materially affected or are reasonably likely to materially affect the viability of a banking organization's operations, its ability to deliver banking products and services, or the stability of the financial sector. Service providers are required under the rule to notify affected banking organization customer as soon as possible when the provider determines that it is experienced a computer-security incident that has materially affected or is reasonably likely to materially affect the banking organization's customers for four or more hours. Transactions with Related Parties A state-chartered bank’s authority to engage in transactions with its affiliates is limited by Sections 23A and 23B of the Federal Reserve Act and federal regulation. An affiliate is generally a company that controls or is under common control with an insured depository institution, such as the Bank. The Company is an affiliate of the Bank because of its control of the Bank. In general, transactions between an insured depository institution and its affiliates are subject to certain quantitative limits and collateral requirements. In addition, federal regulations prohibit a state-chartered bank from lending to any of its affiliates that are engaged in activities that are not permissible for bank holding companies and from purchasing the securities of any affiliate, other than a subsidiary. Finally, transactions with affiliates must be consistent with safe and sound banking practices, not involve the purchase of low-quality assets and be on terms that are as favorable to the institution as comparable transactions with non-affiliates. The Bank’s authority to extend credit to its directors, executive officers and 10% shareholders, as well as to entities controlled by such persons, is currently governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve. Among other things, these provisions generally require that extensions of credit to insiders 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 and that do not involve more than the normal risk of repayment or present other unfavorable features; and 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. In addition, extensions of credit in excess of certain limits must be
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13 approved by the Bank’s Board. Extensions of credit to executive officers are subject to additional limits based on the type of extension involved. Standards for Safety and Soundness Federal law requires each federal banking agency to prescribe certain standards for all insured depository institutions. These standards relate to, among other things, internal controls, information systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, compensation, and other operational and managerial standards as the agency deems appropriate. Interagency guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to implement an acceptable compliance plan. Failure to implement such a plan can result in further enforcement action, including the issuance of a cease and desist order or the imposition of civil money penalties. Prompt Corrective Regulatory Action Federal law requires, among other things, that federal bank regulatory authorities take "prompt corrective action" with respect to banks that do not meet minimum capital requirements. For these purposes, the law establishes five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. An institution is deemed to be "well capitalized" if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater. An institution is "adequately capitalized" if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An institution is "undercapitalized" if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%. An institution is deemed to be "significantly undercapitalized" if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 ratio of less than 3.0%. An institution is considered to be "critically undercapitalized" if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%. Generally, the PADOBS is required to appoint a receiver or conservator for a state-chartered bank that is “critically undercapitalized” within specific time frames. The regulations also provide that a capital restoration plan must be filed with the FDIC within 45 days of the date that an institution is deemed to have received notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Any bank holding company of an institution that is required to submit a capital restoration plan must guarantee performance under the plan in an amount of up to the lesser of 5% of the institution’s assets at the time it was deemed to be undercapitalized by the FDIC or the amount necessary to restore the institution to adequately capitalized status. This guarantee remains in place until the FDIC notifies the institution that it has maintained adequately capitalized status for each of four consecutive calendar quarters. Institutions that are undercapitalized become subject to certain mandatory measures, such as restrictions on capital distributions and asset growth. The PADOBS may also take any one of a number of discretionary supervisory actions against undercapitalized institutions, including the issuance of a capital directive and the replacement of senior executive officers and directors. At December 31, 2025, the Bank met the criteria for being considered “well capitalized.” Enforcement The PADOBS maintains enforcement authority over the Bank, including the power to issue cease and desist orders and civil money penalties and to remove directors, officers or employees. It also has the power to appoint a conservator or receiver for a bank upon insolvency, imminent insolvency, unsafe or unsound condition or certain other situations. The FDIC has primary federal enforcement responsibility over non-member state banks and has authority to bring actions against the institution and all institution-affiliated parties, including shareholders, and any attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful actions likely to have an adverse effect on the bank. Formal enforcement action may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors. Civil penalties cover a wide range of violations and can amount to $25,000 per day, or even $1 million per day in especially egregious cases. In general, regulatory enforcement actions occur with respect to situations involving unsafe or unsound practices or conditions, violations of law or regulation or breaches of fiduciary duty. Federal and Pennsylvania laws also establish criminal penalties for certain violations.
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14 Federal Insurance of Deposit Accounts The maximum amount of deposit insurance for banks, savings institutions and credit unions is $250,000 per depositor. Assessments for most insured depository institutions are now based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of failure within three years. The assessment range (inclusive of possible adjustments) is for institutions of the Bank’s size 2.5 basis points to 32 basis points as of December 31, 2025. The FDIC has authority to increase insurance assessments and also to issue special assessments. Any significant increases would have an adverse effect on the operating expenses and results of operations of the Bank. Management cannot predict what assessment rates will be in the future. Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or 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. We do not currently know of any practice, condition or violation that may lead to termination of our deposit insurance. Prohibitions Against Tying Arrangements State-chartered banks are prohibited, subject to some exceptions, from extending credit to or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution. FHLB System The Bank is a member of the FHLB System, which consists of 11 regional FHLBs. The FHLB System provides a central credit facility primarily for member institutions as well as other entities involved in home mortgage lending. As a member of the FHLB of Pittsburgh, the Bank is required to acquire and hold shares of capital stock in the FHLB. As of December 31, 2025, the Bank was in compliance with this requirement. The Bank is able to borrow from the FHLB of Pittsburgh, which provides an additional source of liquidity for the Bank. Other Regulations Interest and other charges collected or contracted for by the Bank are subject to state usury laws and federal laws concerning interest rates. The Bank's operations are also subject to federal laws applicable to credit transactions, such as the: ▪ Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers; ▪ Real Estate Settlement Procedures Act, requiring that borrowers for mortgage loans for one-to four-family residential real estate receive various disclosures, including good faith estimates of settlement costs, lender servicing and escrow account practices, and prohibiting certain practices that increase the cost of settlement services; ▪ Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; ▪ Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; ▪ Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies; ▪ Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and ▪ Rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws. The operations of the Bank also are subject to the: ▪ Truth In Savings Act, which requires banks to provide consumers with disclosures about terms and cost of deposit accounts and imposes requirements for deposit account advertisements; ▪ Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;
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15 ▪ Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services; ▪ Check Clearing for the 21st Century Act (also known as "Check 21"), which gives "substitute checks," such as digital check images and copies made from that image, the same legal standing as the original paper check; ▪ USA PATRIOT Act, which requires banks operating to, among other things, establish broadened anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to supplement existing compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control regulations; and ▪ Gramm-Leach-Bliley Act, which places limitations on the sharing of consumer financial information by financial institutions with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act requires all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution's privacy policy and provide such customers the opportunity to "opt out" of the sharing of certain personal financial information with unaffiliated third parties. Bank Holding Company Regulation General The Company, as a bank holding company controlling the Bank, is subject to regulation and supervision by the Federal Reserve under the BHC Act. The Company is periodically examined by and required to submit reports to the Federal Reserve and must comply with the Federal Reserve’s rules and regulations. Among other things, the Federal Reserve has authority to restrict activities by a bank holding company that are deemed to pose a serious risk to the subsidiary bank. Permissible Activities A bank holding company is generally prohibited from engaging in non-banking activities, or acquiring direct or indirect control of more than 5% of the voting securities of any company engaged in non-banking activities. One of the principal exceptions to this prohibition is for activities found by the Federal Reserve to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the principal activities that the Federal Reserve has determined by regulation to be so closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing discount brokerage services; (iv) acting as fiduciary, investment or financial advisor; (v) leasing personal or real property; (vi) making investments in corporations or projects designed primarily to promote community welfare; and (vii) acquiring a savings and loan association whose direct and indirect activities are limited to those permitted for bank holding companies. The Gramm-Leach-Bliley Act of 1999 authorized a bank holding company that meets specified conditions, including being “well capitalized” and “well managed,” to opt to become a “financial holding company” and thereby engage in a broader array of financial activities than previously permitted. Such activities can include insurance underwriting and investment banking. A “financial holding company” may engage in a broader array of financial activities than permitted a typical bank holding company. Such activities can include insurance underwriting and investment banking. The Company has not elected “financial holding company” status. Capital Bank holding companies are subject to consolidated regulatory capital requirements, which have historically been similar to, though less stringent than, those of the for the Bank. The Dodd Frank Act, however, required the Federal Reserve to promulgate consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves. As a result, consolidated regulatory capital requirements identical to those applicable to the subsidiary banks generally apply to bank holding companies. However, the Federal Reserve has provided a “Small Bank Holding Company” exception to its consolidated capital requirements, and subsequent legislation and the related issuance of regulations by the Federal Reserve have increased the threshold for the exception to $3.0 billion of consolidated assets. Consequently, bank holding companies such as the Company with less than $3.0 billion of consolidated assets are not subject to the consolidated holding company capital requirements unless otherwise directed by the Federal Reserve. The Company expects to be subject to the consolidated holding company regulatory capital requirements beginning January 1, 2027 if the Merger is not completed. Source of Strength The Federal Reserve has issued regulations requiring that all bank holding companies serve as a source of strength to their subsidiary depository institutions by providing financial, managerial and other support in times of an institution’s distress.
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16 Dividends and Stock Repurchases The Federal Reserve has issued a policy statement regarding the payment of dividends by holding companies. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall supervisory financial condition. Separate regulatory guidance provides for prior consultation with Federal Reserve staff concerning dividends in certain circumstances such as where the company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or the company’s overall rate or earnings retention is inconsistent with the company’s capital needs and overall financial condition. The ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. The regulatory guidance also states that a bank holding company should consult with Federal Reserve supervisory staff prior to redeeming or repurchasing common stock or perpetual preferred stock if the bank holding company is experiencing financial weaknesses or the repurchase or redemption would result in a net reduction, at the end of a quarter, in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred. There is a separate requirement that a bank holding company give the Federal Reserve prior written notice of any purchase or redemption of then outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve order or directive, or any condition imposed by, or written agreement with, the Federal Reserve. There is an exception to this approval requirement for well-capitalized bank holding companies that meet certain other conditions. These regulatory policies may affect the ability of the Company to pay dividends, repurchase shares of common stock or otherwise engage in capital distributions. Acquisition of Control of the Company Under the Change in Bank Control Act, no person or group of persons may acquire control of a bank holding company such as the Company unless the Federal Reserve has prior written notice and has not issued a notice disapproving the proposed acquisition. In evaluating such notices, the Federal Reserve takes into consideration such factors as the financial resources, competence, experience and integrity of the acquirer, the future prospects the bank holding company involved and its subsidiary bank and the competitive effects of the acquisition. Control, as defined under federal law, means ownership, control of or holding irrevocable proxies representing more than 25% of any class of voting stock. Acquisition of more than 10% of any class of a bank holding company’s voting stock constitutes a rebuttable presumption of control under the regulations under certain circumstances including where, as is the case with the Company, the issuer has registered securities under Section 12 of the Securities Exchange Act of 1934. Emerging Growth Company Status The Jumpstart Our Business Startups Act (the “JOBS Act”), made numerous changes to the federal securities laws to facilitate access to capital markets. Under the JOBS Act, a company with total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year qualifies as an “emerging growth company.” The Company qualifies as an emerging growth company under the JOBS Act. An “emerging growth company” may choose not to hold shareholder votes to approve annual executive compensation (more frequently referred to as “say-on-pay” votes) or executive compensation payable in connection with a merger (more frequently referred to as “say-on- golden parachute” votes). An emerging growth company also is not subject to the requirement that its auditors attest to the effectiveness of the company’s internal control over financial reporting, and can provide scaled disclosure regarding executive compensation; however, the Company will also not be subject to additional executive compensation disclosure so long as it remains a “smaller reporting company” under Securities and Exchange Commission regulations (generally less than $250 million of voting and non-voting equity held by non- affiliates or less than $100.0 million in annual revenue). Finally, an emerging growth company may elect to comply with new or amended accounting pronouncements in the same manner as a private company, but must make such election when the company is first required to file a registration statement. The Company has elected to comply with new or amended accounting pronouncements in the same manner as a private company. A company loses emerging growth company status on the earlier of: (i) the last day of the fiscal year of the company during which it had total annual gross revenues of $1.235 billion or more; (ii) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the company pursuant to an effective registration statement under the Securities Act of 1933; (iii) the date on which such company has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which such company is deemed to be a “large accelerated filer” under Securities and Exchange Commission regulations (generally, at least $700 million of voting and non- voting equity held by non-affiliates).
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17 Sarbanes-Oxley Act of 2002 The Sarbanes-Oxley Act of 2002 is intended to improve corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Company has policies, procedures and systems designed to comply with these regulations, and will review and document such policies, procedures and systems to ensure continued compliance with these regulations.
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Item 1A. Risk Factors. An investment in our common stock is subject to risks inherent in our business. The material risks and uncertainties that management believes affect us are described below. You should carefully consider the risks and uncertainties described below together with all of the other information included or incorporated by reference in this report and our other filings with the Securities and Exchange Commission. 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 report is qualified in its entirety by these risk factors. Risks Related to Our Business Regulatory approvals for the Merger may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the continuing corporation following the Merger. Before the Merger with BHRB may be completed, various approvals, consents and non-objections must be obtained from regulatory authorities. In determining whether to grant these approvals, such regulatory authorities consider a variety of factors, including the regulatory standing of each party. These approvals could be delayed or not obtained at all, including due to any or all of the following: an adverse development in either party’s regulatory standing, considerations related to the continuing corporation exceeding $10 billion in total assets, or any other factors considered by regulators when granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment generally. Even if the approvals are granted, they may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the continuing corporation’s business or require changes to the terms of the transactions contemplated by the Merger Agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions or that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the Merger Agreement, imposing additional material costs on or materially limiting the revenues of the continuing corporation following the Merger or otherwise reduce the anticipated benefits of the Merger. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the Merger. Additionally, the completion of the Merger is conditioned on the absence of certain orders, injunctions or decrees by any court or governmental entity of competent jurisdiction that would prohibit or make illegal the completion of the Merger. The Company will be subject to business uncertainties and contractual restrictions while the Merger is pending. Uncertainty about the effect of the Merger on employees and customers may have an adverse effect on the Company. These uncertainties may impair the Company’s ability to attract, retain and motivate key personnel until the Merger is completed, and could cause customers and others that deal with the Company to seek to change existing business relationships with the Company. In addition, subject to certain exceptions, the Company has agreed to operate its business in the ordinary course in all material respects and to refrain from taking certain actions that may adversely affect its ability to consummate the transactions contemplated by the Merger Agreement on a timely basis without the consent of BHRB. These restrictions may prevent the Company from pursuing attractive business opportunities that may arise prior to the completion of the Merger. A significant portion of the Company’s loan portfolio is secured by real estate, and events that negatively impact the real estate market could hurt its business. The vast majority of the Company’s loans have real estate as a primary or secondary component of collateral. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. A weakening of the real estate market in the Company’s primary market areas could result in an increase in the number of borrowers who default on their loans and a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on the Company’s profitability and asset quality. If the Company is required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, the Company’s earnings and capital could be adversely affected. Acts of nature, including hurricanes, tornadoes, earthquakes, fires and floods, which may cause uninsured damage and other loss of value to real estate that secures these loans, may also negatively impact the Company’s financial condition. The Company’s loan portfolio contains a number of real estate loans with relatively large balances. The Company’s loan portfolio contains a number of real estate loans with relatively large balances. The deterioration of one or a few of these loans could cause a significant increase in nonperforming loans, which could result in a net loss of earnings, an increase in the provision for credit losses and an increase in loan charge-offs, all of which could have a material adverse effect on the Company’s financial condition and results of operations.
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19 Commercial real estate loans may increase the Company’s exposure to credit risk. At December 31, 2025, the Company’s commercial real estate loans totaled $1.56 billion, or 61.10%, of our total loan portfolio. Loans secured by commercial real estate are generally viewed as having more risk of default than loans secured by residential real estate or consumer loans because repayment of the loans often depends on the successful operation of the property, the income stream of the borrowers, the accuracy of the estimate of the property’s value at completion of construction, and the estimated cost of construction. Such loans are generally more risky than loans secured by consumer loans because those loans are typically not secured by real estate collateral. An adverse development with respect to one lending relationship can expose the Company to a significantly greater risk of loss compared with a single-family residential mortgage loan because the Company typically has more than one loan with such borrowers. Additionally, these loans typically involve larger loan balances to single borrowers or groups of related borrowers compared with single-family residential mortgage loans. Therefore, the deterioration of one or a few of these loans could cause a significant decline in the related asset quality. If the Company’s primary market areas experience an economic slowdown, these loans represent higher risk and could result in a sharp increase in loans charged off and could require the Company to significantly increase its allowance for credit losses, which could have a material adverse impact on its business, financial condition, results of operations, and cash flows. Repayment of commercial business loans is often dependent on the cash flows of the borrower, which may be unpredictable, and the collateral securing these loans may fluctuate in value. At December 31, 2025, $275.8 million, or 10.79% of our total loan portfolio, consisted of commercial business loans. The Company’s commercial business loans are originated primarily based on the identified cash flow and general liquidity of the borrower and secondarily on the underlying collateral provided by the borrower and/or repayment capacity of any guarantor. The borrower’s cash flow may be unpredictable, and collateral securing these loans may fluctuate in value. Although commercial business loans are often collateralized by equipment, inventory, accounts receivable, or other business assets, the liquidation of collateral in the event of default is often an insufficient source of repayment because accounts receivable may be uncollectible and inventories may be obsolete or of limited use. In addition, business assets may depreciate over time, may be difficult to appraise, and may fluctuate in value based on the success of the business. Accordingly, the repayment of commercial business loans depends primarily on the cash flow and credit worthiness of the borrower and secondarily on the underlying collateral value provided by the borrower and liquidity of the guarantor. A portion of the Bank’s loan portfolio consists of loan participations. Loan participations may have a higher risk of loss than loans the Bank originates because it is not the lead lender, and the Bank has limited control over credit monitoring. The Bank participates in commercial real estate loans with other financial institutions from time to time in which it is not the lead lender. The Bank’s commercial real estate loan participations are generally located in Pennsylvania although the Bank has from time to time participated in loans located in the states of Maryland, Delaware and Virginia. The Bank also occasionally participates in commercial business loans with other financial institutions in which it is not the lead lender. These loans are limited to our geographic lending market and are generally secured by blanket UCC liens. At December 31, 2025, commercial real estate loan participations for which the Bank was not the lead lender totaled $69.9 million, or 4.48% of our commercial real estate loan portfolio. Commercial business loan participations for which the Bank was not the lead lender totaled $12.3 million, or 4.46% of our commercial business loan portfolio. Construction loan participations for which the Bank was not the lead lender totaled $513 thousand, or 0.30% of our construction loan portfolio. The Bank underwrites each commercial real estate loan, commercial business loan and commercial construction loan that it participates in and establishes the loan classification and loan provision using the same criteria it uses for loans the Bank originates. Loan participations may have a higher risk of loss than loans the Bank originates because the Bank relies on the lead lender to service and to monitor the performance of the loan. Moreover, 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 the Bank would for loans that it originates. At December 31, 2025, no loan participations were delinquent 60 days or more. If the Bank underwriting of these participation loans is not sufficient, non-performing loans may increase, and earnings may decrease. The Company may be exposed to risk of environmental liabilities with respect to properties to which it takes title. In the course of the Company’s business, it may foreclose and take title to real estate, potentially becoming subject to environmental liabilities associated with the properties. The Company may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs or the Company may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. Costs associated with investigation or remediation activities can be substantial. If the Company is the owner or former owner of a contaminated site, the Company may be subject to common law claims
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20 by third parties based on damages and costs resulting from environmental contamination emanating from the property. These costs and claims could adversely affect the Company’s business, results of operations, financial condition, and the value of its securities. The Company’s decisions regarding allowance for credit losses and credit risk may materially and adversely affect its business. Making loans and other extensions of credit is an essential element of the Company’s business. Although the Company seeks to mitigate risks inherent in lending by adhering to specific underwriting practices, the Company’s loans and other extensions of credit may not be repaid. The risk of nonpayment is affected by a number of factors, including: • the duration of the credit; • credit risks of a particular customer; • changes in economic and industry conditions; and • in the case of a collateralized loan, risks resulting from uncertainties about the future value of the collateral. The Company attempts to maintain an appropriate allowance for credit losses to provide for estimated losses over the life of the loan portfolio. The Company periodically determines the amount of the allowance based on consideration of several factors, including but not limited to: • an ongoing review of the quality, mix, and size of the Company’s overall loan portfolio; • the Company’s historical loan loss experience; • evaluation of economic conditions; • regular reviews of loan delinquencies and loan portfolio quality; • ongoing review of financial information provided by borrowers; and • the amount and quality of collateral, including guarantees, securing the loans. The determination of the appropriate level of the allowance for credit losses inherently involves a high degree of subjectivity and requires the Company to make significant estimates of current credit risks and future trends, all of which may undergo material changes. Deterioration in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans and other factors, both within and outside of the Company’s control, may require an increase in the allowance for credit losses. In addition, regulatory agencies periodically review the Company’s allowance for credit losses and may require an increase in the provision for credit losses or the recognition of further loan charge-offs, based on judgments different than those of management. In addition, if charge-offs in future periods exceed the allowance for credit losses, the Company will need additional provisions to increase the allowance for credit losses. Any increases in the allowance for credit losses will result in a decrease in net income and, possibly, capital, and may have a material adverse effect on the Company’s financial condition and results of operations. If the Company’s non-performing assets increase, earnings will be adversely affected. At December 31, 2025, non-performing assets, which consist of non-performing loans and other real estate owned, were $24.4 million, or 0.79% of total assets. The Company’s non-performing assets adversely affect net income in various ways: • the Company records interest income only on the cash basis or cost-recovery method for nonaccrual loans and it does not record interest income for other real estate owned; • the Company must provide for estimated credit losses through a current period charge to the provision for credit losses; • noninterest expense increases when the Company writes down the value of properties in its other real estate owned portfolio to reflect changing market values; • there are legal fees associated with the resolution of problem assets, as well as carrying costs, such as taxes, insurance, and maintenance fees; and
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21 • the resolution of non-performing assets requires the active involvement of management, which can distract them from more profitable activity. If additional borrowers become delinquent and do not pay back their loans and the Company is unable to successfully manage its non-performing assets, losses and troubled assets could increase significantly, which could have a material adverse effect on the Company’s financial condition and results of operations. The Company may have higher loan losses than it has allowed for in its allowance for credit losses. The Company’s actual loan losses could exceed its allowance for credit losses and therefore its allowance for credit losses may not be adequate. A significant portion of the Company’s loan portfolio is secured by commercial real estate. Repayment of such loans is generally considered more subject to market risk than residential mortgage loans. Industry experience shows that a portion of loans will become delinquent and a portion of loans will require partial or entire charge-off. Regardless of the underwriting criteria utilized, losses may be experienced as a result of various factors beyond the Company’s control, including among other things, changes in market conditions affecting the value of loan collateral and problems affecting borrower credit. Inflation can have an adverse impact on our business and on our customers. The national economy continues to experience elevated levels of inflation, but not at levels seen in 2022 and 2023. As of December 31, 2025, the year over year consumer price index (“CPI”) increase was 2.7%, primarily driven by increases in food prices. The Federal Reserve raised interest rates by 100 basis points through July 2023 to combat rising inflation, and reduced rates by 125 basis points beginning in September 2024. High inflation, if sustained, could have an adverse effect on our business. The increase in interest rates in response to elevated levels of inflation has decreased the value of our securities portfolio, resulting in an increase in unrealized losses recorded in accumulated other comprehensive income (loss) in the shareholders’ equity section of our balance sheet. In addition, inflation- driven increases in our levels of non-interest expense could negatively impact our results of operations. High inflation and increasing interest rates could also cause increased volatility in the business environment, which could adversely affect loan demand and borrowers’ ability to repay loans. The Company relies heavily on its senior management team and the unexpected loss of any of those personnel could adversely affect its operations. The Company is a customer-focused and relationship-driven organization. The Company expects its future growth to be driven in a large part by the relationships maintained with its customers by its chief executive officer and by other senior officers. The unexpected loss of any of the Company’s key employees could have a material adverse effect on its business and operations, which would have an adverse effect on its business, results of operations, financial condition, and the value of its securities. The success of the Company’s strategy depends on its ability to identify and retain individuals with experience and relationships in its markets. In order to be successful, the Company must identify and retain experienced key management members with local expertise and relationships. Competition for qualified personnel is intense and there are a limited number of qualified persons with knowledge of and experience in the community banking industry in the Company’s chosen geographic markets. Even if the Company identifies individuals that it believes could assist the Company in building its franchise, the Company may be unable to recruit these individuals away from more established banks. In addition, the process of identifying and recruiting individuals with the combination of skills and attributes required to carry out the Company’s strategy is often lengthy. The Company’s inability to identify, recruit, and retain talented personnel could limit its growth and could materially adversely affect its business, results of operations, financial condition, and the value of its securities.
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22 Changes in economic conditions, in particular an economic slowdown in Pennsylvania, Maryland, Delaware, and Northern Virginia could materially and negatively affect the Company’s business. The Company primarily serves individuals, businesses and municipalities located in Chester, Cumberland, Dauphin, Lancaster, Northumberland, Schuylkill, and York Counties in Pennsylvania, Wicomico, Charles, Anne Arundel, and Worcester counties in Maryland, Sussex county in Delaware, Spotsylvania and Fairfax counties in Virginia, and the city of Fredericksburg, Virginia (the "local market"). As of December 31, 2025, a majority of our loan portfolio was secured by real estate and other assets located in the local market. The Company’s business is directly impacted by factors such as economic, political and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in government monetary and fiscal policies and inflation, all of which are beyond the Company’s control. Any deterioration in economic conditions, whether caused by national or local concerns, in particular any further economic slowdown in the local market, could result in the following consequences, any of which could hurt the Company’s business materially: loan delinquencies may increase; problem assets and foreclosures may increase; demand for the Company’s products and services may decrease; low cost or noninterest bearing deposits may decrease; and collateral for loans made by the Company, especially real estate, may decline in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral associated with the Company’s existing loans. The Company’s success significantly depends upon the growth in population, income levels, deposits, and housing starts in the Company's local market. If the communities in which the Company operates do not grow or if prevailing economic conditions locally or nationally are unfavorable, the Company’s business may not succeed. An economic downturn or prolonged recession would likely result in further deterioration of the quality of the Company’s loan portfolio and reduce the Company’s level of deposits, which in turn would hurt its business. If the Company experiences an economic downturn or a prolonged economic recession occurs in the economy as a whole, borrowers will be less likely to repay their loans as scheduled. Unlike many larger institutions, the Company is not able to spread the risks of unfavorable local economic conditions across a large number of diversified economies. An economic downturn could, therefore, result in losses that materially and adversely affect the Company’s business. The small- and medium-sized business target market may have fewer financial resources to weather a downturn in the economy. The Company targets its commercial development and marketing strategy to serve the banking and financial services needs of small- and medium-sized businesses. These businesses generally have fewer financial resources in terms of capital or borrowing capacity than larger entities. If general economic conditions negatively impact this major economic sector in the markets in which the Company operates, its results of operations and financial condition, as well as the value of its securities, may be adversely affected. Higher FDIC deposit insurance premiums or special assessments could adversely impact the Company’s financial condition. The Bank's deposits are insured up to applicable limits by the Deposit Insurance Fund ("DIF") of the FDIC and are subject to deposit insurance assessments to maintain deposit insurance. As an FDIC-insured institution, the Bank is required to pay quarterly deposit insurance premium assessments to the FDIC. The assessment range (inclusive of possible adjustments) is for institutions of the Bank's size 2.5 basis points to 32 basis points as of December 31, 2025. If there are financial institution failures, the Bank may be required to pay higher FDIC premiums or special assessments. For example, in 2023, the FDIC issued a special assessment for banks with total consolidated assets of $5 billion or more in order to recover losses sustained by the DIF as a result of the March 2023 failures of Silicon Valley Bank and Signature Bank. Although the Bank cannot predict if there will be future increases to insurance assessment rates or special assessments, either a deterioration in its risk-based capital ratios or further adjustments to the base assessment rates could have a material adverse impact on its business, financial condition, results of operations, and cash flows. The Company depends on the accuracy and completeness of information about clients and counterparties and its financial condition could be adversely affected if it relies on misleading information. In deciding whether to extend credit or to enter into other transactions with clients and counterparties, the Company may rely on information furnished to it by or on behalf of clients and counterparties, including financial statements and other financial information, which it does not independently verify. The Company also may rely on representations of clients and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. For example, in deciding whether to extend credit to clients, the Company may assume that a customer’s audited financial statements conform with GAAP and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. The Company’s financial condition and results of operations could be negatively impacted to the extent it relies on financial statements that do not comply with GAAP or are materially misleading.
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23 Changes in prevailing interest rates may reduce the Company’s profitability. The Company’s results of operations depend in large part upon the level of its net interest income, which is the difference between interest income from interest-earning assets, such as loans and investment securities, and interest expense on interest-bearing liabilities, such as deposits and other borrowings. Depending on the terms and maturities of the Company’s assets and liabilities, a significant change in interest rates could have a material adverse effect on its profitability. Many factors cause changes in interest rates, including governmental monetary policies and domestic and international economic and political conditions. While the Company intends to manage the effects of changes in interest rates by adjusting the terms, maturities, and pricing of its assets and liabilities, its efforts may not be effective and its financial condition and results of operations could suffer. The Company is subject to interest rate risk, and fluctuations in market interest rates may affect its interest margin and income, demand for products, defaults on loans, loan prepayments and the fair value of its financial instruments. The Company’s earnings and cash flows depend largely upon its net interest income. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of governmental and regulatory agencies, particularly the Federal Reserve. Changes in monetary policy, including changes in interest rates, could influence the interest the Company receives on loans and investments and the amount of interest it pays on deposits and borrowings, which may affect net interest margin. Such changes could also affect (i) demand for products and services and price competition, in turn affecting our ability to originate loans and obtain deposits; (ii) the fair value of the Company’s financial assets and liabilities; (iii) the average duration of its mortgage-backed securities portfolio and other interest-earning assets; (iv) levels of defaults on loans; and (v) loan prepayments. During 2023, in response to accelerated inflation, the Federal Reserve continued to implement monetary tightening policies, resulting in increased interest rates. By the end of 2025, following several interest rate cuts, the Federal Reserve has signaled that interest rates may remain stable. 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. In addition, the Company’s net interest margin may contract in a rising rate environment because its funding costs may increase faster than the yield earned on its interest-earning assets. In a rising rate environment, demand for loans may decrease and loans with adjustable interest rates are more likely to experience a higher rate of default. Additionally, changes in interest rates also affect the fair value of the securities portfolio. Generally, the value of securities moves inversely with changes in interest rates. The combination of these events may adversely affect the Company’s financial condition and results of operations. 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. In addition, in a falling rate environment or the recent pandemic-related environment where the Federal Reserve held the federal reference rate near 0.00%, loans may be prepaid sooner than the Company expects, which could result in a delay between when the Company receives the prepayment and when it is able to redeploy the funds into new interest- earning assets and in a decrease in the amount of interest income the Company is able to earn on those assets. If the Company is unable to manage these risks effectively, its financial condition and results of operations could be materially adversely affected. Any substantial, unexpected or prolonged change in market interest rates could have a material adverse effect on the Company’s financial condition and results of operations. Also, the Company’s interest rate risk modeling techniques and assumptions likely may not fully predict or capture the impact of actual interest rate changes on its balance sheet. The Company may be adversely affected by the soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. The Company has exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks, and other institutional clients. Many of these transactions expose the Company to credit risk in the event of a default by a counterparty or client. In addition, the Company’s credit risk may be exacerbated when the collateral held by the Bank cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due to the Bank. Any such losses could have a material adverse effect on the Company’s financial condition and results of operations.
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24 Competition with other financial institutions may have an adverse effect on the Company’s ability to retain and grow its client base, which could have a negative effect on its financial condition or results of operations. The banking and financial services industry is very competitive and includes services offered from other banks, savings and loan associations, credit unions, mortgage companies, other lenders, and institutions offering uninsured investment alternatives. Legal and regulatory developments have made it easier for new and sometimes unregulated competitors to compete with the Company. The financial services industry has and is experiencing an ongoing trend towards consolidation in which fewer large national and regional banks and other financial institutions are replacing many smaller and more local banks. These larger banks and other financial institutions hold a large accumulation of assets and have significantly greater resources and a wider geographic presence or greater accessibility. In some instances, these larger entities operate without the traditional brick and mortar facilities that restrict geographic presence. Some competitors have more aggressive marketing campaigns and better brand recognition, and are able to offer more services, more favorable pricing or greater customer convenience than the Bank. In addition, competition has increased from new banks and other financial services providers that target the Company’s existing or potential customers. As consolidation continues among large banks, the Company expects other smaller institutions to try to compete in the markets the Company plans to serve. This competition could reduce the Company's net income by decreasing the number and size of the loans that it originates and the interest rates it charges on these loans. Additionally, these competitors may offer higher interest rates, which could decrease the deposits the Company attracts or require it to increase rates to retain existing deposits or attract new deposits. Increased deposit competition could adversely affect the Company’s ability to generate the funds necessary for lending operations which could increase its cost of funds. The financial services industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge as part of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Technological developments have allowed competitors, including some non-depository institutions, to compete more effectively in local markets and have expanded the range of financial products, services and capital available to the Company’s target customers. If the Company is unable to implement, maintain and use such technologies effectively, it may not be able to offer products or achieve cost-efficiencies necessary to compete in the industry. In addition, some of these competitors have fewer regulatory constraints and lower cost structures. Liquidity needs could adversely affect the Company’s financial condition and results of operation. The primary sources of funds of the Bank are customer deposits and loan repayments. While scheduled loan repayments are a relatively stable source of funds, they are subject to the ability of borrowers to repay the loans. The ability of borrowers to repay loans can be adversely affected by a number of factors, including changes in economic conditions, adverse trends or events affecting business industry groups, reductions in real estate values or markets, business closings or lay-offs, inclement weather, which could be exacerbated by potential climate change, natural disasters and international instability. Market conditions may impact the competitive landscape for deposits in the banking industry. The interest rate environment and future actions the Federal Reserve may take may impact pricing and demand for deposits in the banking industry. Additionally, deposit levels may be affected by a number of factors, including rates paid by competitors, general interest rate levels, regulatory capital requirements, returns available to customers on alternative investments and general economic conditions. The withdrawal of more deposits than the Company anticipates could have an adverse impact on profitability as the Company may be required from time to time to rely on secondary sources of liquidity to meet withdrawal demands or otherwise fund operations. Such sources include proceeds from FHLB advances, sales of investment securities and loans, and federal funds lines of credit from correspondent banks, as well as out-of-market time deposits which could cause the Company's overall cost of funding to increase. While the Company believes that these sources are currently adequate, there can be no assurance they will be sufficient to meet future liquidity demands, particularly if the Company continues to grow and experience increasing loan demand. The Company may be required to slow or discontinue loan growth, capital expenditures or other investments or liquidate assets should such sources not be adequate. Technological advances impact the Company’s business; its information systems may experience an interruption or breach in security. To conduct the Company’s business, it relies heavily on new technology-driven products and services and on communications and information systems. The Company’s future success will depend, in part, on its ability to address the needs of the Bank’s customers by using technology to provide products and services that will satisfy customer demands for convenience as well as to create additional efficiencies in operations. Furthermore, any failure, interruption or breach of the security of the Company’s information systems could result in failures or disruptions in its customer relationship management, general ledger, deposit, loan and other systems. While the Company has policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of the Company’s information systems, there can be no assurance that the Company can prevent any such failures, interruptions or security breaches or, if they do occur, that they will be adequately addressed. During the normal course of the Company’s business, it has experienced and it expects to continue to experience attempts to breach its systems, none of which has
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25 been material to the Company to date, and it may be unable to protect sensitive data and the integrity of its systems. The occurrence of any failures, interruptions or security breaches of the Company’s information systems could damage its reputation, result in a loss of customer business, subject it to additional regulatory scrutiny, or expose it to civil litigation and possible financial liability, any of which could have a material adverse effect on its financial condition and results of operations as well as the value of its securities. The Company’s controls and procedures may fail or be circumvented. The Company regularly reviews and updates its 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 Company’s controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on its business, results of operations and financial condition. The Bank is subject to risks and losses resulting from fraudulent activities that could adversely impact its financial performance and results of operations. The Bank is susceptible to fraudulent activity that may be committed against it or its clients, which may result in financial losses or increased costs to the Bank or its clients, disclosure or misuse of its information or its client’s information, misappropriation of assets, privacy breaches against its clients, litigation or damage to the Bank’s reputation. We have recently experienced losses due to purported fraud related to a single commercial credit (the "Commercial Relationship") with total exposure of $5.0 million, requiring a full impairment, with an after-tax effect of $4.0 million during the fourth quarter of 2025. The determination of this reserve resulted from concerns with the Commercial Relationship raised during the fourth quarter of 2025, leading to the identification of purported fraudulent activity in January 2026. The Bank is most subject to fraud and compliance risk in connection with the origination of loans, ACH transactions, wire transactions, ATM transactions, checking transactions, and debit cards that it has issued to its customers and through its online banking portals. The Company maintains a system of internal controls and insurance coverage to mitigate against such risks, including data processing system failures and errors, and customer fraud. If its internal controls fail to prevent or detect any such occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on the Company’s business, financial condition and results of operations. Negative public opinion surrounding the Company and the financial institutions industry generally could damage its reputation and adversely impact its earnings. Reputation risk, or the risk to the Company’s business, earnings and capital from negative public opinion surrounding the Company and the financial institutions industry generally, is inherent in its business. Negative public opinion can result from the Company’s actual or alleged conduct in any number of activities, including lending practices, corporate governance and acquisitions, and from actions taken by government regulators and community organizations in response to those activities. Negative public opinion can adversely affect the Company’s ability to keep and attract clients and employees and can expose it to litigation and regulatory action. Although the Company takes steps to minimize reputation risk in dealing with its clients and communities, this risk will always be present given the nature of its business. Severe weather, natural disasters, public health emergencies and pandemics, acts of war or terrorism, and other external events could significantly impact our business. Severe weather, natural disasters, public health emergencies and pandemics, acts of war or terrorism, geopolitical conflicts, and other adverse external events could have a significant impact on the Company’s ability to conduct business. Such events could affect the operations of the bank branches, stability of the Bank’s deposit base, impair the ability 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 the Company to incur additional expenses. Additionally, demand for the Company’s products and services may decline; loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; collateral for loans may decline in value, which could increase loan losses; the allowance for credit losses may have to be increased if borrowers experience financial difficulties; a material decrease in net income could affect the Company’s ability to pay cash dividends; cybersecurity risks may be increased as the result of employees working remotely; critical services provided by third-party vendors may become unavailable; government actions and mandates may affect the Company’s workforce and infrastructure; and the Company may experience staffing shortages and unanticipated unavailability or loss of key employees. The occurrence of any such event or a combination of the foregoing factors could have a material adverse effect on the Company’s business, which, in turn, could have a material adverse effect on its financial condition and results of operations.
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26 Regulatory and Legal Risks The Company and the Bank are subject to extensive government regulation and supervision that could interfere with their ability to conduct their business and may negatively impact their financial results, restrict their activities, have an adverse impact on their operations, and impose financial requirements or limitations on the conduct of their business. The Company, primarily through the Bank, is subject to extensive federal and state regulation and supervision. Banking regulations are primarily intended to protect depositors’ funds, the Deposit Insurance Fund and the safety and soundness of the banking system as a whole, not shareholders. These regulations affect the Company’s 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. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect the Company in substantial and unpredictable ways. Such changes could subject the Company to additional costs, limit the types of financial services and products it may offer, and/or limit the pricing it may charge on certain banking services, among other things. The Company will have to apply resources to ensure that it is in compliance with any changes to statutes, regulations or regulatory policies, including changes in interpretations or implementation, which may increase its costs of operations and adversely impact its earnings. Imposition of limits by bank regulators on commercial real estate lending activities could curtail our growth and adversely affect our earnings. In 2006, the Office of the Comptroller of the Currency, the FDIC and the Federal Reserve (collectively, the “Agencies”) issued joint guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” (the “CRE Guidance”). Although the CRE Guidance did not establish specific lending limits, it provides that a bank’s commercial real estate lending exposure could receive increased supervisory scrutiny where total non-owner-occupied commercial real estate loans, including loans secured by apartment buildings, investor commercial real estate, and construction and land loans, represent 300% or more of an institution’s total risk- based capital, and the outstanding balance of the commercial real estate loan portfolio has increased by 50% or more during the preceding 36 months. Non-owner-occupied commercial real estate loans represent 369.85% of our risk-based capital at December 31, 2025 and the outstanding balance of our commercial real estate loan portfolio has increased by greater than 50% during the 36 months preceding December 31, 2025. In December 2015, the Agencies released a new statement on prudent risk management for commercial real estate lending (the “2015 Statement”). In the 2015 Statement, the Agencies, among other things, indicate the intent to continue “to pay special attention” to commercial real estate lending activities and concentrations going forward. If the Bank’s regulators were to impose restrictions on the amount of such loans it can hold in its portfolio or require it to implement additional compliance measures, for reasons noted above or otherwise, the Company’s earnings would be adversely affected as would earnings per share. The Bank faces a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations. The Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”), and other laws and regulations require financial institutions, among other duties, to institute and maintain effective anti-money laundering programs and file suspicious activity and currency transaction reports as appropriate. The Financial Crimes Enforcement Network, established by the U.S. Treasury to administer the Bank Secrecy Act, is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration and Internal Revenue Service. There is also increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control (the “OFAC”). Federal and state bank regulators also have begun to increase focus on compliance with Bank Secrecy Act and anti-money laundering regulations. If the Company’s policies, procedures and systems are deemed deficient or the policies, procedures and systems of the financial institutions that it has already acquired or may acquire in the future are deficient, it would be subject to liability, including fines and regulatory actions such as restrictions on its ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of its business plan, including its acquisition plans, which would negatively impact its business, financial condition and results of operations. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for the Company.
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27 Regulations relating to privacy, information security and data protection could increase the Company’s and the Bank’s costs, affect or limit how they collect and use personal information and adversely affect their business opportunities. The Company is subject to various privacy, information security and data protection laws, including requirements concerning security breach notification, and it could be negatively impacted by these laws. For example, the Company’s business is subject to the Financial Services Modernization Act of 1999, also known as the Gramm-Leach-Bliley Act, which, among other things: (i) imposes certain limitations on its ability to share nonpublic personal information about its customers with nonaffiliated third parties; (ii) requires that it provide certain disclosures to customers about its information collection, sharing and security practices and afford customers the right to “opt out” of any information sharing by the Company with nonaffiliated third parties (with certain exceptions) and (iii) requires it develop, implement and maintain a written comprehensive information security program containing safeguards appropriate based on its size and complexity, the nature and scope of its activities, and the sensitivity of customer information it processes, as well as plans for responding to data security breaches. Various state and federal banking regulators and states have also enacted data security breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in certain circumstances in the event of a security breach. Moreover, legislators and regulators in the United States are increasingly adopting or revising privacy, information security and data protection laws that potentially could have a significant impact on the Company’s current and planned privacy, data protection and information security-related practices, the Company’s collection, use, sharing, retention and safeguarding of consumer or employee information, and some of its current or planned business activities. This could also increase the Company’s costs of compliance and business operations and could reduce income from certain business initiatives. This includes increased privacy-related enforcement activity at the federal level, by the Federal Trade Commission, as well as at the state level, such as with regard to mobile applications. Compliance with current or future privacy, data protection and information security laws (including those regarding security breach notification) affecting customer or employee data to which the Company is subject could result in higher compliance and technology costs and could restrict its ability to provide certain products and services, which could have a material adverse effect on its business, financial conditions or results of operations. The Company’s failure to comply with privacy, data protection and information security laws could result in potentially significant regulatory or governmental investigations or actions, litigation, fines, sanctions and damage to its reputation, which could have a material adverse effect on its business, results of operations, financial condition, and the value of its securities. The Company's and the Bank’s use of third party vendors and their other ongoing third party business relationships are subject to increasing regulatory requirements and attention. The Company regularly uses third party vendors as part of its business. The Bank also has substantial ongoing business relationships with other third parties. These types of third party relationships are subject to increasingly demanding regulatory requirements and attention by the Company’s federal bank regulators. Regulatory guidance requires all banking organizations to enhance due diligence, ongoing monitoring and control over organizations’ third party vendors and other ongoing third party business relationships. The Company expects that its regulators will hold it responsible for any deficiencies in its oversight and control of its third party relationships and in the performance of the parties with which it has these relationships. As a result, if the Company’s regulators conclude that it has not exercised adequate oversight and control over its third party vendors or other ongoing third party business relationships or that such third parties have not performed appropriately, the Company could be subject to enforcement actions, including civil money penalties or other administrative or judicial penalties or fines as well as requirements for customer remediation, any of which could have a material adverse effect on its business, results of operations, financial condition, and the value of its securities. The Bank is limited in the amount it can lend to one borrower. The Bank is limited in the amount it can lend to a single borrower. The legal lending limit is 15% of such bank’s capital and surplus with an additional 10% available for certain loans meeting heightened collateral requirements. However, the Company generally imposes an internal limit that is lower than the legal maximum. The Bank’s lending limit may be less than the limit for some of its competitors and may affect its ability to seek relationships with larger businesses in its market area. From time to time, the Company attempts to accommodate larger loans by selling participations in those loans to other financial institutions. However, the Company cannot assure you that it will be able to attract or maintain customers seeking larger loans or that it will be able to sell participations in such loans on terms it considers favorable. The Company’s inability to attract and maintain these customers or its inability to sell loan participations on favorable terms could adversely impact its business, financial condition, results of operation, and the value of its securities.
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28 Federal, state and local consumer lending laws may restrict the Bank’s ability to originate certain mortgage loans or increase its risk of liability with respect to such loans and could increase its cost of doing business. Federal, state and local laws have been adopted that are intended to eliminate certain lending practices considered “predatory.” These laws prohibit practices such as steering borrowers away from more affordable products, selling unnecessary insurance to borrowers, repeatedly refinancing loans and making loans without a reasonable expectation that the borrowers will be able to repay the loans irrespective of the value of the underlying property. Loans with certain terms and conditions and that otherwise meet the definition of a “qualified mortgage” may be protected from liability to a borrower for failing to make the necessary determinations. The Company may find it necessary to tighten its mortgage loan underwriting standards in response to these rules, which may constrain its ability to make loans consistent with its business strategies. It is the Company’s policy not to make predatory loans and to determine borrowers’ ability to repay, but the law and related rules create the potential for increased liability with respect to the Company’s lending and loan investment activities. They increase the Company’s cost of doing business and, ultimately, may prevent it from making certain loans and cause it to reduce the average percentage rate or the points and fees on loans that it does make. The Bank is subject to federal and state fair lending laws, and failure to comply with these laws could lead to material penalties. Federal and state fair lending laws and regulations, such as the Equal Credit Opportunity Act and the Fair Housing Act, impose nondiscriminatory lending requirements on financial institutions. The Department of Justice, Consumer Financial Protection Bureau (“CFPB”) and other federal and state agencies are responsible for enforcing these laws and regulations. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. A successful challenge to the Company’s performance under the fair lending laws and regulations could adversely impact its rating under the Community Reinvestment Act and result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on merger and acquisition activity and restrictions on expansion activity, which could negatively impact its reputation, business, financial condition and results of operations. The Bank's current Community Reinvestment Act rating is “Satisfactory.” The Federal Reserve may require the Company to commit capital resources to support the Bank. The Federal Reserve requires a bank holding company to act as a source of financial and managerial strength to a subsidiary bank and to commit resources to support such subsidiary bank. Under the “source of strength” doctrine, the Federal Reserve may require a bank holding company to make capital injections into a troubled subsidiary bank and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to such a subsidiary bank. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) directs the federal bank regulators to require that all companies that directly or indirectly control an insured depository institution serve as a source of financial strength for the institution. Under these requirements, in the future, the Company could be required to provide financial assistance to the Bank, if it experiences financial distress. A capital injection may be required at times when the Company does not have the resources to provide it, and therefore the Company may be required to borrow the funds. In the event of a bank 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 holding company’s general unsecured creditors, including the holders of its note obligations. Thus, any borrowing that must be done by the holding company in order to make the required capital injection becomes more difficult and expensive and will adversely impact the holding company’s cash flows, financial condition, results of operations and prospects. Changes in the Federal Reserve's monetary or fiscal policies could adversely affect the Company's results of operations and financial conditions. The Company's earnings will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. The Federal Reserve has, and is likely to continue to have, an important impact on the operating results of banks through its power to implement national monetary policy, among other things, in order to curb inflation or combat a recession. The Federal Reserve’s actions affect the levels of bank loans, investments and deposits through its control over the issuance of United States government securities, its regulation of the discount rate applicable to member banks, and its influence on other monetary and fiscal policies. The monetary policies of the Federal Reserve may be affected by certain policy initiatives of the current Administration, which has announced tariffs on certain U.S. trading partners (and has indicated additional tariffs and retaliatory tariffs against U.S. trading partners may be announced in the future) and has implemented stricter immigration policies. Although forecasts have varied, many economists are projecting that such policy initiatives may halt productivity growth and reduce available labor, creating inflationary pressures. Under such a scenario, the Federal Reserve may decide to maintain the federal funds rate at a relatively
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29 elevated level for a prolonged period of time. The extent and timing of the current Administration’s policy changes and their impact on the policies of the Federal Reserve, as well as the Company’s business and financial results, are uncertain at this time. The Company may be subject to more stringent capital requirements in the future. From time to time, the Company’s banking regulators change the regulatory capital adequacy guidelines applicable to it and its banking subsidiary. In December 2010 and January 2011, the Basel Committee on Banking Supervision published the final texts of reforms on capital and liquidity generally referred to as “Basel III.” The federal regulatory agencies adopted capital rules implementing the Basel III capital framework in the United States. Under these rules, the Bank is required to satisfy additional, more stringent, capital adequacy standards than it has in the past. Now that the Company’s consolidated assets exceed $3.0 billion, the Company will be subject to consolidated holding company capital requirements similar to those applicable to the Bank. The Bank has met all of the requirements of the Basel III-based capital rules to date, but the Bank may fail to do so in the future. In addition, these requirements could have a negative impact on the Bank’s ability to lend, grow deposit balances, make acquisitions or make capital distributions in the form of dividends or share repurchases. Higher capital levels could also lower the Company’s return on equity, which may negatively impact its business, results of operations, financial condition, and the value of its securities. The Bank may be a party to various lawsuits. Litigation is subject to many uncertainties such that the expenses and ultimate exposure with respect to many of these matters cannot be ascertained. From time to time, customers and others make claims and take legal action pertaining to the Company’s performance of its ongoing obligations to customers or other matters. Whether customer claims and legal action are legitimate or unfounded, if such claims and legal actions are not resolved in the Company’s favor they may result in significant financial liability and/or adversely affect the market perception of it and its products and services as well as impact customer demand for those products and services. Any financial liability or reputation damage could have a material adverse effect on the Company’s business, which, in turn, could have a material adverse effect on its financial condition and results of operations. Risks Related to an Investment in the Company’s Securities There is a limited trading market in the Company's common stock, which will hinder your ability to sell our common stock and may lower the market price of the stock. Although the Company's common stock is traded on the Nasdaq Capital Market, there is currently a limited trading market for the Company's common stock. An active trading market for shares of the Company's common stock may never develop or be sustained. This limited trading market for the Company's common stock may reduce the market value of our common stock. Before investing in shares of the Company's common stock you should consider the limited trading market for our common stock and be financially prepared and able to hold your shares for an indefinite period. The Company can provide no assurance regarding whether it will continue to make dividend payments in the future. The Company currently pays a quarterly dividend of $0.075 per share. All future dividends will be dependent on the Company’s financial condition, results of operations, and cash flows, as well as capital regulations and dividend restrictions from the PADOBS, the FDIC, and the Federal Reserve. The Federal Reserve and the FDIC have issued policy statements, which provide that bank holding companies and insured banks should generally only pay dividends out of current operating earnings. The FDIC also has the authority under federal law to enjoin a bank from engaging in what in its opinion constitutes an unsafe or unsound practice in conducting its business, including the payment of a dividend under certain circumstances. The Company can provide no assurance regarding whether it will continue to make dividend payments in the future. The Company may issue additional shares of common stock, and this would result in dilution of a shareholder’s ownership percentage and potentially the per share book value of the common stock. The Company may, in the future, determine that it is advisable, or it may encounter circumstances where it determines it is necessary, to issue additional shares of common stock, preferred stock, securities convertible into, exchangeable for or that represent an interest in common stock, or common stock-equivalent securities to fund strategic initiatives or other business needs or to build additional capital. In September 2022, the Company completed its IPO whereby it issued and sold 5,101,205 shares of common stock. In February 2023, the Company completed a private placement of $10.0 million in common stock. On November 30, 2023, the Company completed its acquisition of Partners Bancorp and issued 20,683,158 shares of common stock. These issuances diluted and future issuances may dilute the ownership interests of shareholders and could potentially dilute the per share book value of the common stock if the issuances are done at a lower per share offering price.
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30 Furthermore, in recognition of the financial risk and efforts undertook in organizing the Company, certain founding investors were granted warrants to purchase four shares of common stock at a purchase price of $10 per share for every one share the individual purchased during the Company’s initial offering in 2018-2019. In the aggregate, warrants to purchase 1,537,484 shares of common stock were granted to these individuals, which are exercisable for ten years from the date of grant. The exercise of such warrants would dilute the ownership interests of the Company's shareholders. The Company's securities are not FDIC insured and may lose value. Shares of the Company's common stock are not savings accounts or deposits and are not insured or guaranteed by the FDIC, or any other governmental agency, and involve investment risk, including the possible loss of principal. The Company’s common stock is subordinate to existing and future indebtedness. Shares of the Company’s common stock are equity interests and do not constitute indebtedness. As such, the Company’s common stock ranks junior to all our customer deposits and indebtedness, and other non-equity claims on the Company, with respect to assets available to satisfy claims. In addition, the shares of common stock rank junior to the $20.0 million in subordinated debt that the Company assumed in connection with the Gratz Merger, $22.6 million in subordinated debt that the Company assumed in connection with the Partners Merger, and $20.0 million of subordinated debt that the Company issued in April 2022. Other Risks The use of estimates and valuations may be different from actual results, which could have a material adverse effect on the Company’s consolidated financial statements. The Company makes various estimates that affect reported amounts and disclosures. Broadly, those estimates are used in measuring the fair value of certain financial instruments, establishing provision for credit losses and potential litigation liability. Market volatility may make it difficult to determine the fair value for certain of the Company’s assets and liabilities. Subsequent valuations, in light of factors then prevailing, may result in significant changes in the values of these financial instruments in future periods. In addition, at the time of any sales and settlements of these assets and liabilities, the price the Company ultimately realizes will depend on the demand and liquidity in the market at that time for that particular type of asset or liability and may be materially lower than its estimate of their current fair value. Estimates are based on available information and judgment. Therefore, actual values and results could differ from the Company’s estimates and that difference could have a material adverse effect on its consolidated financial statements. The Company's shareholders have limited control over changes in the Company’s policies and operations, which increases the uncertainty and risks that shareholders face. The Board of Directors of the Company determine the major policies of the Company, including its policies regarding growth and distributions. The Board of Directors may amend or revise these and other policies without a vote of the shareholders. The Board of Directors’ broad discretion in setting policies and shareholders’ inability to exert control over those policies increases the uncertainty and risks the shareholders face. The Company's articles of incorporation permit the Board of Directors to issue stock with terms that may subordinate the rights of the holders of the Company's common stock or discourage a third party from acquiring the Company in a manner that could result in a premium price to shareholders. The Board of Directors may classify or reclassify any unissued shares of the Company's common stock, classify any unissued shares of the Company's preferred stock and reclassify any previously classified but unissued shares of the Company's preferred stock into other classes or series of stock and set the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption of any such stock. Thus, the Board of Directors could authorize the issuance of preferred stock with priority as to distributions and amounts payable upon liquidation over the rights of the holders of the Company's common stock. Such preferred stock could also have the effect of delaying, deferring or preventing a change in control of the Company, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of the Company’s assets) that might provide a premium price to holders of the Company's common stock.
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31 The Company’s articles of incorporation and bylaws, and certain banking laws applicable to us, could have an anti-takeover effect that decreases the Company’s chances of being acquired, even if an acquisition is in the shareholders’ best interests. Certain provisions of the Company’s articles of incorporation and bylaws, and federal and state banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire control of our organization or conduct a proxy contest, even if those events were perceived by many of the Company’s shareholders as beneficial to their interests. These provisions, and the corporate and banking laws and regulations applicable to us: • enable the board of directors to increase the size of the board and fill the vacancies created by the increase; • provide that directors may only be removed for cause and by a majority of the votes entitled to be cast; • enable the board of directors to amend our bylaws without shareholder approval, subject, however, to any provision of the articles of incorporation, bylaws, or the Pennsylvania Business Corporation Law that requires action to be taken by the shareholders and the general power of the shareholders to change such action in accordance with the Bylaws and Pennsylvania Business Corporation Law; • require advance notice for shareholder proposals and director nominations; • require a supermajority vote of the shareholders to approve a merger that has not been approved by the board of directors, and to amend certain provisions in the articles of incorporation and the bylaws; and • require prior regulatory approval of any transaction involving control of our organization. The foregoing may discourage potential acquisition proposals and could delay or prevent a change in control. The Company is an “emerging growth company” under the JOBS Act, and the Company cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies will make the Company’s common stock less attractive to investors. The Company is an “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”), and is, therefore, permitted to, and intends to, take advantage of certain exemptions from certain disclosure requirements. The Company will be an “emerging growth company” until the earliest of: (i) the last day of the fiscal year during which the Company had total annual gross revenues of $1.235 billion or more, (ii) December 31, 2026, (iii) the date on which the Company has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt or (iv) the date on which the Company is deemed a “large accelerated filer,” as defined under the federal securities laws. For so long as the Company remains an “emerging growth company,” the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on certain executive compensation matters, such as “say on pay” and “say on frequency.” As a result, the Company’s shareholders may not have access to certain information that they may deem important. Although the Company intends to rely on the exemptions provided in the JOBS Act, the exact implications of the JOBS Act for the Company are still subject to interpretations and guidance by the SEC and other regulatory agencies. In addition, Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised financial accounting standards. The Company has elected to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company cannot predict whether investors will find its common stock less attractive as a result of the Company taking advantage of these exemptions. If some investors find the Company’s common stock less attractive as a result of these choices, there may be a less active trading market for the Company’s common stock, and the Company’s stock price may be more volatile. Item 1B. Unresolved Staff Comments. None
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32 Item 1C. Cybersecurity. Cybersecurity is a significant and integrated component of the Company’s risk management strategy. As a financial services company, cyber threats are present and growing, and the potential exists for a cybersecurity incident to occur, which could disrupt business operations or compromise sensitive data. The Company takes very seriously the responsibilities to protect sensitive client information, technology resources, and shareholder value from the risk of cyber threats and incidents. The Company has not identified risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, financial condition or results of operation. Risks relating to cybersecurity and their potential impact are discussed more fully in “Risk Factors” in Part I, Item 1A herein. Cybersecurity Risk Management and Strategy The Company maintains an enterprise-wide and Board-approved Information Security Program (the “Program”), which includes policies, procedures, guidelines and standards to address the assessment, identification and management of cybersecurity risks. The Company designed the Program to be consistent with industry standards that include National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, the Financial Services Sector Cybersecurity Risk (“CRI”) Profile, and the Federal Financial Institutions Examination Council Cyber Security Assessment. Core activities supporting the Company’s strategy include leveraging people, technology and processes to manage and maintain cybersecurity controls. People play a significant role in our defense against cybersecurity threats. We have established policies, training, and client education to mitigate cyber risk. Additionally, we employ innovative technology solutions designed to identify, protect, detect, and mitigate cybersecurity threats through the use of firewalls, intrusion detection systems, patching, endpoint detection and response, encryption, multi factor authentication, and data backups to immutable storage. We regularly engage third-party assessors, auditors, and solutions to test and evaluate our controls for managing cybersecurity threats. These engagements include penetration testing, vulnerability assessments, internal and external audits, security framework maturity assessments for continued focus and improvement, and social engineering tests of the effectiveness of our employee training to monitor our security posture. We leverage a managed security service provider to monitor users, application, infrastructure, and network activity on a 24/7/365 basis to detect and alert the cyber security operation team of cyber threats and potential cybersecurity events of concern. The Company relies on third-party vendor solutions to support its operations; many of these vendors have access to sensitive and proprietary information. We exercise a detailed vendor due diligence evaluation during the onboarding and periodically review vendors with access to sensitive Company data. The Company requires contracts with third parties to incorporate industry and regulatory standard clauses requiring reporting to the Company of the occurrence and mitigation of cybersecurity threats and incidents as well as to maintain adequate levels of cybersecurity insurance coverage. In the event of a cyber incident, the Company created and maintains a Business Contingency Program. This program provides guidance to prepare, detect, analyze, remediate and recover business operations with the least impact to the Company and its customers. Cybersecurity Governance The Company has established an Information Security Committee consisting of the Chief Operations & Technology Officer, Chief Risk Officer, and department representatives across multiple functional areas of the Company to focus on cybersecurity strategic and tactical delivery, policy oversight, monitoring of key cybersecurity risk indicators, and the assessment and management of cyber risk threats. The Committee is assisted by a Virtual Chief Information Security Officer (the “vCISO”) which is provided by a contracted third-party security firm. The Committee’s activities support the overall protection of data and information assets of the Company in accordance with the Information Security Program, regulatory requirements and Federal Financial Institutions Examination Council guidance. The Committee submits a quarterly report, together with the minutes of its meetings, to the Enterprise Risk Management Committee of the Board of Directors. The Chief Operations & Technology Officer, among other duties, is responsible for the security and integrity of infrastructure, applications and databases and coordinates security implementations, monitoring and enforcement in conjunction with the vCISO and our risk management department. Our Chief Operations & Technology Officer has over 25 years of relevant experience in information technology and information security, building and leading technical organizations of various sizes, including in the banking industry. The vCISO has 15 years of information technology and security-based experience, and holds certifications relevant to cybersecurity, including CMMC CCP (Certified Cybersecurity Maturity Model Certification Professional) and CISSP (Certified Information Systems Security Professional). During the first quarter of 2025, the Company hired an Information Security Manager
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33 who is a CISSP-certified cybersecurity professional with over 20 years of experience in information technology, security engineering, and risk management. The Information Security Manager is a member of the Information Security Committee mentioned above. The Board of Directors receives periodic training related to cybersecurity and annually reviews comprehensive risk assessments of the Company’s information technology, privacy and cybersecurity programs. The Board of Directors formally approves the Company’s cybersecurity policies and program annually, and more frequently if material changes are adopted. Oversight of the Company’s Information Security Program has been delegated to the Enterprise Risk Management Committee of the Board of Directors. The Enterprise Risk Management Committee reviews comprehensive risk assessments of the Company's information technology, privacy, and cybersecurity programs annually and receives quarterly reports on the effectiveness and overall performance of the cybersecurity program and provides a report of the same to the full Board of Directors. The Company engages external independent parties to perform independent audit engagements, as well as other assessments of the Company’s information security and third-party risk management program and information systems. Material findings and recommendations arising from these assessments are reported to the Audit Committee of the Board of Directors. Item 2. Properties. The Company's principal offices are located at 1250 Camp Hill Bypass, Suite 202, Camp Hill, Pennsylvania. This facility is leased by the Bank. We own or lease other premises for use as Solutions Centers and loan production offices in Dauphin, Chester, Cumberland, Lancaster, Northumberland, Schuylkill, and York Counties within Pennsylvania, Wicomico, Charles, Anne Arundel, and Worcester Counties in Maryland, Sussex County in Delaware, Spotsylvania County, Virginia, and the city of Fredericksburg, Virginia. We believe that the properties currently owned or leased are adequate for present levels of operation. The following table sets forth the locations of Bank facilities as of December 31, 2025.
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Description Address Owned / Leased Pennsylvania Locations: Camp Hill Headquarters 1250 Camp Hill Bypass, Suite 202 Leased Camp Hill, PA 17011 Camp Hill Solutions Center 3045 Market Street Leased Camp Hill, PA 17011 Gratz Solutions Center 32 West Market Street Owned Gratz, PA 17030 Hanover Loan Production Office 118 Carlisle St Leased Hanover, PA 17331 Harrisburg Solutions Center 2057 EG Drive Leased Harrisburg, PA 17110 Herndon Solutions Center 4231 State Route 147 Owned Herndon, PA 17830 Lancaster Solutions Center 2010 Fruitville Pike Leased Lancaster, PA 17601 Pottsville Solutions Center 2221 West Market Street Leased Pottsville, PA 17901 Valley View Solutions Center 1625 West Main Street Owned Valley View, PA 17983 West Chester Loan Production Office 535 N. Church Street, Suite 350 Leased West Chester, PA 19380 West Chester Solutions Center 1436 Pottstown Pike Leased West Chester, PA 19380 York Loan Production Office 155 North George Street, Suite 201 Leased York, PA 17401 Delaware Locations: Dagsboro Solutions Center 28280 Clayton Street Owned Dagsboro, DE 19939 Laurel Solutions Center 200 E. Market Street Owned Laurel, DE 19956 Rehoboth Solutions Center 18572 Coastal Highway, Leased Rehoboth Beach, DE 19971 Rehoboth Loan Production Office 19264 Miller Road, Unit A, Leased Rehoboth Beach, DE 19971 Seaford Solutions Center 910 Norman Eskridge Highway, Leased Seaford, DE 19973 Maryland Locations: Annapolis Solutions Center 900 Bestgate Road, Suite 104, Leased Annapolis, MD 21401 Delmar Solutions Center 9550 Ocean Highway Owned Delmar, MD 21875 Delmarva Regional Headquarters 2245 Northwood Dr. Owned Salisbury, MD 21801 East Salisbury Solutions Center 241 Beaglin Park Drive Owned Salisbury, MD 21804 Eastern Shore Drive Solutions Center 921 Eastern Shore Drive Owned Salisbury, MD 21804 La Plata Solutions Center 115 East Charles Street, Land Leased; La Plata, MD 20646 Building Owned North Salisbury Solutions Center 2727 N. Salisbury Boulevard Owned Salisbury, MD 21801 Pecan Square Solutions Center 1206 Nanticoke Road Owned Salisbury, MD 21801 26th Street Ocean City Solutions Center 201 B 26th Street, Leased
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34
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35 Ocean City, MD 21842 Virginia Locations: Reston Solutions Center 1821 Michael Faraday Drive, Suite 101, Leased Reston, VA 20190 Salem Church Solutions Center 4210 Plank Road, Leased Fredericksburg, VA 22407 Spotsylvania Solution Center 7415 Laughlin Boulevard, Leased Spotsylvania, VA 22553 William Street Solutions Center 410 William Street, Leased Fredericksburg, VA 22401
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36 Item 3. Legal Proceedings. At December 31, 2025, the Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business, which involve amounts in the aggregate believed by management to be immaterial to the financial condition and operating results of the Company. Item 4. Mine Safety Disclosures. Not applicable
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37 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information The common stock of LINKBANCORP, Inc. is traded under the symbol "LNKB" on the Nasdaq Capital Market. As of the close of business on March 9, 2026, there were approximately 774 shareholders of record. The Company declared and paid cash dividends equal to $0.30 per share of common stock for the years ended December 31, 2025 and 2024, respectively. The merger agreement with GNBF provided that, for three years following the effective time of the Gratz Merger (September 2021), the Company will pay a quarterly cash dividend in an amount equal to or greater than $0.30 per share per year, provided sufficient funds are legally available therefore and that the Company and the Bank remain “well-capitalized” in accordance with applicable regulatory guidelines. The Company anticipates that it will continue to pay cash dividends on a quarterly basis in an amount equal to $0.30 per share per year. The payment and amount of any dividend payments will be subject to statutory, contractual, and regulatory limitations, and will depend upon a number of factors, including the following: regulatory capital requirements; our financial condition and results of operations; our other uses of funds for the long-term value of shareholders; tax considerations; and general economic conditions. During the quarter ended December 31, 2025, the Company repurchased no shares of its common stock. Item 6. Reserved.
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38 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This discussion and analysis reflects the Company’s audited consolidated financial statements and other relevant statistical data and is intended to enhance your understanding of the Company’s consolidated financial condition and results of operations. This Management’s Discussion and Analysis is presented in the following sections: • Burke & Herbert Merger • Sale of New Jersey Solutions Centers • Overview and Strategy • Recent Market Conditions • Comparison of Financial Condition at December 31, 2025 and 2024 • Comparison of Operating Results for the Years Ended December 31, 2025 and 2024 • Liquidity, Commitments, and Capital Resources • Off-Balance Sheet Arrangements • Critical Accounting Estimates • Recently Issued Accounting Standards Burke & Herbert Merger On December 18, 2025, the Company and Burke & Herbert Financial Services Corp., a Virginia corporation ("BHRB"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into BHRB, with BHRB as the surviving corporation (the "Merger"). The Merger Agreement further provides that immediately following the Merger, the Bank will merge with and into Burke & Herbert & Trust Company, a Virginia chartered bank and a wholly-owned subsidiary of BHRB ("B&H Bank"), with B&H Bank as the surviving bank. Shareholders of the Company will receive 0.1350 of a BHRB share of common stock for each share of common stock of the Company that they own. The Merger Agreement was unanimously approved by the board of directors of each of the Company and BHRB. Sale of New Jersey Solutions Centers On March 31, 2025, the Bank completed the sale of the New Jersey operations of the Bank pursuant to a purchase and assumption agreement (the "Agreement") with American Heritage Federal Credit Union (“AHFCU”) pursuant to which AHFCU purchased certain assets and assumed certain liabilities (the "Transaction" or "New Jersey Branch Sale"), including all three branch locations (including two branch leases). Under the Agreement, AHFCU acquired $105.0 million in loans, $2.1 million in fixed assets, and $87.1 million in deposits. The total deposit premium paid by AHFCU was 7% or $6.2 million. With respect to acquired loans, AHFCU paid an amount equal to the principal balances plus any accrued but unpaid interest and late charges on the loans measured as of the closing date. The loans sold had related unamortized loan discounts of $6.7 million which were taken into income concurrent with the sale. The portion of the core deposit intangible asset that was attributable to the deposits sold approximated $1.3 million and was written off concurrent with the sale. AHFCU paid book value for fixed assets, real estate, and other assets located at the owned branches. The Transaction resulted in an after-tax gain, net of transaction costs, of approximately $8.7 million. Overview and Strategy The Company’s core strategy is to further its mission of “positively impacting lives” through community banking by building strong relationships that bring value to its customers, employees, the communities it serves and its shareholders. In pursuing this mission, the Company specifically desires to invest in the development of strong future leaders for the banking industry and our communities, to contribute to economically and socially flourishing communities, and to demonstrate the continued viability and integral role of community banking for our economic and social development. The Company operates primarily through its subsidiary, LINKBANK (the "Bank"), which provides traditional lending, deposit gathering and cash services to retail customers, small businesses and nonprofit organizations. The Bank focuses its lending activities on small businesses, targeted to create a diverse loan portfolio in relation to its underlying collateral and different business segments with unique cash flow generation and varied interest rate sensitivity. The Bank offers a full suite of deposit products and cash management services focused on the small business and nonprofit segments.
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39 Our revenues consist primarily of interest income earned on loans and investments. Interest income is partially offset by interest expense incurred on deposits, borrowings and other interest-bearing liabilities. Net interest income is affected by the balances of interest-earning assets and interest-bearing liabilities and their relative interest rates. Net interest income is typically further reduced by a provision for credit losses. Non-interest income also contributes to our operating results, consisting of service charges on deposit accounts, earnings on bank-owned life insurance, revenue from the sale of residential mortgage loans to the secondary market and related servicing fees and gains on sales of securities. Non-interest expenses, which include salaries and employee benefits, occupancy and equipment costs, data processing, professional fees, FDIC insurance and other general and administrative expenses, are the Company’s primary expenditures incurred as a result of operations. Financial institutions, in general, are significantly affected by economic conditions, competition, and the monetary and fiscal policies of the federal government. Lending activities are influenced by the demand for and supply of housing and commercial real estate, competition among lenders, interest rate conditions, and funds availability. Our operations and lending are concentrated in South Central Pennsylvania in Dauphin, Chester, Cumberland, Lancaster, Northumberland, and Schuylkill Counties. In 2023 as a result of the completion of the Partners Merger, we entered the counties of Wicomico, Charles, Anne Arundel, and Worcester counties in Maryland, Sussex county in Delaware, Spotsylvania and Fairfax counties in Virginia, and the city of Fredericksburg, Virginia. Our operations and lending are influenced by local economic conditions. Deposit balances and cost of funds are influenced by prevailing market rates on competing investments, customer preferences, and levels of personal income and savings in our primary market area. Operations are also significantly impacted by government policies and actions of regulatory authorities. Future changes in applicable law, regulations or government policies may materially impact the Company. Recent Market Conditions The Company's financial condition and performance are all highly dependent on the business environment in the market area in which we operate and in the United States as a whole. The calendar year 2025 presented both challenges and opportunities for the U.S. economy, with a continued dynamic market interest rate environment, ongoing geopolitical tensions, and evolving inflationary trends. Key factors influencing the market included the continuation of the war in Ukraine, the geopolitical instability in Gaza, and fluctuating global energy prices. Despite these external pressures, U.S. financial markets remained cautiously optimistic, though concerns over future economic growth persisted. The yield curve, which had remained inverted for much of 2024, began to normalize toward the end of 2025, signaling some easing of recessionary fears. Despite this, economic forecasts remained mixed, with some experts predicting slow growth or a mild recession in the near future. Notably, the U.S. economy exhibited surprising resilience through 2025, with several key economic indicators pointing to growth despite persistent headwinds. Real GDP grew by an estimated 2.1% year-over-year, slightly lower than the previous year but still reflecting positive momentum. The unemployment rate held steady at just under 4.5% for most of the year, reflecting a strong labor market, while labor force participation rates remained relatively stable. Consumer spending, a primary driver of economic activity, continued to expand, with retail sales (excluding auto and gas) growing 2.8%, though a slightly slower pace than 2024. While consumer spending remained robust, residential investment continued to be a drag on overall GDP growth due to higher mortgage rates and the limited supply of affordable housing. Private nonresidential investment showed signs of strength, particularly in sectors such as technology, renewable energy, and infrastructure. Government spending, particularly at the state and local levels, provided further support to the economy. In the financial markets, the S&P 500 saw a modest increase of 6.4%, while the Russell 2000 index showed a 4.2% increase, reflecting a mixed but positive performance across broader sectors. Inflationary pressures moderated throughout 2025, though they remained higher than the Federal Reserve's target. The Consumer Price Index (CPI) increased by 3.2% in 2025, down from 4.1% in 2024. Core CPI, excluding volatile food and energy prices, rose by 2.7%, reflecting more stable underlying inflationary trends. However, inflation remained a persistent concern for the Federal Reserve, particularly as global supply chain disruptions and labor shortages continued to affect production and services. In response to signs of a cooling economy and moderating inflation, the Federal Reserve began cutting interest rates in 2025. After holding rates steady in the early part of the year, the Federal Reserve initiated a series of gradual rate cuts starting in the second quarter, lowering the federal funds rate to a range of 5.25% to 5.50% by the end of the year. This shift marked a significant policy adjustment as the Federal Reserve sought to balance the need for continued inflation control with the desire to support economic growth and avoid a potential slowdown. The central bank’s decision to ease rates was seen as a sign that inflationary pressures were gradually abating and that the economy had stabilized enough to withstand lower borrowing costs. The financial markets responded cautiously to the Federal Reserve's rate cuts, as expectations of further gradual reductions in the coming years helped to alleviate some uncertainty. However, the high rate environment from the previous years still weighed heavily
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40 on businesses and consumers, particularly in sectors sensitive to borrowing costs. Financial markets in 2025 were also influenced by rising borrowing costs, driven by the sustained high levels of the benchmark 10-year Treasury yield. The yield, which averaged around 3.8% for the year, marked a significant shift from the historically low rates seen in 2020-2022. This higher rate environment led to elevated borrowing costs for both consumers and businesses, with corporate borrowing rates approaching 7.5%, compared to the sub-3% rates seen in previous years. Consequently, many businesses faced challenges in financing growth, while consumers experienced higher costs for credit. As a result, many financial institutions faced increased pressure on their balance sheets, with rising interest rates and tighter credit conditions leading to greater caution in lending. The banking sector, in particular, had to navigate increased deposit gathering costs and reduced demand for loans in certain sectors, though a focus on liquidity and balance sheet management remained a key priority. While the outlook for 2026 remains uncertain, the U.S. economy's resilience, combined with moderating inflation and stable labor market conditions, provides a cautiously optimistic view. However, the persistence of elevated interest rates, shifting consumer behavior, and ongoing geopolitical risks will continue to shape the economic landscape in the coming year. Comparison of Financial Condition at December 31, 2025 and December 31, 2024 Total assets at December 31, 2025, were $3.07 billion, an increase of $191.2 million, or 6.7%, from $2.88 billion at December 31, 2024. The increase in total assets was primarily attributable to the increases in loans receivable of 13.3%, from $2.26 billion at December 31, 2024 to $2.56 billion at December 31, 2025 and available-for-sale investment securities which increased $117.0 million, from $145.6 million at December 31, 2024 to $262.6 million at December 31, 2025. These increases were offset by decreases in cash and cash equivalents of $113.8 million, and assets held for sale of $94.1 million. Cash and cash equivalents decreased $113.8 million, or 68.5%, from $166.1 million at December 31, 2024 to $52.3 million at December 31, 2025. The decrease was primarily due to: Primary Cash Outflows • Net increase in cash funding of loans receivable of $298.1 million; • Purchase of investment securities available for sale of $137.6 million; and • Payment of dividends of $11.2 million. Primary Cash Inflows • Net increase in deposits of $186.9 million; • Proceeds from the New Jersey Branch Sale of $26.2 million; • Cash from operating activities of $25.3 million; • Net cash from investment securities (calls, maturities, and principal repayments) of $31.8 million; and • Net change in short-term borrowings of $65.0 million. Securities available-for-sale increased by $117.0 million, or 80.4%, to $262.6 million at December 31, 2025 from $145.6 million at December 31, 2024 due to purchases of $137.6 million. The securities available-for-sale portfolio had a net unrealized loss of $3.0 million at December 31, 2025 compared with a net unrealized loss of $7.5 million at December 31, 2024. Partially offsetting the increase in securities available-for-sale were proceeds from principal repayments, calls, and maturities of $25.7 million. The following table summarizes the maturity distribution schedule with corresponding weighted-average yields of securities available for sale and held-to-maturity as of December 31, 2025, at carrying value. Weighted average yields have been computed on a fully taxable- equivalent basis using a tax rate of 21%. Mortgage-backed securities are included in maturity categories based on their
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41 contractual maturity date. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. The table below excludes certain investment securities that have no scheduled maturity date. Within 1 Year 1-5 Years After 5-10 Years After 10 Years Total (in thousands) Amount Weighted Average Yield Amount Weighted Average Yield Amount Weighted Average Yield Amount Weighted Average Yield Amount Weighted Average Yield Available for Sale: US Government Agency securities $ 982 4.64% $4,949 4.77% $ 5,6 98 5.35% $ — — $11,629 5.04% Obligations of state and political subdivisions 2,104 3.55% 10,11 5 3.33% 12, 716 3.37% 22,579 3.98% 47,514 3.66% Mortgage-backed securities in government-sponsored entities — — 4,446 3.92% 16, 105 2.26% 182,49 8 4.82% 203,04 9 4.60% Other securities — — 298 4.18% — — 130 5.75% 428 4.85% $3,086 3.90% $ 19,80 8 3.83% $ 34, 519 3.18% $ 205,20 7 4.73% $ 262,62 0 4.45% Held to Maturity: Corporate debentures $ — — $3,000 4.38% $ 9,2 50 5.36% $ — — $12,250 5.12% Structured mortgage-backed securities — — — — — — 13,626 4.47% 13,626 4.47% Total $ — — $3,000 4.38% $ 9,2 50 5.36% $13,626 4.47% $25,876 4.77% During 2025, return of principal on held to maturity securities totaled $6.1 million. Net loans receivable increased during the year ended December 31, 2025 as shown in the table below: (dollars in thousands) December 31,2025 December 31,2024 Change % Agriculture loans $ 61,611 $ 67,741 $ (6,130) (9.05)% Construction loans 172,917 152,619 20,298 13.30 Commercial loans 275,824 245,833 29,991 12.20 Commercial real estate loans Multifamily 244,554 211,778 32,776 15.48 Owner occupied 545,837 477,742 68,095 14.25 Non-owner occupied 771,537 628,237 143,300 22.81 Residential real estate loans First liens 377,108 373,469 3,639 0.97 Second liens and lines of credit 87,051 76,713 10,338 13.48 Consumer and other loans 17,062 17,086 (24) (0.14) Municipal loans 2,767 3,886 (1,119) (28.80) Total Loans 2,556,268 2,255,104 301,164 13.35 Deferred costs 461 645 (184) (28.53) Allowance for credit losses (31,674) (26,435) 5,239 19.82 Total $ 2,525,055 $ 2,229,314 295,741 13.27% The above table does not include loans that were held for sale related to the New Jersey Branch Sale at December 31, 2024. The majority of the loan growth in net loans resulted from a $244.2 million, or 18.5% increase in commercial real estate loans, from $1.32 billion at December 31, 2024 to $1.56 billion at December 31, 2025. Multifamily loans increased by $32.8 million, primarily due to loans originated in 2025 contributing to the year end balance of $244.6 million, and loans converted from construction to permanent status of $7.0 million. Non-owner occupied commercial real estate increased $143.3 million primarily due to loans originated in 2025 contributing to the year end balance of $771.5 million, and loans converted from construction to permanent status of $2.7 million.
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42 The following table presents the contractual maturity distribution of our loan portfolio at December 31, 2025. The table further presents the breakdown of our loans between those loans that earn interest at a fixed interest rate and those loans that earn an interest rate that currently fluctuates in accordance with changes to a specific interest rate index. (In Thousands) Due in One Year or Less After One but Within Five Years After Five but Within Fifteen Years After Fifteen Years Total due after One Year Total Agriculture loans $ 7,446 $ 15,419 $ 24,477 $ 14,269 $ 54,165 $ 61,611 Construction loans 60,550 31,498 69,258 11,611 112,367 172,917 Commercial & industrial 43,844 69,195 59,356 103,429 231,980 275,824 Commercial real estate loans Multifamily 6,159 83,162 125,177 30,056 238,395 244,554 Owner occupied 24,763 188,942 247,228 84,904 521,074 545,837 Non-owner occupied 24,390 319,429 307,621 120,097 747,147 771,537 Residential real estate loans First liens 27,315 84,005 90,755 175,033 349,793 377,108 Second liens 3,021 5,930 15,314 62,786 84,030 87,051 Consumer and other loans 1,093 3,290 11,018 1,661 15,969 17,062 Municipal loans — 755 479 1,533 2,767 2,767 Total $ 198,581 $ 801,625 $ 950,683 $ 605,379 $ 2,357,687 $ 2,556,268 Loans with fixed interest rates Agriculture loans $ 6,413 $ 15,295 $ 12,572 $ 299 $ 28,166 $ 34,579 Construction loans 26,766 12,841 6,468 4,692 24,001 50,767 Commercial & industrial 5,093 49,518 27,111 122 76,751 81,844 Commercial real estate loans Multifamily 6,159 55,913 17,960 452 74,325 80,484 Owner occupied 18,873 135,144 45,041 3,619 183,804 202,677 Non-owner occupied 21,738 223,128 69,882 4,172 297,182 318,920 Residential real estate loans First liens 21,572 72,499 21,238 38,796 132,533 154,105 Second liens 491 2,065 552 — 2,617 3,108 Consumer and other loans 114 3,284 7,867 248 11,399 11,513 Municipal loans — 755 337 296 1,388 1,388 Total $ 107,219 $ 570,442 $ 209,028 $ 52,696 $ 832,166 $ 939,385 Loans with floating interest rates Agriculture loans $ 1,033 $ 124 $ 11,905 $ 13,970 $ 25,999 $ 27,032 Construction loans 33,784 18,657 62,790 6,919 88,366 122,150 Commercial & industrial 38,751 19,677 32,245 103,307 155,229 193,980 Commercial real estate loans Multifamily — 27,249 107,217 29,604 164,070 164,070 Owner occupied 5,890 53,798 202,187 81,285 337,270 343,160 Non-owner occupied 2,652 96,301 237,739 115,925 449,965 452,617 Residential real estate loans First liens 5,743 11,506 69,517 136,237 217,260 223,003 Second liens 2,530 3,865 14,762 62,786 81,413 83,943 Consumer and other loans 979 6 3,151 1,413 4,570 5,549 Municipal loans — — 142 1,237 1,379 1,379 Total $ 91,362 $ 231,183 $ 741,655 $ 552,683 $ 1,525,521 $ 1,616,883
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43 Non-accrual loans are presented in the table below. Also see Note 4 - Allowance for Credit Losses in the accompanying notes to the consolidated financial statements included elsewhere in this report. December 31, 2025 Non-Accrual Loans (In Thousands) Total Loans Amount Percent of Loans in Category Agriculture loans $ 61,611 $ 818 1.33% Construction loans 172,917 497 0.29% Commercial & industrial 275,824 5,983 2.17% Commercial real estate loans Multifamily 244,554 502 0.21% Owner occupied 545,837 5,632 1.03% Non-owner occupied 771,537 330 0.04% Residential real estate loans First liens 377,108 9,920 2.63% Second liens 87,051 461 0.53% Consumer and other loans 17,062 — — Municipal loans 2,767 — — Total $ 2,556,268 $ 24,143 0.94% Allowance for credit losses on loans $ 31,674 Ratio of allowance for loan losses to total loans 1.24% Ratio of non-accrual loans to total loans 0.94% Ratio of allowance for loan losses to non-accrual loans 131.19% December 31, 2024 Non-Accrual Loans (In Thousands) Total Loans Amount Percent of Loans in Category Agriculture loans $ 67,741 $ — — Construction loans 152,619 9 0.01% Commercial & industrial 245,833 132 0.05% Commercial real estate loans Multifamily 211,778 — — Owner occupied 477,742 9,752 2.04% Non-owner occupied 628,237 4,329 0.69% Residential real estate loans First liens 373,469 1,975 0.53% Second liens 76,713 482 0.63% Consumer and other loans 17,086 — — Municipal loans 3,886 — — Total $ 2,255,104 $ 16,679 0.74% Allowance for credit losses on loans $ 26,435 Ratio of allowance for loan losses to total loans 1.17% Ratio of non-accrual loans to total loans 0.74% Ratio of allowance for loan losses to non-accrual loans 158.49%
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44 The table below provides an allocation of the allowance for credit losses by loan category at December 31, 2025 and 2024. . (In Thousands) Amount of Allowance Allocated Percent of Loans in Each Category to Total Loans Total Loans Ratio of Allowance Allocated to Loans in Each Category December 31, 2025 Agriculture loans $ 24 2.41% $ 61,611 0.04% Construction loans 2,113 6.76% 172,917 1.22% Commercial & industrial 8,987 10.79% 275,824 3.26% Commercial real estate loans Multifamily 1,871 9.57% 244,554 0.77% Owner occupied 6,649 21.35% 545,837 1.22% Non-owner occupied 7,075 30.18% 771,537 0.92% Residential real estate loans First liens 3,586 14.75% 377,108 0.95% Second liens 1,258 3.41% 87,051 1.45% Consumer and other loans 84 0.67% 17,062 0.49% Municipal loans 27 0.11% 2,767 0.98% Total 31,674 100.00% $ 2,556,268 1.24% December 31, 2024 Agriculture loans $ 11 3.00% $ 67,741 0.02% Construction loans 893 6.77% 152,619 0.59% Commercial & industrial 4,093 10.90% 245,833 1.66% Commercial real estate loans Multifamily 1,805 9.39% 211,778 0.85% Owner occupied 5,611 21.18% 477,742 1.17% Non-owner occupied 9,345 27.86% 628,237 1.49% Residential real estate loans First liens 3,395 16.56% 373,469 0.91% Second liens 1,154 3.40% 76,713 1.50% Consumer and other loans 80 0.76% 17,086 0.47% Municipal loans 48 0.17% 3,886 1.24% Total $ 26,435 100.00% $ 2,255,104 1.17% The allowance for credit losses increased $5.2 million from $26.4 million at December 31, 2024 to $31.7 million at December 31, 2025. The primary driver of the increased allowance for credit losses was attributable to a $5.0 million specific reserve established for a single commercial credit requiring full impairment at December 31, 2025 when compared to December 31, 2024. The provision for credit losses was $8.2 million for the year ended December 31, 2025, which is inclusive of a provision of $7.6 million for loans, a provision of $650 thousand for unfunded commitments, and a provision reversal of $68 thousand on the allowance for credit losses for held-to-maturity securities. The Company experienced increases in both overall loan delinquencies and non-performing loans when comparing December 31, 2025 to December 31, 2024. The balance of loan delinquencies increased $8.8 million at December 31, 2025 when compared to December 31, 2024, and as a percentage of total loans, delinquencies increased from 0.61% at December 31, 2024 to 0.89% at December 31, 2025. Total nonperforming loans increased $7.2 million when comparing December 31, 2025 to December 31, 2024. As a percentage of total loans, non-performing loans increased from 76 basis points at December 31, 2024 to 95 basis points at December 31, 2025. The loans that were individually assessed required a specific reserve of $6.4 million at December 31, 2025, compared to $4.9 million at December 31, 2024. The growth in the allowance was partially offset by a $2.0 million charge-off due to the sale of a PCD loan (see table below).
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45 Resolution of PCD Loan: (dollars in thousands) Original principal outstanding at acquisition $ 3,948 PCD specific reserve established (2,289) Net book value of PCD loan 1,659 Cash received upon payoff of PCD loan 1,930 Net reduction of PCD reserve at loan sale (271) Net reversal of PCD specific reserve $ (2,018) Asset quality remained strong at December 31, 2025 with non-performing assets, which is defined as non-accrual loans, loans delinquent greater than 90 days and still accruing interest, and other real estate owned, was $24.4 million or 0.95% of total gross loans. This is compared to $17.2 million of non-performing assets at December 31, 2024, which equated to 0.76% of gross loans. The increase in non- accruals was primarily due to two relationships. The first was a residential loan with a carrying value of $5.9 million. The Company obtained an appraisal of the underlying collateral and no specific reserve was required as of December 31, 2025. The second relationship was a single commercial and industrial loan (the "Commercial Relationship") with total exposure of $5.0 million, requiring a full impairment. The determination of this resulted from concerns with the commercial relationship raised during the fourth quarter of 2025, leading to the identification of purported fraud activity in January 2026. The increase in non-accrual loans was partially offset by the successful sale of multiple properties from one owner-occupied commercial real estate relationship. Additional information related to the provision for credit losses and net (charge-offs) recoveries is presented in the table below. Also see Note 5 - Allowance for Credit Losses in the accompanying notes to the consolidated financial statements included in this report. (In Thousands) Provision Expense (Benefit) Net (Charge-Offs) Recoveries Average Loans Ratio of Annualized Net (Charge-Offs) Recoveries to Average Loans 2025 Agriculture loans $ 13 $ — $ 63,660 — % Construction loans 1,219 1 148,636 0.00 Commercial & industrial 5,263 (369) 268,555 (0.14) Commercial real estate loans Multifamily 66 — 225,334 - Owner occupied 1,035 3 505,021 0.00 Non-owner occupied (217) (2,053) 691,114 (0.30) Residential real estate loans First liens 97 94 377,258 0.02 Second liens 103 1 82,194 0.00 Consumer and other loans 29 (25) 17,768 (0.14) Municipal loans (21) — 3,019 — Total $ 7,587 $ (2,348) $ 2,382,559 (0.10)% 2024 Agriculture loans $ (1) $ — $ 66,156 — % Construction loans (70) 4 183,336 0.00 Commercial & industrial 1,216 (63) 239,797 (0.03) Commercial real estate loans Multifamily 320 2 199,993 0.00 Owner occupied (933) (28) 494,221 (0.01) Non-owner occupied 1,315 (43) 609,536 (0.01) Residential real estate loans First liens (1,405) 22 403,828 0.01 Second liens 77 5 72,613 0.01 Consumer and other loans 154 (173) 16,677 (1.04) Municipal loans (31) — 4,461 — Total $ 642 $ (274) $ 2,290,618 (0.01)%
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Non-owner occupied CRE net charge-offs in the table above include the $2.0 million charge-off on PCD loan taken in 2025. Total deposits grew by $194.2 million or 8.23%, from $2.36 billion at December 31, 2024 to $2.55 billion at December 31, 2025. Changes in the deposit types are presented in the table below: (in thousands) December 31,2025 December 31,2024 Change % Demand, noninterest-bearing $ 603,728 $ 658,646 $ (54,918) (8.3)% Demand, interest-bearing 658,523 525,173 133,350 25.4 Money market and savings 617,534 540,030 77,504 14.4 Time deposits, $250,000 and over 210,105 164,901 45,204 27.4 Time deposits, other 429,862 368,217 61,645 16.7 Brokered deposits 35,000 103,615 (68,615) (66.2) Total deposits $ 2,554,752 $ 2,360,582 $ 194,170 8.2% The above table does not include deposits that were held for sale related to the New Jersey Branch Sale at December 31, 2024. The increase in deposits was due to the increase in interest bearing demand deposits, due to the Company's focus on opening commercial deposit accounts. The brokered time deposits at December 31, 2025 will all mature in the first quarter of 2026. Management utilizes brokered deposits as a supplement to core deposit funding from time to time and does not consider brokered deposits to be a primary source of funding. New accounts opened during 2025 also explained the growth in money market and savings accounts, contributing $103.4 million to the overall balance growth of $77.5 million. Offsetting the growth were changes in account balances and account closures, contributing $46.3 million. The remaining decrease was caused by accounts sold in the New Jersey Branch Sale. During the second quarter of 2023 the Company entered into a pay fixed/received variable interest rate swap with a notional amount of $75 million which has a fixed rate of 3.28%, and a maturity of five years. As part of the transaction, the Company will receive an offset to the interest incurred on either a mix of one-month FHLB advances or brokered certificates of deposit at a rate equal to one-month SOFR. Our brokered time deposits balance at December 31, 2024 included a $75.0 million brokered deposit with a one-month maturity, however, as part of our interest rate swap transaction, the Company has committed to maintain either one-month advances from the FHLB or brokered deposits with a duration of one month through May of 2028. The $35.0 million in brokered deposits outstanding at December 31, 2025 mature in the first quarter of 2026. The table below presents the daily average balances by deposit type and weighted average rates paid thereon for the years ended December 31, 2025 and 2024. December 31, 2025 December 31, 2024 (In Thousands) Average Balance Average Rate Paid Average Balance Average Rate Paid Demand, noninterest-bearing $ 640,536 — % $ 653,966 — % Demand, interest-bearing 582,618 2.30% 476,686 2.17% Money market and savings 595,229 2.29% 579,232 2.24% Time deposits, other 596,161 4.21% 617,894 4.48% Total Deposits $ 2,414,544 2.16% $ 2,327,778 2.19% The Company has estimated deposits that exceed the FDIC insurance limit of $250,000 of $954.9 million and $807.5 million at December 31, 2025 and 2024, respectively. Total uninsured deposits are calculated based on regulatory reporting requirements and reflects the portion of any deposit of a customer at an insured depository institution that exceeds the applicable FDIC insurance coverage for that depositor at that institution and amounts in any other uninsured investment or deposit accounts that are classified as deposits and not subject to any federal or state deposit insurance regime. As of December 31, 2025, the total uninsured deposits includes $56.9 million of municipal deposits that exceed the FDIC insurance limits. These municipal deposits are fully secured with pledged securities from our available for sale securities portfolio. At December 31, 2025, the scheduled maturities of time deposits that meet or exceed the FDIC insurance limit or otherwise uninsured were as follows: (In Thousands) December 31, 2025 Due within 3 months or less $ 82,498 Due after 3 months and within 6 months 73,878 Due after 6 months and within 12 months 45,777 Due after 12 months 7,952 $ 210,105
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47 At December 31, 2025 and 2024, FHLB borrowings were $115.0 million and $10.0 million, respectively. The FHLB advances outstanding at December 31, 2025 mature in the first quarter of 2026. At both December 31, 2025 and 2024, long-term borrowings consisted of $40.0 million in long-term FHLB advances. In the first quarter of 2024, the Company replaced some of its existing overnight borrowings at a lower cost, $40.0 million term advance with a fixed interest rate of 4.827%, maturing in February 2026. Subordinated debt with a carrying value of $22.3 million was assumed as part of the Partners Merger. The first tranche has a face value of $4.5 million and bear interest at a fixed rate of 6.875%, and matures in April 2028. The second tranche has a face value of $18.05 million and bears interest at a fixed rate of 6.0% until July 1, 2025, then floats at the three-month Secured Overnight Finance Rate ("SOFR") plus 590 basis points. Beginning July 1, 2025 through maturity, these notes may be redeemed by the Company. The subordinated notes mature on July 1, 2030. Subordinated debt with a carrying value of $20.0 million was assumed as part of the Gratz Merger. These notes bear interest at a fixed interest rate of 5.0% per year for five years or until October 1, 2025 and then float at an index tied to SOFR. The notes have a term of ten years, with a maturity date of October 1, 2030. The notes are redeemable at the option of the Company, in whole or in part, subject to any required regulatory approvals after five years. Additionally, on April 8, 2022, the Company issued subordinated debt with a carrying value of $20.0 million. These notes bear interest at a fixed annual rate of 4.50% per year up to April 15, 2027 and then float to an index tied to the three-month SOFR, plus 203 basis points. Subject to limited exceptions, the Company cannot redeem the notes before the fifth anniversary of the issuance date. The balance of subordinated debt was $62.3 million and $62.0 million at December 31, 2025 and 2024, respectively. Total shareholders’ equity increased by $26.2 million, or 9.4%, from $280.2 million at December 31, 2024, to $306.4 million at December 31, 2025. The increase was primarily attributable to net income of $33.5 million for the year ended December 31, 2025. This increase was partially offset by dividends of $11.2 million and an increase in accumulated other comprehensive loss of $2.2 million. Comparison of Results of Operations for the Years Ended December 31, 2025 and 2024 General: Net income was $33.5 million for the year ended December 31, 2025, or $0.90 per diluted share, an increase of $7.3 million compared to net income of $26.2 million, or $0.71 per diluted share, for the year ended December 31, 2024. The increase in net income for the year ended December 31, 2025 as compared to the prior year was primarily the result of an increase in noninterest income of $13.1 million and an increase in interest and dividend income of $5.9 million. These gains were partially offset by an increase in the provision for credit losses of $7.9 million and an increase in interest expense of $1.5 million. Analysis of Net Interest Income Net interest income represents the difference between the interest the Company earns on its interest-earning assets, such as loans and investment securities, and the expense the Company pays on interest-bearing liabilities, such as deposits and borrowings. Net interest income depends on both the volume of our interest-earning assets and interest-bearing liabilities and the interest rates the Company earns or pays on them. Average Balances, Interest and Average Yields: The following table sets forth certain information relating to average balance sheets and reflects the average annualized yield on interest-earning assets and average annualized cost of interest-bearing liabilities, interest earned and interest paid for the years indicated. Such yields and costs are derived by dividing income or expense by the average balance of interest-earning assets or interest-bearing liabilities, respectively, for the years presented. Average balances are derived from daily balances over the years indicated. The average balances for loans are net of allowance for credit losses, but include non-accrual loans. The loan yields include net amortization of certain deferred fees and costs that are considered adjustments to yields, but were not material adjustments to the yields. Yields on earning assets are shown on a fully taxable-equivalent basis assuming a tax rate of 21%.
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48 For the Year Ended December 31, 2025 2024 (Dollars in thousands) Avg Bal Interest Yield/Rate Avg Bal Interest Yield/Rate Int. Earn. Cash $ 126,531 $ 4,633 3.66% $ 111,790 $ 4,890 4.37% Securities Taxable 176,647 8,608 4.87% 128,140 6,206 4.84% Tax-Exempt 43,468 1,768 4.07% 43,134 1,839 4.26% Total Securities 220,115 10,376 4.71% 171,274 8,045 4.70% Total Cash Equiv. and Investments 346,646 15,009 4.33% 283,064 12,935 4.57% Total Loans 2,392,590 149,951 6.27% 2,290,618 146,175 6.38% Total Interest-Earning Assets 2,739,236 164,960 6.02% 2,573,682 159,110 6.18% Other Assets 192,063 205,568 Total Assets $ 2,931,299 $ 2,779,250 Interest bearing demand $ 582,618 $ 13,396 2.30% $ 476,686 $ 10,344 2.17% Money market demand 595,229 13,619 2.29% 579,232 12,981 2.24% Time deposits 596,161 25,100 4.21% 617,894 27,708 4.48% Total Borrowings 187,859 8,184 4.36% 149,572 7,797 5.21% Total Interest-Bearing Liabilities 1,961,867 60,299 3.07% 1,823,384 58,830 3.23% Non Int Bearing Deposits 640,536 653,966 Total Cost of Funds $ 2,602,403 $ 60,299 2.32% $ 2,477,350 $ 58,830 2.37% Other Liabilities 31,938 29,515 Total Liabilities $ 2,634,341 $ 2,506,865 Shareholders' Equity $ 296,958 $ 272,385 Total Liabilities & Shareholders' Equity $ 2,931,299 $ 2,779,250 Net Interest Income/Spread (FTE) 104,661 2.95% 100,280 2.95% Tax-Equivalent Basis Adjustment (371) (386) Net Interest Income $ 104,290 $ 99,894 Net Interest Margin 3.81% 3.88% Taxable income on securities includes income from available for sale securities and income from certificates of deposits with other banks. Income stated on a tax equivalent basis which is non-GAAP and is reconciled to GAAP at the bottom of the table. Includes the balances of nonaccrual loans. Includes the effect of the interest rate swap, which reduced interest expense by $734 thousand and $1.42 million for the years ended December 31, 2025 and 2024, respectively. (2) (2) (1) (3) (4) (1) (2) (3) (4)
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49 Rate/Volume Analysis The following table reflects the sensitivity of the Company’s interest income and interest expense to changes in volume and in yields on interest-earning assets and costs of interest-bearing liabilities during the years indicated. Year Ended December 31, 2025 vs. 2024 Increase (Decrease) Due To: (Dollars in thousands) Rate Volume Net Interest Income: Int. Earn. Cash $ (901) $ 644 $ (257) Securities Taxable 53 2,349 2,402 Tax-Exempt (85) 14 (71) Total Securities (32) 2,363 2,331 Total Loans (2,632) 6,408 3,776 Total Interest-Earning Assets (3,565) 9,415 5,850 Interest Expense: Interest bearing demand 757 2,295 3,052 Money market demand 298 340 638 Time deposits (1,634) (974) (2,608) Total Borrowings (1,597) 1,984 387 Total Interest-Bearing Liabilities (2,176) 3,645 1,469 Change in Net Interest Income $ (1,389) $ 5,770 $ 4,381 Net Interest Income: Net interest income before provision for credit losses increased by $4.4 million, or 4.37%, to $104.3 million for the year ended December 31, 2025, compared to $99.9 million for the year ended December 31, 2024. This increase can be attributed to an increase in interest income resulting from a higher average balance in interest-earning assets as compared to the year ended December 31, 2024. This increase was partially offset by an increase in interest expense resulting from an increase in the average balance of interest bearing liabilities. The net interest margin decreased seven basis points to 3.81% for the year ended December 31, 2025 from 3.88% for the year ended December 31, 2024. Interest Income: Interest income increased to $164.6 million for the year ended December 31, 2025, compared with $158.7 million for the year ended December 31, 2024 primarily due to an increase in interest income on loans as a result of the growth in average loans. The growth in the average balance of interest earning assets which increased $165.6 million to $2.74 billion for the year ended December 31, 2025 compared to $2.57 billion for the year ended December 31, 2024 contributed $9.4 million in growth of interest income. The growth in the average balance of interest earning assets was due primarily to the increase in the average balance of loans which increased $102.0 million to $2.39 billion for the year ended December 31, 2025 as compared to 2024 as a result of growth in the commercial loan portfolio. This growth was partially offset by a decrease in the average yield on loans which decreased 11 basis points on an annualized basis from 6.38% for the year ended December 31, 2024 to 6.27% for the year ended December 31, 2025. In general, the lower average yield on the loan portfolio can be attributable to the amount of income recognized from the amortization of net loan discounts. Amortization of net loan discounts as part of purchase accounting adjustments to acquired loans primarily from the Partners Merger contributed $11.1 million to the increase in interest income during the year ended December 31, 2025 compared to $14.7 million for 2024. Overall, the average yield of interest earning assets decreased 16 basis points on an annualized basis to 6.02% for the year ended December 31, 2025 as compared to 2024. Interest Expense: Interest expense increased by $1.5 million or 2.50% to $60.3 million for the year ended December 31, 2025, compared to $58.8 million for the year ended December 31, 2024. The increase in interest expense was primarily due to the increase in the average balance of interest-bearing liabilities, which increased $138.5 million to $1.96 billion for the year ended December 31, 2025 compared to $1.82 billion for the year ended December 31, 2024. The increase in the average balance of interest-bearing liabilities was primarily due to the increase in the average balance of interest-bearing deposits which increased $100.2 million, or 6.0% from $1.7 billion for the year ended December 31, 2024 to $1.8 billion for the year ended December 31, 2025. The increase in interest expense was partially offset by a decrease in the interest rate paid on interest earning liabilities. The average rate paid on interest-bearing liabilities decreased 16 basis points on an annualized basis from 3.23% for the year ended December 31, 2024 to 3.07% for the year ended December 31, 2025. Amortization of net discounts on acquired interest bearing liabilities recorded as part of purchase accounting adjustments through the Partners Merger contributed $522 thousand to interest expense during the year ended December 31, 2025 compared to amortization of $2.2 million for the year ended December 31, 2024. Interest expense on borrowings was reduced by $734 thousand and $1.42 million for the years ended December 31, 2025 and 2024 respectively due to the impact of the interest rate swap.
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50 Provision for Credit Losses: The provision for credit losses is the resulting expense from the allowances for credit losses on loans, unfunded commitments, and held-to-maturity securities. The provision for credit losses was $8.2 million for the year ended December 31, 2025, compared to a provision of $257 thousand for the year ended December 31, 2024. The majority of the increase in the provision for credit losses was attributable to the Commercial Relationship. The Company completes a comprehensive quarterly evaluation to determine its provision for credit losses. The evaluation reflects analyses of individual borrowers and historical loss experience, and changes in net loan balances, supplemented as necessary by credit judgment that considers observable trends, conditions, and other relevant environmental and economic factors. Refer to Note 4 of the Notes to the Consolidated Financial Statements for additional details on the provision for credit losses. Non-interest Income: Non-interest income increased by $13.1 million to $21.9 million for the year ended December 31, 2025, from $8.9 million for the year ended December 31, 2024. The increase was primarily due to: (1) the gain on the New Jersey Branch Sale of $11.1 million; (2) an increase of $1.1 million in other income consisting primarily of $918 thousand increase in swap fee income; and (3) an increase of $449 thousand in gain on sale of loans, primarily residential loans. Non-interest Expenses: Non-interest expenses increased $529 thousand or 0.70%, from $74.9 million for the year ended December 31, 2024, to $75.4 million for the year ended December 31, 2025. The increase was primarily due to: (1) an increase in salaries and employee benefits of $2.1 million related to an increase in incentive compensation accruals; and (2) an increase of $615 thousand in equipment and data processing. These increases were partially offset by: (1) a decrease in FDIC insurance and supervisory fees of $566 thousand; (2) a decrease in amortization of intangibles of $487 thousand; and (3) a decrease in occupancy costs of $444 thousand. Income Tax Expense/Benefit: Income tax expense for the year ended December 31, 2025 totaled $9.1 million compared to an income tax expense of $7.4 million for 2024 primarily as a result of an increase in income before income tax expense. The income tax expense recognized for the year ended December 31, 2025 was the direct result of our net income adjusted for tax free income and non-deductible merger related expenses. We recognized income tax expense for the year ended December 31, 2025 at an effective tax rate of 21.3% which is greater than our statutory tax rate of 21%. As a result of the Partners Merger, the Company has nexus in states with applicable state corporate income taxes which is adding to the effective tax rate and resulting in a rate greater than our statutory federal tax rate of 21%. This is as compared to an effective tax rate of 22.0% for the year ended December 31, 2024. Liquidity, Commitments, and Capital Resources The Company’s liquidity, represented by cash and due from banks, is a product of our operating, investing and financing activities. The Company’s primary sources of funds are deposits, principal repayments of securities and outstanding loans, and funds provided from operations. In addition, the Company invests excess funds in short-term interest-earnings assets such as overnight deposits or U.S. agency securities, which provide liquidity to meet lending requirements. While scheduled payments from the amortization of loans and securities and short-term investments are relatively predictable sources of funds, general interest rates, economic conditions and competition greatly influence deposit flows and repayments on loans and mortgage-backed securities. The Company strives to maintain sufficient liquidity to fund operations, loan demand and to satisfy fluctuations in deposit levels. The Company is required to have enough investments that qualify as liquid assets in order to maintain sufficient liquidity to ensure safe and sound banking operations. Liquidity may increase or decrease depending upon the availability of funds and comparative yields on investments in relation to the return on loans. Our attempts to maintain adequate liquidity, and liquidity management is both a daily and long-term function of the Company’s business management. We manage our liquidity in accordance with a board of directors-approved asset liability policy, which is administered by the Company’s asset-liability committee (“ALCO”). ALCO reports interest rate sensitivity, liquidity, capital and investment-related matters on a quarterly basis to the Company’s board of directors. The Company reviews cash flow projections regularly and updates them in order to maintain liquid assets at levels believed to meet the requirements of normal operations, including loan commitments and potential deposit outflows from maturing certificates of deposit and savings withdrawals. Certificates of deposit due within one year of December 31, 2025 totaled $630.8 million, or 93.5% of our certificates of deposit, and 24.7% of total deposits. Of these certificates of deposits, $35.0 million are brokered deposits which will mature in the first quarter of 2026. If these deposits do not remain with us, we will be required to seek other sources of funds, including other deposits and FHLB advances. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered. Additionally, approximately 10.9% of our deposits (measured on a year-to-date average balance) consisted of balances in escrow-type deposits which are distributed among different customers with no customer exceeding our policy limits on size of deposits.
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51 While deposits are the Company’s primary source of funds, when needed the Company is also able to generate cash through borrowings from the FHLB. At December 31, 2025, the Company had remaining available capacity with the FHLB, subject to certain collateral restrictions, of approximately $682.9 million. There were $115.0 million in FHLB advances outstanding at December 31, 2025, which matured in the first quarter of 2026. In addition to our available borrowing capacity at the FHLB, the Company has bank-level lines of credit with multiple financial institutions and a line at the Federal Reserve Bank Discount Window that provides additional liquidity at December 31, 2025. The following table shows the Company’s available borrowing capacity at December 31, 2025. (In Thousands) Liquidity Source Capacity Outstanding Available Federal Home Loan Bank $ 797,897 $ 115,000 $ 682,897 Federal Reserve Bank Discount Window 23,116 — 23,116 Correspondent Banks 77,000 — 77,000 Total $ 898,013 $ 115,000 $ 783,013 Consistent with the Company’s goals to operate as a sound and profitable financial institution, the Company actively seeks to maintain the Bank's status as a well-capitalized institution in accordance with regulatory standards. As of December 31, 2025 and 2024, the Bank met the capital requirements to be considered “well capitalized.” See Note 16 within the Notes to the Consolidated Financial Statements for more information regarding our capital resources. Off-Balance Sheet Arrangements and Contractual Obligations See Note 16 within the Notes to the Consolidated Financial Statements beginning for more information regarding the Company’s off- balance sheet arrangements. For disclosures of the Company’s future obligations under operating leases, please see Note 6 within the Notes to the Consolidated Financial Statements. For disclosures of the Company’s contractual obligations related to certificates of deposits, please see Note 8 within the Notes to the Consolidated Financial Statements. Critical Accounting Estimates It is management’s opinion that accounting estimates covering certain aspects of the Company’s business have more significance than others due to the relative importance of those areas to overall performance, or the level of subjectivity required in making such estimate, which have a material impact on the carrying value of certain assets and liabilities. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. The more significant areas in which the Company's management applies critical assumptions and estimates include the following: Allowance for credit losses: The loan portfolio is the biggest asset on the Company's balance sheet. The allowance for credit losses represents management's estimate of credit losses in the loan portfolio at the balance sheet date. A provision for credit losses is recorded to adjust the level of the allowance for credit losses as deemed necessary by management. The allowance for credit losses consists of reserves on loans that share similar risk characteristics, and reserves on loans that do not share similar risk characteristics. Expected credit losses are estimated over the contractual term of the loan, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a restructured loan will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancelable by the Company. Management’s determination of the adequacy of the allowance for credit losses is based on periodic evaluations of past events, including historical credit loss experience on financial assets with similar risk characteristics, historical credit losses experienced by peer institutions on financial assets with similar risk characteristics, current conditions, and reasonable and supportable forecasts that affect the collectability of the remaining cash flows over the contractual term of the financial assets. This evaluation has subjective components requiring material estimates, including forecasted national economic conditions such as U.S. GDP and U.S civilian unemployment rate, expected default probabilities, the expected loss given default, and the amounts and timing of expected future cash flows. This evaluation is also subject to adjustment through qualitative factor considerations. All of these factors may be susceptible to significant change.
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52 Changes in the FOMC's median forecasted year over year U.S. civilian unemployment rate, the year over year change in U.S. GDP, and S&P/Case-Shiller U.S. National Home Price Index ("HPI") could have a material impact on the model's estimation of the allowance. FOMC projections are sourced from a quarterly Summary of Projections, which accompanies select FOMC meetings. An immediate "shock" or increase of 25% in the FOMC's projected rate of U.S. civilian unemployment, a decrease of 25% in the FOMC's projected rate of U.S. GDP growth, and 25% decrease in the HPI would increase the model's total calculated allowance by approximately $6.3 million, or 19.9%, to $38.0 million as of December 31, 2025, assuming qualitative adjustments are kept at current levels. An immediate decrease of 25% in the FOMC's projected rate of U.S. civilian unemployment, an increase of 25% in the FOMC's projected rate of U.S. GDP growth, and 25% increase in the HPI would decrease the model's total calculated allowance by approximately $4.2 million, or 13.2%, to $27.5 million as of December 31, 2025, assuming qualitative adjustments are kept at current levels. While management's current evaluation of the allowance for credit losses indicates that the allowance is appropriate, the allowance may need to be increased under adversely different conditions or assumptions. Additionally, changes in those factors and inputs may not occur at the same rate and inputs may be directionally inconsistent, such that improvements in one factor may offset deterioration in others. Generally, loans that do not share similar risk characteristics are collateral-dependent and impairment is measured through the collateral method. Appraisals of the underlying value of property securing loans are critical in determining impairment. Assumptions used in appraisals could affect the valuation of a property securing a loan and the related allowance determined. Management reviews the assumptions supporting such appraisals to determine that resulting values reasonably reflect amounts realizable on related loans. When the measurement of these loans is less than the recorded investment in the loan, the shortfall is recorded through the allowance for credit losses. To the extent that actual results differ from management estimates, additional provisions for credit losses may be required that would adversely impact earnings in future periods. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not required for smaller reporting companies. Item 8. Financial Statements and Supplementary Data.
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53 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 74) 54 Consolidated Balance Sheets as of December 31, 2025 and 2024 55 Consolidated Statements of Operations for the Years ended December 31, 2025 and 2024 56 Consolidated Statements of Comprehensive Income for the Years ended December 31, 2025 and 2024 57 Consolidated Statements of Shareholders’ Equity for the Years ended December 31, 2025 and 2024 58 Consolidated Statements of Cash Flows for the Years ended December 31, 2025 and 2024 59 Notes to Consolidated Financial Statements 61
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54 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of LINKBANCORP, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of LINKBANCORP, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024; the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for the years then ended; 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, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, 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 audits. 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 audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits 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 audits 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 audits provide a reasonable basis for our opinion. We have served as the Company’s auditor since 2020. /s/ S.R. Snodgrass, P.C. Conshohocken, Pennsylvania March 12, 2026
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55 LINKBANCORP, Inc. and Subsidiaries Consolidated Balance Sheets December 31, 2025 December 31, 2024 (In Thousands, except share and per share data) ASSETS Noninterest-bearing cash equivalents $ 15,482 $ 13,834 Interest-bearing deposits with other institutions 36,811 152,266 Cash and cash equivalents 52,293 166,100 Securities available for sale, at fair value 262,620 145,590 Securities held to maturity (Fair value of $25,211 and $30,284, respectively) 25,876 31,967 Less: Allowance for credit losses - securities (391) (459) Securities held to maturity, net 25,485 31,508 Loans receivable 2,556,729 2,255,749 Less: Allowance for credit losses - loans (31,674) (26,435) Net loans 2,525,055 2,229,314 Investments in restricted bank stock 7,735 5,209 Premises and equipment, net 15,957 18,029 Right-of-Use Asset – Premises 15,225 14,913 Bank-owned life insurance 53,708 52,079 Goodwill 58,806 58,806 Other intangible assets, net 15,366 20,955 Deferred tax asset 16,889 18,866 Assets held for sale — 94,146 Accrued interest receivable and other assets 21,790 23,263 TOTAL ASSETS $ 3,070,929 $ 2,878,778 LIABILITIES Deposits: Demand, noninterest bearing $ 603,728 $ 658,646 Interest bearing 1,951,024 1,701,936 Total deposits 2,554,752 2,360,582 Long-term borrowings 40,000 40,000 Short-term borrowings 75,000 10,000 Note payable — 565 Subordinated debt 62,281 61,984 Lease liabilities 15,564 15,666 Allowance for credit losses - unfunded commitments 2,507 1,857 Liabilities held for sale — 93,777 Accrued interest payable and other liabilities 14,393 14,126 TOTAL LIABILITIES 2,764,497 2,598,557 COMMITMENTS AND CONTINGENT LIABILITIES (Notes 1, 6, and 16) SHAREHOLDERS’ EQUITY Preferred stock (At December 31, 2025 and December 31, 2024: no par value; 5,000,000 shares authorized; no shares issued and outstanding.) — — Common stock (At December 31, 2025 and December 31, 2024: $0.01 par value; 50,000,000 shares authorized; 37,457,914 and 37,370,917 shares issued and outstanding, respectively.) 370 370 Surplus 266,090 264,449 Retained earnings 42,300 19,947 Accumulated other comprehensive loss (2,328) (4,545) TOTAL SHAREHOLDERS' EQUITY 306,432 280,221 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 3,070,929 $ 2,878,778 See accompanying notes to the consolidated financial statements.
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56 LINKBANCORP, Inc. and Subsidiaries Consolidated Statements of Operations Year Ended December 31, 2025 2024 (In Thousands, except share and per share data) INTEREST AND DIVIDEND INCOME Loans receivable, including fees $ 149,951 $ 146,175 Investment securities: Taxable 8,608 6,206 Exempt from federal income tax 1,397 1,453 Other 4,633 4,890 Total interest and dividend income 164,589 158,724 INTEREST EXPENSE Deposits 52,115 51,033 Other borrowings 3,965 3,977 Subordinated debt 4,219 3,820 Total interest expense 60,299 58,830 NET INTEREST INCOME BEFORE PROVISION FOR CREDIT LOSSES 104,290 99,894 Provision for credit losses 8,169 257 NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 96,121 99,637 NONINTEREST INCOME Service charges on deposit accounts 4,311 4,036 Bank-owned life insurance 1,772 1,633 Net realized gains on the sales of debt securities — 4 Gain on sale of loans 719 270 Gain on sale of branches 11,093 — Other 4,020 2,919 Total noninterest income 21,915 8,862 NONINTEREST EXPENSE Salaries and employee benefits 43,144 41,061 Occupancy 5,501 5,945 Equipment and data processing 7,789 7,174 Professional fees 2,553 2,830 FDIC insurance and supervisory fees 1,830 2,396 Intangible amortization 4,291 4,778 Merger & restructuring expenses 707 914 Advertising 603 633 Other 9,015 9,173 Total noninterest expense 75,433 74,904 Income before income tax expense 42,603 33,595 Income tax expense 9,092 7,386 NET INCOME $ 33,511 $ 26,209 EARNINGS PER SHARE, BASIC $ 0.90 $ 0.71 EARNINGS PER SHARE, DILUTED $ 0.90 $ 0.71 WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING, BASIC 37,173,548 36,990,672 DILUTED 37,315,644 37,105,614 See accompanying notes to the consolidated financial statements.
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57 LINKBANCORP, Inc. and Subsidiaries Consolidated Statements of Comprehensive Income Year Ended December 31, 2025 2024 (In Thousands) Net income $ 33,511 $ 26,209 Components of other comprehensive income (loss): Unrealized gain (loss) on available-for-sale securities 4,485 (2,626) Tax effect (942) 552 Net of tax amount 3,543 (2,074) Unrealized loss on cash flow hedges (2,412) (484) Adjustment for amounts reclassified into net income 734 1,422 Tax effect 352 (197) Net of tax amount (1,326) 741 Reclassification adjustment for debt securities gains realized in net income — (4) Tax effect — 1 Net of tax amount — (3) Total other comprehensive income (loss) 2,217 (1,336) Total comprehensive income $ 35,728 $ 24,873 See accompanying notes to the consolidated financial statements.
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58 LINKBANCORP, Inc. and Subsidiaries Consolidated Statements of Shareholders’ Equity (In Thousands, except share data) CommonStockShares CommonStockAmount Surplus Retained Earnings AccumulatedOtherComprehensiveLoss Total Shareholders' Equity Balance, December 31, 2024 37,370,917 $ 370 $ 264,449 $ 19,947 $ (4,545) $ 280,221 Net income — — — 33,511 — 33,511 Dividends declared ($0.30 per share) — — — (11,158) — (11,158) Employee stock purchase plan 30,833 — 209 — — 209 Issuance of common stock including proceeds from exercise of common stock compensation plans 58,461 — 79 — — 79 Retirement of restricted shares (2,297) — (59) — — (59) Stock compensation amortization — — 1,412 — — 1,412 Other comprehensive income — — — — 2,217 2,217 Balance, December 31, 2025 37,457,914 $ 370 $ 266,090 $ 42,300 $ (2,328) $ 306,432 (1) Issuance of common stock includes 11,077 of stock options and 47,384 of restricted stock units which is net of shares held for tax purposes. (In Thousands, except share data) CommonStockShares CommonStockAmount Surplus Retained Earnings AccumulatedOtherComprehensive Loss Total Equity Attributable to Parent Noncontrolling interest in consolidated subsidiary Total Shareholders' Equity Balance, December 31, 2023 37,340, 700 $ 369 $ 263,3 10 $ 4,843 $ (3,209) $ 265,313 $ 483 $ 265,796 Net income — — — 26,20 9 — 26,209 — 26,209 Dividends declared ($0.30 per share) — — — (11,10 5) — (11,105) — (11,105) Exercise of stock options 2,377 — 14 — — 14 — 14 Employee stock purchase plan 30,199 1 152 — — 153 — 153 Stock compensation amortization — — 988 — — 988 — 988 Dissolution of Minority Interest — — — — — — (483) (483) Retirement of restricted shares (2,359) — (15) — — (15) — (15) Other comprehensive loss — — — — (1,336) (1,336) — (1,336) Balance, December 31, 2024 37,370, 917 $ 370 $ 264,4 49 $ 19,94 7 $ (4,545) $ 280,221 $ — $ 280,221 See accompanying notes to the consolidated financial statements. (1)
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LINKBANCORP, Inc. and Subsidiaries Consolidated Statement of Cash Flows For the Year Ended December 31, (In Thousands) 2025 2024 OPERATING ACTIVITIES Net income $ 33,511 $ 26,209 Adjustments to reconcile net income to net cash provided by operating activities: Gain on sale of branches (11,093) — Provision for credit losses 8,169 257 Depreciation 1,648 1,892 Amortization of intangible assets 4,291 4,778 Accretion of discounts, net (10,496) (11,747) Origination of loans to be sold (22,096) (10,093) Proceeds from loan sales 22,815 10,363 Gain on sale of loans (719) (270) Share-based and deferred compensation 2,301 1,864 Bank-owned life insurance income (1,772) (1,633) Gain on sale of debt securities, available for sale — (4) Change in accrued interest receivable and other assets (1,097) 5,939 Change in accrued interest payable and other liabilities 281 (1,977) Other, net (477) (136) Net cash provided by operating activities 25,266 25,442 INVESTING ACTIVITIES Investment securities available for sale: Proceeds from sales — 1,691 Proceeds from calls and maturities 3,245 10,230 Proceeds from principal repayments 22,464 13,255 Purchases (137,564) (57,322) Investment securities held to maturity: Proceeds from principal repayments 6,134 5,055 Purchases — (250) Purchase of restricted investment in bank stocks (12,363) (16,530) Redemption of restricted investment in bank stocks 9,837 15,286 Increase in loans, net (298,085) (91,433) Purchase of bank-owned life insurance — (1,599) Payment of death benefit under bank owned life insurance 143 — Cash paid to buy-out minority interest — (483) Proceeds from disposal of premises and equipment 1,358 2,967 Purchase of premises and equipment (1,461) (2,885) Proceeds from sale of branches, net 26,194 — Net cash used in investing activities (380,098) (122,018) FINANCING ACTIVITIES Increase in deposits, net 186,895 153,425 Change in short-term borrowings, net 65,000 — Proceeds from long-term borrowings — 40,000 Issuance of shares from exercise of stock options 79 14 Dividends paid (11,158) (11,105) Net proceeds from issuance of common stock 209 152 Net cash provided by financing activities 241,025 182,486 (Decrease) increase in cash and cash equivalents (113,807) 85,910 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 166,100 80,190 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 52,293 $ 166,100 See accompanying notes to the consolidated financial statements.
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60 LINKBANCORP, Inc. and Subsidiaries Consolidated Statement of Cash Flows For the Year Ended December 31, 2025 2024 SUPPLEMENTAL CASH FLOW DISCLOSURES Cash paid during the period for: Interest $ 60,258 $ 58,431 Federal income taxes $ 11,807 $ 9,009 State income taxes $ 1,462 $ 1,175 Reclassification of New Jersey branch loans from portfolio loans to assets held-for-sale, net $ — $ (21,528) Reclassification of New Jersey branch assets to assets held-for-sale, net $ — $ 175 Reclassification of New Jersey branch deposits to liabilities held-for-sale, net $ — $ 6,124 Reclassification of New Jersey branch liabilities to liabilities held-for-sale, net $ — $ (124) See accompanying notes to the consolidated financial statements.
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LINKBANCORP, Inc. and Subsidiaries Notes to Consolidated Financial Statements (All dollar amounts are presented in thousands, except share and per share amounts) 61 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A summary of significant accounting and reporting policies applied in the presentation of the accompanying consolidated financial statements follows: Nature of Operations LINKBANCORP, Inc. (the “Company” or "LINKBANCORP") was incorporated on April 6, 2018, under the laws of the Commonwealth of Pennsylvania. The Company was formed with the intent of becoming a bank holding company through acquisition of a bank. On September 17, 2018, the Pennsylvania Department of Banking and Securities (the "PADOBS") approved the acquisition of 100 percent of the shares of Stonebridge Bank, subject to recapitalization of the bank and continued compliance with capital ratios outlined in Note 16. On October 5, 2018, LINKBANCORP, Inc. purchased 100 percent of the outstanding shares of Stonebridge Bank, from its former parent company Stonebridge Financial Corp. under section 363 of the Bankruptcy Code. LINKBANCORP subsequently renamed the bank LINKBANK. On December 10, 2020, the Company and its wholly owned subsidiary, LINKBANK, and GNB Financial Services, Inc. (“GNBF”), and its wholly owned subsidiary, The Gratz Bank (the "Bank”) entered into an Agreement and Plan of Merger (the “Gratz Merger Agreement”) pursuant to which GNBF merged with and into the Company, with the Company as the surviving corporation. LINKBANK merged with and into The Gratz Bank, with The Gratz Bank as the surviving institution. The merger was consummated effective September 18, 2021. In markets other than the pre-merger Gratz Bank areas, the Bank operated as "LINKBANK, a division of The Gratz Bank." Effective November 4, 2022, the Bank began to operate under one brand under the name LINKBANK. On November 30, 2023, the Company completed its merger with Partners Bancorp ("Partners"), and its wholly owned subsidiaries, The Bank of Delmarva and Virginia Partners Bank, pursuant to which Partners merged with and into the Company with the Company as the surviving corporation (the "Partners Merger"). The Bank of Delmarva and Virginia Partners Bank merged with and into LINKBANK with LINKBANK as the surviving bank (the "Bank Mergers"). In connection with the announcement of the Partners Merger in the first quarter of 2023, LINKBANCORP completed a private placement of $10.0 million with certain directors of LINKBANCORP as well as other accredited investors. On December 18, 2025, the Company and Burke & Herbert Financial Services Corp., a Virginia corporation ("BHRB"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, the Company will merge with and into BHRB, with BHRB as the surviving corporation (the "Merger"). The Merger Agreement further provides that immediately following the Merger, the Bank will merge with and into Burke & Herbert Bank & Trust Company, a Virginia chartered bank and a wholly-owned Subsidiary of BHRB ("B&H Bank"), with B&H Bank as the surviving bank. Shareholders of the Company will receive 0.1350 of a BHRB share of common stock for each share of common stock of the Company that they own. The Merger Agreement was unanimously approved by the board of directors of each of the Company and BHRB. The Bank is a full-service commercial bank providing personal and business lending and deposit services. The Bank’s operations are conducted from its eight Solutions Centers located in Dauphin, Chester, Cumberland, Lancaster, Northumberland, and Schuylkill Counties, and loan production offices located in Chester and York Counties, in Pennsylvania, eight solutions centers in Wicomico, Charles, Anne Arundel, and Worcester counties in Maryland, four solutions centers and a loan production office in Sussex county in Delaware, three solutions centers in Spotsylvania and Fairfax counties in Virginia, and one solutions center in the city of Fredericksburg, Virginia. The Company’s corporate office resides in Camp Hill, Pennsylvania. As a state chartered, non- Federal Reserve member bank, the Bank is subject to regulation and supervision by the PADOBS and the Federal Deposit Insurance Corporation (the "FDIC"). The Company is regulated by the Federal Reserve Bank of Philadelphia. The Bank’s deposits are insured up to the applicable limits by the FDIC. Sale of New Jersey Solutions Centers On March 31, 2025, the Bank completed the sale of the New Jersey operations of the Bank pursuant to a purchase and assumption agreement (the "Agreement") with American Heritage Federal Credit Union (“AHFCU”) pursuant to which AHFCU purchased certain assets and assumed certain liabilities (the "Transaction" or "New Jersey Branch Sale"), including all three branch locations (including two branch leases). Under the Agreement, AHFCU acquired $105.0 million in loans, $2.1 million in fixed assets, and $87.1 million in deposits. The
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62 total deposit premium paid by AHFCU was 7% or $6.2 million. With respect to acquired loans, AHFCU paid an amount equal to the principal balances plus any accrued but unpaid interest and late charges on the loans measured as of the closing date. Unamortized loan discounts of $6.7 million were taken into income which was included within the gain on sale. Core deposit intangibles of $1.3 million were written off and included within the gain on sale. AHFCU paid book value for fixed assets, real estate, and other assets located at the owned branches. The Transaction resulted in an after-tax gain, net of transaction costs, of approximately $8.7 million. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and the Bank. All significant intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting practices of the Company conform to accounting principles generally accepted in the United States of America (GAAP) and to general practices within the banking industry. The following summarizes the more significant of these policies and practices. Initial Public Offering In September 2022, the Company completed its initial public offering ("IPO") whereby it issued and sold 5,101,205 shares of common stock at a public offering price of $7.50 per share. The Company received net proceeds of $34,650 after deducting underwriting discounts and commissions of $2,487 and other offering expenses of $1,114. The Company's common stock now trades on the Nasdaq Capital Market under the symbol "LNKB." Reclassification of Prior Period Financial Statements Certain previously reported items have been reclassified to conform to the current year's classifications. Reclassifications had no effect on prior year net income or shareholders' equity. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the allowance for credit losses and the valuation of deferred tax assets. Acquisition Method of Accounting The Company accounts for acquisitions using the acquisition method of accounting. The acquisition method of accounting requires the Company to estimate the fair value of the tangible assets and identifiable intangible assets acquired and liabilities assumed. The estimated fair values are based on available information and current economic conditions at the date of acquisition. Fair value may be obtained from independent appraisers, discounted cash flow present value techniques, management valuation models, quoted prices on national markets or quoted market prices from brokers. These fair value estimates will affect future earnings through the disposition or amortization of the underlying assets and liabilities. Accounting for business combination under GAAP acquisition method prohibits “carrying over” valuation allowances, such as the allowance for credit losses. Uncertainties relating to the expected future cash flows are reflected in the fair value measurement of the acquired loans and reflected in the purchase price. The Company will establish credit loss allowances for the acquired loans in periods after the acquisition, but only for losses incurred on these loans due to credit deterioration after acquisition. For business acquisitions, whereby the Company acquires loans that have shown evidence of credit deterioration since origination, the Company will classify these loans as purchased credit-deteriorated (“PCD”) loans. The Company will determine which loans will be classified as PCD loans based on borrower payment history, past due status, loan credit grading, value of underlying collateral, underwriting standards and other factors that affect the collectability of contractual cash flows. Under GAAP, purchasers are permitted to individually evaluate or collectively aggregate PCD loans into pools. PCD loans acquired in the same fiscal quarter may be assembled into one or more pools with common risk characteristics. Once pooled, a single composite interest rate is used to determine aggregate expected cash flows for each respective pool. PCD loans are recorded on the acquisition date at fair value. The Company estimates the amount and timing of expected cash flows for each individually analyzed loan. Estimated cash flows in excess of the amount paid is recorded as interest income over the remaining life of the loan. On a quarterly basis, the Company will update the amount of loan principal and interest cash flows expected to be collected, incorporating assumptions regarding default rates, loss severities, the amounts and timing of prepayments and other factors that
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are reflective of current market conditions. Probable decreases in expected loan principal cash flows trigger the recognition of impairment, which is then measured as the present value of the expected principal loss plus any related foregone interest cash flows discounted at the loan’s effective interest rate. Impairments that occur after the acquisition date are recognized through the allowance for credit losses. Probable and significant increases in expected cash flows would first reverse any previously recorded allowance for credit losses; any remaining increases are recognized prospectively as interest income. The impacts of (i) prepayments, (ii) changes in variable interest rates, and (iii) any other changes in the timing of expected cash flows are recognized prospectively as adjustments to interest income. Disposals of loans, which may include sales of loans, receipt of payments in full by the borrower, or foreclosure, result in removal of the loan from the PCD portfolio. Goodwill and Other Intangible Assets Goodwill represents the excess of the acquisition cost over the fair value of the net assets acquired in the acquisition. GAAP requires goodwill to be tested for impairment on an annual basis and between annual tests in certain circumstances and written down when impaired. There can be no assurance that future goodwill impairment tests will not result in a charge to income. Core deposit intangible assets (“CDI”) are initially measured at fair value and then amortized over the expected life on an accelerated basis using projected decay rates of the underlying core deposits. The expected life is generally ten years. The principal factors considered when valuing the CDI consist of the following: (1) the rate and maturity structure of the interest-bearing liabilities, (2) estimated retention rates for each deposit liability category, (3) the current interest rate environment, and (4) estimated noninterest income potential of the acquired relationship. The CDI is evaluated periodically for impairment. Goodwill and other intangible assets are reviewed for impairment annually as of September 30 and between annual tests when events and circumstances indicate that impairment may have occurred. If there is a goodwill impairment charge, it will be the amount by which the reporting unit’s carrying amount exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The same one-step impairment test is applied to goodwill at all reporting units. The determination of the fair value of the Company incorporates assumptions that marketplace participants would use in their estimates of fair value of the Company in a change of control transaction, as prescribed by ASC Topic 820. To arrive at a conclusion of fair value, we utilize both the Income and Market Approach and then apply weighting factors to each result. Weighting factors represent our best business judgment of the weightings a market participant would utilize in arriving at a fair value for the Company. In performing our analyses, we also made numerous assumptions with respect to industry performance, business, economic and market conditions, and various other matters, many of which cannot be predicted and are beyond our control. With respect to financial projections, projections reflect the best currently available estimates and judgments as to the expected future financial performance of the Company. Cash and Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include cash on hand and amounts due from banks. Generally, federal funds are purchased and sold for one-day periods. Short-term investments include interest bearing-deposits with banks with an original maturity of less than 90 days. Investment Securities Investment securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Investment securities that will be held for indefinite periods of time, including securities that may be sold in response to changes in market interest or prepayment rates, needs for liquidity, and changes in the availability of and in the yield of alternative investments, are classified as available for sale. These investment securities are carried at fair value. Fair values of securities available for sale are determined by using Level 2 fair value measures calculated through the use of matrix pricing. Matrix pricing is a common mathematical technique that does not rely exclusively on quoted market prices for specific securities but rather utilizes the security’s relationship to other benchmark quoted prices in determining fair value. The Company uses independent service providers to calculate our Level 2 fair value measures. Unrealized gains and losses are excluded from operations and are reported net of tax as a separate component of other comprehensive income until realized. Realized gains and losses on the sale of investment securities are reported in the consolidated statements of operations and determined using the adjusted cost of the specific security sold on the trade date. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or is more likely than not that it will be required to sell the security before recovery of its amortized cost basis. If either criteria regarding intent or requirement to sell is met, the security's amortized cost basis is written down to fair value through income. For available-for-sale debt securities that do not meet the aforementioned criteria, the Company evaluates whether the decline in
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64 fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is 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 for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive (loss) income. Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale debt security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Allowance for Credit Losses - Held-to-Maturity Securities Management measures expected credit losses on held-to-maturity debt securities on a collective basis by major security type. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Management classifies the held-to-maturity portfolio into the following major security types: Corporate debentures and structured mortgage-backed securities. • The corporate debentures are comprised of investments in subordinated debt issued by U.S. based banks. • All of the structured mortgage-backed securities are issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S government, are highly rated by major rating agencies and have a long history of no credit losses. Loans Receivable Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at their outstanding unpaid principal balances, net of an allowance for credit losses and any deferred fees or costs. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the yield (interest income) of the related loans. The Company is generally amortizing these amounts over the contractual life of the loan. Premiums and discounts on purchased loans are amortized as adjustments to interest income using the effective yield method. The loans receivable portfolio is segmented into commercial and consumer loans. Commercial loans consist of the following classes: agriculture and farmland, commercial and industrial, commercial real estate, construction and municipal. Consumer loans consist of the following classes: residential real estate, and consumer and other. The loan segments are based on collateral type. The accrual of interest on all portfolio classes is discontinued at the time the loan is more than ninety days delinquent unless the loan is well collateralized and in process of collection. Nonaccrual loans are reviewed for charge-off if more than ninety-days past due, except for residential loans and consumer loans. Residential loans are reviewed at 180 days and consumer loans are reviewed at 120 days past due. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered unlikely. All interest accrued but not collected for loans placed on nonaccrual or charged-off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured. In addition, a loan should be in accordance with the contractual terms for a reasonable period, usually requiring a payment history of six months. Loans Held for Sale Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recorded as a valuation allowance and charged to earnings. Allowance for Credit Losses - Loans The allowance for credit losses is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed.
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65 Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics, such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in unemployment rates, property values, or other relevant factors. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist. The Company has identified the following portfolio segments and measures the allowance for credit losses using the following methods: Portfolio Segment Measurement Method Agriculture and farmland Remaining life Construction Discounted cash flow Commercial & industrial Discounted cash flow Commercial real estate Multifamily Discounted cash flow Owner occupied Discounted cash flow Non-owner occupied Discounted cash flow Residential real estate First liens Discounted cash flow Second liens and lines of credit Discounted cash flow Municipal Remaining life Consumer Remaining life Loans that do not share similar risk characteristics are evaluated on an individual basis. Loans are evaluated individually generally based on nonaccrual and delinquency status. Loans evaluated individually are not included in the collective evaluation described above. When management determines that foreclosure is probable, expected credit losses are based on the fair value of collateral at the reporting date, adjusted for selling costs as appropriate. Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a modification to a borrower experiencing financial difficulty will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancelable by the Company. Investment in Restricted Stock, at Cost The Company holds restricted stock in the FHLB and the Atlantic Community Bancshares, Inc. (“ACBB”) which is carried at cost. The Company held $375 of ACBB stock at both December 31, 2025 and 2024, respectively. The Company held $7,360 and $4,834 of FHLB stock at December 31, 2025 and 2024, respectively. The FHLB stock is bought from and sold to the FHLB based upon its $100 par value. The stock does not have a readily determinable fair value and as such is classified as restricted stock, carried at cost, and evaluated for impairment as necessary. The stock’s value is determined by the ultimate recoverability of the par value rather than by recognizing temporary declines. The determination of whether the par value will ultimately be recovered is influenced by criteria such as the following: (a) the significance of the decline in net assets of the FHLB as compared to the capital stock amount and the length of time this situation has persisted; (b) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance; (c) the impact of legislative and regulatory changes on the customer base of the FHLB; and (d) the liquidity position of the FHLB. Management evaluated the stock and concluded that the stock was not impaired for the periods presented herein. Bank-Owned Life Insurance The Company invests in bank-owned life insurance (“BOLI”) as a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by the Company on a chosen group of employees. The Company is the owner and beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies. Income from the increase in cash surrender value of the policies is included in non-interest income in the Consolidated Statement of Operations, net of expenses. Premises and Equipment Leasehold improvements and furniture and equipment are stated at cost, less accumulated depreciation. Depreciation and amortization expense is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for furniture and equipment are three to ten years; leasehold improvements are amortized over the shorter of their respective lease term or estimated life of the improvement.
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66 Leases The Company evaluates its contracts at inception to determine if an arrangement either is a lease or contains one. Right-of-use ("ROU") assets represent the right to use an underlying asset for the lease term, and lease liabilities represent an obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company's leases do not provide an implicit rate, so the Company's incremental borrowing rate is used based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is reevaluated upon lease modification. The operating lease ROU asset also includes any initial direct costs and prepaid lease payments made less any lease incentives. In calculating the present value of lease payments, the Company may include options to extend the lease when it is reasonably certain that it will exercise that option. In accordance with ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), the Company keeps leases with an initial term of 12 months or less off of the balance sheet. The Company recognizes these lease payments in the consolidated statements of income on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components and has elected the practical expedient to account for them as a single lease component. Other Real Estate Owned Foreclosed assets acquired in settlement of loans are carried at fair value, less estimated costs to sell. Prior to foreclosure, as the value of the underlying loan is written down to fair value of the real estate or other assets to be acquired by a charge to the allowance for credit losses, if necessary. Any subsequent write-downs are charged against operating expenses. Operating expenses of such properties, net of related income and losses on disposition, are included in other expenses and gains and losses are included in other noninterest income or other noninterest expense. As of December 31, 2025 and 2024, the Company had no other real estate owned. At December 31, 2025, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process was $211. Transfers of Financial Assets Transfers of financial assets are accounted for as sales when control of the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity. Income Taxes The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Bank determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of the evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized. The Company accounts for uncertain tax positions if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management’s judgment. The Bank recognizes interest and penalties on income taxes as a component of income tax expense. Allowance for Off-Balance Sheet Financial Instruments In the ordinary course of business, the Bank has entered into off-balance sheet financial instruments consisting of commitments to extend credit and letters of credit. Such financial instruments are recorded in the consolidated balance sheets when they are funded.
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67 The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted through credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. Share-based Compensation The Bank follows the provisions of ASC 718-10, Compensation – Stock Compensation. This standard requires the Bank to recognize the cost of employee and organizer services received in share-based payment transactions and measure the cost based on the grant-date fair value of the award. The cost will be recognized over the period during which the employee or organizer is required to provide service in exchange for the award. The stock compensation accounting guidance requires that compensation cost for all stock awards be calculated and recognized over the employee’s service period, generally defined as the vesting period. For awards with graded-vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. A Black-Scholes model is used to estimate the fair value of stock options, while the fair value of the Company’s common stock as the date of grant is used for restricted stock awards. Stock Warrants The Company issued stock purchase warrants in connection with its initial stock offering via private placement, giving organizers the right to purchase shares of common stock at the initial offering price of $10 per share. For organizers, the warrants serve as a reward for bearing the financial risk of the Company’s organization by advancing “seed money” for its organizational and pre- opening expenses. The organizers’ warrants are non-voting and are exercisable for a period of ten years from the date of grant. All grants were issued during 2019. These warrants are transferable in accordance with the warrant agreement, but are not puttable to the Company. These shares may be issued from previously authorized but unissued shares of stock. The Board has made no additional authorization to issue any further warrants as of December 31, 2025 and has no current plans for future issuance of warrants. To date, organizers have not exercised any warrants since their issuance. Based on the contractual terms, the warrants do not fall within the scope of ASC 480-10, Distinguishing Liabilities from Equity, and they meet the requirements within ASC 815, Derivatives and Hedging, to be classified within shareholders’ equity. The fair value of these shares upon issuance using the Black-Scholes model was zero, based on the fair value for the stock on the date of grant. Comprehensive Loss Comprehensive Loss consists of net income and other comprehensive (loss) income. Other comprehensive (loss) income includes unrealized gains and losses on securities available for sale, which is also recognized as a separate component of equity. Treasury Stock Common stock shares repurchased are recorded as treasury stock, at cost on the consolidated balance sheets, on a settlement date basis. Gains and losses on subsequent reissuance of shares are credited or charged to surplus using the average cost method. Earnings Per Share Basic earnings per share (EPS) represents net income available to common shareholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share includes the dilutive effect of additional potential common shares issuable under stock options. Potential common shares that may be issued related to outstanding stock options are determined using the treasury stock method. Operating Segments While the chief decision maker monitors the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Discrete financial information is not available other than on a Company-wide basis. Advertising Expenses The Company expenses advertising costs as incurred. Advertising costs for the years ended December 31, 2025 and 2024 were $603 and $633, respectively, and were included within Other Expenses within the Consolidated Statements of Operations.
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Assets and Liabilities Held for Sale At December 31, 2024, the Company held assets and liabilities for sale in connection with the New Jersey Branch Sale, which were held at lower of their carrying value or fair value less cost to sell. Depreciation and amortization was stopped at the time the assets were classified as held for sale. Recently Adopted Accounting Standards In 2024, the Company adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard update requires additional interim and annual disclosures about a reportable segment's expenses, even for companies with only one reportable segment. The adoption of this standard did not have a material effect on the Company's operating results or financial condition. Refer to Note 23 for the Company's segment disclosures. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which added to ASU 2020-04 optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. Entities can elect not to apply certain modification accounting requirements to contracts affected by what the guidance calls “reference rate reform” if certain criteria are met. An entity that makes this election would not have to remeasure the contracts at the modification date or reassess a previous accounting determination. Also, entities can elect various optional expedients that would allow them to continue applying hedge accounting for hedging relationships affected by reference rate reform if certain criteria are met, and can make a onetime election to sell and/or reclassify held-to-maturity debt securities that reference an interest rate affected by reference rate reform. ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The amendments in this ASU are effective for all entities upon issuance through December 31, 2024. The Company identified its loan receivables that have an interest rate indexed to LIBOR, verified proper transition language existed in the contracts and executed contractual updates, as needed, with the impacted borrowers. The Company replaced LIBOR in most cases with one-month Term SOFR or Daily SOFR. The impact was not material to the financial statements of the Company. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This standard update requires additional interim and annual disclosures about a company's income taxes, including more detailed information around the annual rate reconciliation and income taxes paid. For public business entities, this Update is effective for fiscal years beginning after December 15, 2024. The adoption of this standard did not have a material effect on the Company's operating results or financial condition. Recent Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40).This ASU requires disclosure in the notes to financial statements of specified information about certain costs and expenses. Specific disclosures are required for (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas producing activities. The amendments in this Update do not change or remove current expense disclosure requirements. However, the amendments affect where this information appears in the notes to financial statements because entities are required to include certain current disclosures in the same tabular format disclosure as the other disaggregation requirements in the amendments. The amendments in ASU 2024-03 apply only to public business entities and are effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The adoption of this standard is not expected to have a material effect on the Company's operating results or financial condition. In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU. The adoption of this standard is not expected to have a material effect on the Company's operating results or financial condition. In November 2025, the FASB issued ASU 2025-08, Financial Instruments — Credit Losses (Topic 326): Purchased Loans. The amendments in this ASU expand the population of acquired financial assets subject to the gross-up approach that had previously only been applicable to Purchased Credit Deteriorated ("PCD") loans. Under this ASU, loans (excluding credit cards) acquired without credit deterioration and deemed "seasoned" will be subject to the gross-up approach at acquisition, and no longer subject to the "Day 1" credit loss expense previously required for non-PCD assets. The amendments in ASU 2025-08
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69 are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-08. In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The amendments in this ASU provide clarity on the current interim reporting requirements, require entities to disclose events since the end of the last annual reporting period that have a material impact on the entity, and provide additional guidance on what disclosures should be provided in interim reporting periods. The amendments in this ASU apply to all entities that provide interim financial statements and notes in accordance with GAAP. The amendments in ASU 2025-11 are effective for public business entities with interim reporting periods within annual reporting periods beginning after December 15, 2027 and can be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025- 11 but the adoption of this standard is not expected to have a material effect on the Company's operating results or financial condition.
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70 2. INVESTMENT SECURITIES The amortized cost, gross unrealized gains and losses, allowance for credit losses, and fair value of investment securities available for sale are summarized as follows: December 31, 2025 (In Thousands) AmortizedCost GrossUnrealizedGains GrossUnrealizedLosses Allowance for Credit Losses FairValue Available for Sale: US Government Agency securities $ 11,337 $ 293 $ (1) $ — $ 11,629 Obligations of state and political subdivisions 49,892 81 (2,459) — 47,514 Mortgage-backed securities in government-sponsored entities 203,984 1,223 (2,158) — 203,049 Other securities 434 — (6) — 428 $ 265,647 $ 1,597 $ (4,624) $ — $ 262,620 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Allowance for Credit Losses Held to Maturity: Corporate debentures $ 12,250 $ — $ (367) $ 11,883 $ (391) Structured mortgage-backed securities 13,626 — (298) 13,328 — $ 25,876 $ — $ (665) $ 25,211 $ (391) December 31, 2024 (In Thousands) AmortizedCost GrossUnrealizedGains GrossUnrealizedLosses Allowance for Credit Losses FairValue Available for Sale: US Government Agency securities $ 13,017 $ 96 $ (40) $ — $ 13,073 Obligations of state and political subdivisions 51,254 10 (4,063) — 47,201 Mortgage-backed securities in government-sponsored entities 88,289 61 (3,567) — 84,783 Other securities 542 — (9) — 533 $ 153,102 $ 167 $ (7,679) $ — $ 145,590 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Allowance for Credit Losses Held to Maturity: Corporate debentures $ 15,250 $ — $ (984) $ 14,266 $ (459) Structured mortgage-backed securities 16,717 6 (705) 16,018 — $ 31,967 $ 6 $ (1,689) $ 30,284 $ (459)
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71 The following tables show the Company's gross unrealized loss positions for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time the individual debt securities have been in a continuous unrealized loss position. December 31, 2025 Less Than Twelve Months Twelve Months or Greater Total (In Thousands) Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Available for Sale: US Government Agency Securities $ — $ — $ 1,999 $ (1) $ 1,999 $ (1) Obligations of state and political subdivisions 2,720 (4) 32,775 (2,455) 35,495 (2,459) Mortgage-backed securities in government- sponsored entities 99,036 (563) 28,433 (1,595) 127,469 (2,158) Other securities — — 306 (6) 306 (6) $ 101,756 $ (567) $ 63,513 $ (4,057) $ 165,269 $ (4,624) December 31, 2024 Less Than Twelve Months Twelve Months or Greater Total (In Thousands) Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Available for Sale: US Government Agency Securities $ 3,960 $ (40) $ — $ — $ 3,960 $ (40) Obligations of state and political subdivisions 11,433 (273) 34,345 (3,790) 45,778 (4,063) Mortgage-backed securities in government- sponsored entities 45,629 (902) 29,877 (2,665) 75,506 (3,567) Other securities — — 533 (9) 533 (9) $ 61,022 $ (1,215) $ 64,755 $ (6,464) $ 125,777 $ (7,679) No allowance for credit losses on available for sale debt securities was required at December 31, 2025 or 2024. The Company reviews its position quarterly and believes that as of December 31, 2025 and 2024, the declines outlined in the above tables represent temporary declines, and the Company does not intend to sell, and does not believe it will be required to sell, these debt securities before recovery of their cost basis, which may be at maturity. There were 187 and 210 available for sale debt securities with unrealized losses at December 31, 2025 and 2024, respectively. The Company has concluded that the unrealized losses disclosed above are the result of interest rate changes and market conditions that are not expected to result in the non-collection of principal and interest during the year. Accrued interest receivable on available for sale debt securities totaled $1,260 and $817 at December 31, 2025 and 2024, respectively, which is excluded from the estimate of credit losses. Accrued interest receivable on held-to-maturity debt securities totaled $195 and $278 at December 31, 2025 and 2024, respectively, which is excluded from the estimate of credit losses. The Company monitors the credit quality of corporate debentures held to maturity through the use of credit ratings, where available, and financial analysis, including capital monitoring and financial performance analysis. The Company monitors these
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72 securities on a quarterly basis. There were nine and ten held-to-maturity debt securities with unrealized losses at December 31, 2025 and 2024, respectively. The following tables presents the activity in the allowance for credit losses for corporate debentures held to maturity for the twelve months ended December 31, 2025 and 2024. For the Year Ended December 31, (in Thousands) 2025 Balance, December 31, 2024 $ 459 Changes in the allowance for credit losses (68) Balance, December 31, 2025 $ 391 For the Year Ended December 31, (in Thousands) 2024 Balance, December 31, 2023 $ 512 Credit to allowance for credit losses (53) Balance, December 31, 2024 $ 459 As of December 31, 2025, amortized cost and fair value by contractual maturity, where applicable, are shown below. Actual maturities may differ from contractual maturities because the borrower may have the right to prepay obligations with or without penalty. Available for Sale Securities Held to Maturity Securities (In Thousands) AmortizedCost FairValue AmortizedCost FairValue Due within one year $ 3,088 $ 3,086 $ — $ — Due after one year through five years 15,151 15,064 3,000 2,994 Due after five years through ten years 18,614 18,414 9,250 8,889 Due after ten years 24,376 22,579 — — Mortgage-backed securities and Collateralized mortgage obligations 203,984 203,049 13,626 13,328 Other securities 434 428 — — $ 265,647 $ 262,620 $ 25,876 $ 25,211
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73 The following table summarizes sales of debt securities for the year ended December 31, 2024. There were no sales of debt securities for the year ended December 31, 2025. For the Year Ended December 31, (In Thousands) 2024 Proceeds $ 1,691 Gross gains 4 Gross losses — Net gains (losses) $ 4 The tax provision related to these realized gains was approximately $1 as of December 31, 2024. The Company had pledged debt securities with a carrying value of $55,130 and $57,852 to secure public monies as of December 31, 2025 and 2024, respectively. 3. LOANS RECEIVABLE The portfolio segments and classes of loans are as follows: (In Thousands) December 31, 2025 December 31, 2024 Agriculture and farmland loans $ 61,611 $ 67,741 Construction loans 172,917 152,619 Commercial & industrial loans 275,824 245,833 Commercial real estate loans Multifamily 244,554 211,778 Owner occupied 545,837 477,742 Non-owner occupied 771,537 628,237 Residential real estate loans First liens 377,108 373,469 Second liens and lines of credit 87,051 76,713 Consumer and other loans 17,062 17,086 Municipal loans 2,767 3,886 2,556,268 2,255,104 Deferred costs 461 645 Allowance for credit losses (31,674) (26,435) Total $ 2,525,055 $ 2,229,314 The above table does not include loans that are held for sale related to the New Jersey branch sale at December 31, 2024. The Company originates commercial, residential, and consumer loans within its primary market areas of southcentral and southeastern Pennsylvania, northern Virginia, eastern Maryland, and Delaware. A significant portion of the loan portfolio is secured by real estate. At December 31, 2025 and 2024, the Company serviced residential mortgage loans for the FHLB in the amount of $37,342 and $40,578, respectively.
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74 4. ALLOWANCE FOR CREDIT LOSSES The segments of the Company’s loan portfolio are disaggregated to a level that allows management to monitor risk and performance. The loan segments used are consistent with the internal reports evaluated by the Company’s management and Board of Directors to monitor risk and performance within various segments of its loan portfolio and, therefore, no further disaggregation is considered necessary. The Company’s loan portfolio consists primarily of real estate loans on commercial and residential property. The portfolio also includes agricultural loans, commercial loans, municipal loans, and consumer loans. The Company’s primary lending activity is the origination of commercial loans extended to small and mid-sized commercial and industrial entities. Commercial loans are primarily underwritten on the basis of the borrowers’ ability to service such debt from income. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. As a general practice, the Company takes as collateral a security interest in any equipment, or other chattel, although loans may also be made on an unsecured basis. Collateralized working capital loans typically are secured by short-term assets whereas long-term loans are primarily secured by long-term assets. Construction and Land loans are to finance the construction of owner-occupied and income producing properties. These loans are categorized within commercial or one-to-four family residential loans based upon the underlying collateral and intended use following the completion of the construction period. Real estate development and construction loans are approved based on an analysis of the borrower and guarantor, the viability of the project and on an acceptable percentage of the appraised value of the property securing the loan. Construction loan funds are disbursed periodically based on the percentage of construction or development completed. The Company carefully monitors these loans with on-site inspections and requires the receipt of lien waivers on funds advanced. The Company considers the market conditions and feasibility of proposed projects, the financial condition and reputation of the borrower and guarantors, the amount of the borrower’s equity in the project, independent appraisals, cost estimates and pre-construction sale information. The Company also makes loans on occasion for the purchase of land for future development by the borrower. Land loans are extended for the future development for either commercial or residential use by the borrower. The Company carefully analyzes the intended use of the property and the viability thereof. The Company’s commercial real estate loans consist of mortgage loans secured by nonresidential real estate, such as by apartment buildings, small office buildings, and owner-occupied properties. Commercial real estate loans are secured by the subject property and are underwritten based on loan to value limits, cash flow coverage and general creditworthiness of the obligors. These loans tend to involve larger loan balances and their repayment is typically dependent upon the successful operation and management of the underlying real estate. Residential real estate loans are underwritten based on the borrower’s repayment capacity and source, value of the underlying property, credit history and stability. These loans are secured by a first or second mortgage on the borrower’s principal residence or their second/vacation home (excluding investment/rental property). In addition to the main types of loans discussed above, the Company also originates agricultural loans, consumer loans, and municipal loans. The agricultural loan portfolio consists of loans to local farmers and agricultural businesses that are generally secured by farmland and equipment. The consumer loan portfolio consists of lending in the form of home equity loans secured by financed property and personal consumer loans, which may be secured or unsecured. The municipal loan portfolio consists of loans to qualified local municipalities, which are generally supported by the taxing authority of the borrowing municipality, and is frequently secured by collateral. Management systematically monitors the loan portfolio and the appropriateness of the allowance for credit losses on a quarterly basis to provide for expected losses inherent in the portfolio. For segments determined by discounted cash flow analysis, the Company's estimate of future economic conditions utilized in its estimate is primarily dependent on the Federal Open Market Committee's forecasts related to Real Gross Domestic Product and Unemployment rate. For segments determined by the remaining life method, an average loss rate is generally calculated based on peer losses and applied to the future outstanding loan balances at quarter end. Certain qualitative factors are then added to the historical allocation percentage to get the adjusted factor to be applied to non- classified loans. The following qualitative factors are analyzed for each portfolio segment: • Levels of and trends in delinquencies • Trends in volume and terms • Changes in collateral • Changes in management and lending staff • Economic trends
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75 • Concentrations of credit • Changes in lending policies • External factors • Changes in underwriting process • Trends in credit quality ratings These qualitative factors are reviewed each quarter and adjusted based upon relevant changes within the portfolio. The total allowance reflects management’s estimate of credit losses inherent in the loan portfolio at the Consolidated Balance Sheet date. The Company considers the allowance for credit losses adequate to cover expected credit losses in the loan portfolio at December 31, 2025.
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76 The following tables summarize the activity in the allowance for credit losses by loan segment for the year ended December 31, 2025. Beginning balance Charge-offs Charge-offs on PCD Acquired Loans Recoveries Provision for credit losses Ending balance (In Thousands) For the Year Ended December 31, 2025 Allowance for credit losses: Agriculture and farmland $ 11 $ — $ — $ — $ 13 $ 24 Construction 893 (8) — 9 1,219 2,113 Commercial & industrial 4,093 (374) — 5 5,263 8,987 Commercial real estate Multifamily 1,805 — — — 66 1,871 Owner occupied 5,611 — — 3 1,035 6,649 Non-owner occupied 9,345 (35) (2,018) — (217) 7,075 Residential real estate First liens 3,395 (3) — 97 97 3,586 Second liens and lines of credit 1,154 — — 1 103 1,258 Municipal 48 — — — (21) 27 Consumer 80 (30) — 5 29 84 Total $ 26,435 $ (450) $ (2,018) $ 120 $ 7,587 $ 31,674 Beginning balance Charge-offs Recoveries Allowance for Credit Losses on PCD Acquired Loans Provision for credit losses Ending balance (In Thousands) For the Year Ended December 31, 2024 Allowance for credit losses: Agriculture and farmland $ 12 $ — $ — $ — $ (1) $ 11 Construction 959 — 4 — (70) 893 Commercial & industrial 2,940 (152) 89 — 1,216 4,093 Commercial real estate Multifamily 1,483 — 2 — 320 1,805 Owner occupied 6,572 (29) 1 — (933) 5,611 Non-owner occupied 5,773 (54) 11 2,300 1,315 9,345 Residential real estate First liens 4,778 (4) 26 — (1,405) 3,395 Second liens and lines of credit 1,072 (9) 14 — 77 1,154 Municipal 79 — — — (31) 48 Consumer 99 (185) 12 — 154 80 Total $ 23,767 $ (433) $ 159 $ 2,300 $ 642 $ 26,435
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77 The following table presents the amortized cost basis of nonaccrual loans and loans past due over 89 days still accruing by segments of the loan portfolio. As of December 31, 2025 (In Thousands) Nonaccrual with No Allowance for Credit Loss Nonaccrual with a related Allowance for Credit Loss Total Nonaccrual Loans 90 days or greater past due still accruing Agriculture and farmland $ 818 $ — $ 818 $ — Construction 354 143 497 — Commercial & industrial 598 5,385 5,983 — Commercial real estate Multifamily 502 — 502 — Owner occupied 3,592 2,040 5,632 249 Non-owner occupied 330 — 330 — Residential real estate First liens 9,920 — 9,920 — Second liens and lines of credit 461 — 461 — Municipal — — — — Consumer — — — — Total $ 16,575 $ 7,568 $ 24,143 $ 249 December 31, 2024 (In Thousands) Nonaccrual with No Allowance for Credit Loss Nonaccrual with a related Allowance for Credit Loss Total Nonaccrual Loans 90 days or greater past due still accruing Agriculture and farmland $ — $ — $ — $ — Construction 9 — 9 157 Commercial & industrial 125 7 132 — Commercial real estate Multifamily — — — — Owner occupied 6,171 3,581 9,752 — Non-owner occupied 398 3,931 4,329 — Residential real estate First liens 1,975 — 1,975 289 Second liens and lines of credit 482 — 482 — Municipal — — — — Consumer — — — 48 Total $ 9,160 $ 7,519 $ 16,679 $ 494 The Company recognized $940 and $605 of interest income on nonaccrual loans during the year ended December 31, 2025 and 2024, respectively.
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78 The following table presents, by class of loans, the carrying value of collateral dependent nonaccrual loans and type of collateral as of December 31, 2025 and 2024. December 31, 2025 (In Thousands) Real Estate Business Assets Other Total Agriculture and farmland loans $ 818 $ — $ — $ 818 Construction 497 — — 497 Commercial & industrial loans — 5,983 — 5,983 Commercial real estate loans Multifamily 502 — — 502 Owner occupied 5,632 — — 5,632 Non-owner occupied 330 — — 330 Residential real estate loans First liens 9,920 — — 9,920 Second liens and lines of credit 461 — — 461 Municipal — — — — Consumer — — — — $ 18,160 $ 5,983 $ — $ 24,143 December 31, 2024 (In Thousands) Real Estate Business Assets Other Total Agriculture and farmland loans $ — $ — $ — $ — Construction 9 — — 9 Commercial & industrial loans — 132 — 132 Commercial real estate loans Multifamily — — — — Owner occupied 9,752 — — 9,752 Non-owner occupied 4,329 — — 4,329 Residential real estate loans First liens 1,975 — — 1,975 Second liens and lines of credit 482 — — 482 Municipal — — — — Consumer — — — — $ 16,547 $ 132 $ — $ 16,679
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79 The following table presents an aging analysis of the recorded investment of past due loans at December 31, 2025 and December 31, 2024. December 31, 2025 (In Thousands) 30-59 Days Past Due 60-89 Days Past Due 90 Days or Greater Past Due Total Past Due Current Total Loans Agriculture and farmland $ 107 $ — $ 474 $ 581 $ 61,030 $ 61,611 Construction — — 497 497 172,420 172,917 Commercial & industrial 4,978 75 638 5,691 270,133 275,824 Commercial real estate Multifamily 988 — — 988 243,566 244,554 Owner occupied — — 5,881 5,881 539,956 545,837 Non-owner occupied — — 244 244 771,293 771,537 Residential real estate First liens 1,471 383 6,433 8,287 368,821 377,108 Second liens and lines of credit 166 51 241 458 86,593 87,051 Municipal — — — — 2,767 2,767 Consumer — — — — 17,062 17,062 Total $ 7,710 $ 509 $ 14,408 $ 22,627 $ 2,533,641 $ 2,556,268 December 31, 2024 (In Thousands) 30-59 Days Past Due 60-89 Days Past Due 90 Days or Greater Past Due Total Past Due Current Total Loans Agriculture and farmland $ 23 $ — $ — $ 23 $ 67,718 $ 67,741 Construction 197 — 166 363 152,256 152,619 Commercial & industrial 41 — 90 131 245,702 245,833 Commercial real estate Multifamily 314 — — 314 211,464 211,778 Owner occupied 334 660 8,768 9,762 467,980 477,742 Non-owner occupied — — 398 398 627,839 628,237 Residential real estate First liens 686 317 1,220 2,223 371,246 373,469 Second liens and lines of credit 191 119 276 586 76,127 76,713 Municipal — — — — 3,886 3,886 Consumer 7 1 48 56 17,030 17,086 Total $ 1,793 $ 1,097 $ 10,966 $ 13,856 $ 2,241,248 $ 2,255,104 Credit Quality Information The following tables represent credit exposures by internally assigned grades as of December 31, 2025. The grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The Company’s internally assigned grades are as follows: Pass – loans that are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral. There are four sub-grades within the Pass category to further distinguish the loan. Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected. Substandard – loans that have a well-defined weakness based on objective evidence and are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Doubtful – loans classified as Doubtful have all the weaknesses inherent in a Substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances. Loss – loans classified as a Loss are considered uncollectible and are immediately charged against allowances.
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80 The following table presents the classes of the loan portfolio summarized by the internal risk rating system as of December 31, 2025. December 31, 2025 Term Loans Amortized Cost Basis by Origination Year (In Thousands) 2025 2024 2023 2022 2021 Prior Revolvin g loans amortize d cost basis Revolvin g loans converte d to term Total Agriculture and farmland Pass $ 3,49 1 $ 10,2 26 $ 964 $ 12,9 92 $ 7,74 8 $ 21,2 91 $ 3,661 $ — $ 60,373 Special mention — — — — — 173 247 — 420 Substandard or lower — — — — — 818 — — 818 Total Agriculture and farmland $ 3,49 1 $ 10,2 26 $ 964 $ 12,9 92 $ 7,74 8 $ 22,2 82 $ 3,908 $ — $ 61,611 Agriculture and farmland Current period gross charge-offs — — — — — — — — — Construction Pass 64,7 70 47,3 86 26,8 96 11,6 84 11,8 15 5,00 7 4,862 — 172,420 Special mention — — — — — — — — — Substandard or lower — — 497 — — — — — 497 Total Construction 64,7 70 47,3 86 27,3 93 11,6 84 11,8 15 5,00 7 4,862 — 172,917 Construction Current period gross charge-offs — — — — — 8 — — 8 Commercial & industrial Pass 34,4 47 40,7 76 18,1 26 11,7 18 13,6 46 8,14 6 136,650 — 263,509 Special mention 165 — 89 98 44 — 924 — 1,320 Substandard or lower — — 15 4,80 4 — 595 5,581 — 10,995 Total Commercial & industrial 34,6 12 40,7 76 18,2 30 16,6 20 13,6 90 8,74 1 143,155 — 275,824 Commercial & industrial Current period gross charge-offs — 74 — 300 — — — — 374 Commercial real estate - Multifamily Pass 40,7 91 33,8 82 17,5 61 76,7 33 44,5 17 25,8 94 502 — 239,880 Special mention — — — — — — — — — Substandard or lower 198 — 304 632 2,85 6 684 — — 4,674 Total Commercial real estate - Multifamily 40,9 89 33,8 82 17,8 65 77,3 65 47,3 73 26,5 78 502 — 244,554 Commercial real estate - Multifamily Current period gross charge-offs — — — — — — — — —
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81 December 31, 2025 Term Loans Amortized Cost Basis by Origination Year (In Thousands) 2025 2024 2023 2022 2021 Prior Revolvin g loans amortize d cost basis Revolvin g loans converted to term Total Commercial real estate - Owner occupied Pass 113, 684 56,8 81 44,8 14 94,0 69 74,7 53 127, 186 16,193 — 527,5 80 Special mention 362 — 3,02 9 353 2,69 6 4,47 6 267 — 11,18 3 Substandard or lower — 669 — 2,83 5 587 2,98 3 — — 7,074 Total Commercial real estate - Owner occupied 114, 046 57,5 50 47,8 43 97,2 57 78,0 36 134, 645 16,460 — 545,8 37 Commercial real estate - Owner occupied Current period gross charge-offs — — — — — — — — — Commercial real estate - Non-owner occupied Pass 191, 479 74,2 30 53,8 14 175, 534 102, 170 144, 040 11,127 — 752,3 94 Special mention 4,74 9 — 996 3,48 8 1,32 6 4,91 5 110 — 15,58 4 Substandard or lower — 663 — — — 2,89 6 — — 3,559 Total Commercial real estate - Non- owner occupied 196, 228 74,8 93 54,8 10 179, 022 103, 496 151, 851 11,237 — 771,5 37 Commercial real estate - Non-owner occupied Current period gross charge-offs — — — — 2,01 8 35 — — 2,053 Municipal Pass 49 56 237 — 291 2,03 6 98 — 2,767 Special mention — — — — — — — — — Substandard or lower — — — — — — — — — Total Municipal 49 56 237 — 291 2,03 6 98 — 2,767 Municipal Current period gross charge-offs — — — — — — — — — Total Pass $ 448, 711 $ 263, 437 $ 162, 412 $ 382, 730 $ 254, 940 $ 333, 600 $173,093 $ — $ 2,018, 923 Special mention 5,27 6 — 4,11 4 3,93 9 4,06 6 9,56 4 1,548 — 28,50 7 Substandard or lower 198 1,33 2 816 8,27 1 3,44 3 7,97 6 5,581 — 27,61 7 Total $ 454, 185 $ 264, 769 $ 167, 342 $ 394, 940 $ 262, 449 $ 351, 140 $180,222 $ — $ 2,075, 047 The following tables present the classes of the loan portfolio summarized by the internal risk rating system as of December 31, 2024.
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82 December 31, 2024 Term Loans Amortized Cost Basis by Origination Year (In Thousands) 2024 2023 2022 2021 2020 Prior Revolv ing loans amortiz ed cost basis Revolv ing loans convert ed to term Total Agriculture and farmland Pass $ 11,35 7 $ 1,040 $ 13,68 2 $ 8,761 $ 4,780 $ 21,10 5 $ 5,320 $ — $ 66,045 Special mention — 10 — 51 — 1,387 248 — 1,696 Substandard or lower — — — — — — — — — Total Agriculture and farmland $ 11,35 7 $ 1,050 $ 13,68 2 $ 8,812 $ 4,780 $ 22,49 2 $ 5,568 $ — $ 67,741 Agriculture and farmland Current period gross charge-offs — — — — — — — — — Construction Pass 38,68 1 54,92 9 17,64 5 18,95 2 1,226 8,567 12,42 2 — 152,422 Special mention — — — — — — — — — Substandard or lower — 197 — — — — — — 197 Total Construction 38,68 1 55,12 6 17,64 5 18,95 2 1,226 8,567 12,42 2 — 152,619 Construction Current period gross charge-offs — — — — — — — — — Commercial & industrial Pass 36,19 4 23,64 5 18,63 2 18,88 0 10,14 5 8,154 115,6 55 — 231,305 Special mention 301 153 4,606 88 — 363 7,023 — 12,534 Substandard or lower 74 51 384 47 — 299 1,139 — 1,994 Total Commercial & industrial 36,56 9 23,84 9 23,62 2 19,01 5 10,14 5 8,816 123,8 17 — 245,833 Commercial & industrial Current period gross charge-offs — — — — 20 7 125 — 152 Commercial real estate - Multifamily Pass 34,00 6 11,06 4 84,49 7 49,85 9 19,45 1 11,23 2 685 — 210,794 Special mention — — 984 — — — — — 984 Substandard or lower — — — — — — — — — Total Commercial real estate - Multifamily 34,00 6 11,06 4 85,48 1 49,85 9 19,45 1 11,23 2 685 — 211,778 Commercial real estate - Multifamily Current period gross charge-offs — — — — — — — — —
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83 December 31, 2024 Term Loans Amortized Cost Basis by Origination Year (In Thousands) 2024 2023 2022 2021 2020 Prior Revolv ing loans amortiz ed cost basis Revolv ing loans convert ed to term Total Commercial real estate - Owner occupied Pass 52,56 6 56,67 4 101,3 51 83,70 3 48,00 3 99,60 0 15,12 0 — 457,017 Special mention — — 365 1,984 416 5,608 262 — 8,635 Substandard or lower — — 9,327 — — 2,632 131 — 12,090 Total Commercial real estate - Owner occupied 52,56 6 56,67 4 111,0 43 85,68 7 48,41 9 107,8 40 15,51 3 — 477,742 Commercial real estate - Owner occupied Current period gross charge-offs — — — — 23 6 — — 29 Commercial real estate - Non- owner occupied Pass 78,92 8 60,58 4 187,1 13 111,1 91 48,51 2 120,3 40 8,535 — 615,203 Special mention 744 — — 1,536 3,352 3,073 — — 8,705 Substandard or lower — — — 3,931 — 324 74 — 4,329 Total Commercial real estate - Non- owner occupied 79,67 2 60,58 4 187,1 13 116,6 58 51,86 4 123,7 37 8,609 — 628,237 Commercial real estate - Non- owner occupied Current period gross charge-offs — — — — — 54 — — 54 Municipal Pass 71 356 — 350 939 2,088 82 — 3,886 Special mention — — — — — — — — — Substandard or lower — — — — — — — — — Total Commercial real estate - Municipal 71 356 — 350 939 2,088 82 — 3,886 Municipal Current period gross charge-offs — — — — — — — — — Total Pass $ 251,8 03 $ 208,2 92 $ 422,9 20 $ 291,6 96 $ 133,0 56 $ 271,0 86 $ 157,8 19 $ — $ 1,736,6 72 Special mention 1,045 163 5,955 3,659 3,768 10,43 1 7,533 — 32,554 Substandard or lower 74 248 9,711 3,978 — 3,255 1,344 — 18,610 Total $ 252,9 22 $ 208,7 03 $ 438,5 86 $ 299,3 33 $ 136,8 24 $ 284,7 72 $ 166,6 96 $ — $ 1,787,8 36
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84 The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. As part of our adoption of CECL, the Company will monitor small balance, homogeneous loans, such as home equity, residential mortgage, and consumer loans based on delinquency status rather than the assignment of loan specific risk ratings. The Company will evaluate credit quality based on the aging status of the loan. The following tables present the amortized cost of these loans based on payment activity, by origination year, as of December 31, 2025 and 2024. December 31, 2025 Term Loans Amortized Cost Basis by Origination Year (In Thousands) 2025 2024 2023 2022 2021 Prior Revolving loans amortized cost basis Revolvin g loans converte d to term Total Residential real estate - First liens Performing $ 48,1 26 $ 24,1 27 $ 41,2 79 $ 78,3 97 $ 69,1 48 $ 93,9 13 $ 12,198 $ — $ 367,1 88 Nonperforming — — 42 — 340 3,06 9 6,469 — 9,920 Total Residential real estate - First liens $ 48,1 26 $ 24,1 27 $ 41,3 21 $ 78,3 97 $ 69,4 88 $ 96,9 82 $ 18,667 $ — $ 377,1 08 Residential real estate - First liens Current period gross charge-offs — — — — — 3 — — 3 Residential real estate - Second liens and lines of credit Performing 469 2,67 3 1,45 4 405 155 949 80,485 — 86,59 0 Nonperforming — — — — 22 199 240 — 461 Total Residential real estate - Second liens and lines of credit 469 2,67 3 1,45 4 405 177 1,14 8 80,725 — 87,05 1 Residential real estate - Second liens and lines of credit Current period gross charge-offs — — — — — — — — — Consumer and other Performing 4,81 4 1,69 6 2,88 3 2,23 1 146 178 5,114 — 17,06 2 Nonperforming — — — — — — — — — Total Consumer and other 4,81 4 1,69 6 2,88 3 2,23 1 146 178 5,114 — 17,06 2 Consumer and other Current period gross charge-offs — 10 7 5 — 8 — — 30 Total Performing $ 53,4 09 $ 28,4 96 $ 45,6 16 $ 81,0 33 $ 69,4 49 $ 95,0 40 $ 97,797 $ — $ 470,8 40 Nonperforming — — 42 — 362 3,26 8 6,709 — 10,38 1 Total $ 53,4 09 $ 28,4 96 $ 45,6 58 $ 81,0 33 $ 69,8 11 $ 98,3 08 $ 104,506 $ — $ 481,2 21
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85 December 31, 2024 Term Loans Amortized Cost Basis by Origination Year (In Thousands) 2024 2023 2022 2021 2020 Prior Revolvi ng loans amortiz ed cost basis Revolvi ng loans convert ed to term Total Residential real estate - First liens Performing $ 28,53 2 $ 48,60 1 $ 86,19 7 $ 82,08 6 $ 35,96 2 $ 78,24 4 $ 11,58 3 $ — $ 371,2 05 Nonperforming — — — 219 29 2,016 — — 2,264 Total Residential real estate - First liens $ 28,53 2 $ 48,60 1 $ 86,19 7 $ 82,30 5 $ 35,99 1 $ 80,26 0 $ 11,58 3 $ — $ 373,4 69 Residential real estate - First liens Current period gross charge-offs — — — — — 4 — — 4 Residential real estate - Second liens and lines of credit Performing 2,643 940 985 349 61 1,666 68,93 7 650 76,23 1 Nonperforming — — — — — 294 188 — 482 Total Residential real estate - Second liens and lines of credit 2,643 940 985 349 61 1,960 69,12 5 650 76,71 3 Residential real estate - Second liens and lines of credit Current period gross charge-offs — — — — — 9 — — 9 Consumer and other Performing 2,610 4,433 1,863 113 52 67 7,900 — 17,03 8 Nonperforming — — — — — 48 — — 48 Total Consumer and other 2,610 4,433 1,863 113 52 115 7,900 — 17,08 6 Consumer and other Current period gross charge-offs — 6 4 6 1 18 150 — 185 Total Performing $ 33,78 5 $ 53,97 4 $ 89,04 5 $ 82,54 8 $ 36,07 5 $ 79,97 7 $ 88,42 0 $ 650 $ 464,4 74 Nonperforming — — — 219 29 2,358 188 — 2,794 Total $ 33,78 5 $ 53,97 4 $ 89,04 5 $ 82,76 7 $ 36,10 4 $ 82,33 5 $ 88,60 8 $ 650 $ 467,2 68
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86 Modifications to Borrowers Experiencing Financial Difficulty The Company may modify loans to borrowers experiencing financial difficulty by providing principal forgiveness, term extension, interest rate reduction or an other-than-insignificant payment delay. When principal forgiveness is provided, the amount of forgiveness is charged off against the allowance for credit losses. The Company may also provide multiple types of modifications on an individual loan. For the year ended December 31, 2025, the Company provided an interest rate reduction, payment delay, and term extension to an Owner Occupied Commercial Real Estate borrower experiencing financial difficulty. At December 31, 2025, the amortized cost basis of the loan was $633 and the borrower is performing in accordance with the modified terms. For the year ended December 31, 2025, the Company provided a payment delay to a Non Owner Occupied Commercial Real Estate borrower experiencing financial difficulty. At December 31, 2025, the amortized cost basis of the loan was $2,965 and the borrower is performing in accordance with the modified terms. During the year ended December 31, 2024, the Company provided a payment delay to a Non Owner Occupied Commercial Real Estate borrower experiencing financial difficulty. During the second quarter of 2025, this loan was sold to an outside investor. At December 31, 2025 and 2024, there were no unfunded commitments to borrowers with loan modifications. 5. PROPERTY, PLANT, AND EQUIPMENT Year-end premises and equipment owned and utilized in the operations of the Company were as follows: December 31, (In Thousands) 2025 2024 Land $ 2,334 $ 2,334 Buildings and improvements 9,815 11,629 Furniture, fixtures, and equipment 7,289 6,489 Leasehold Improvements 4,308 4,128 23,746 24,580 Accumulated Depreciation (7,789) (6,551) Total $ 15,957 $ 18,029 The above table does not include premises and equipment that had been classified as assets held for sale on the balance sheet. At December 31, 2025 and December 31, 2024, there was $0 and $2,108 in premises and equipment classified as assets held for sale, respectively. Depreciation expense was $1,648 and $1,892 for 2025 and 2024, respectively.
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87 6. LEASE COMMITMENTS The Company enters into leases in the normal course of business. The Company leases its administration and operations facility and 15 solutions centers under lease agreements with remaining terms ranging from less than one year to 15 years. Certain leases include renewal options to extend for up to seventeen years. Right-of-use assets and lease liabilities by lease type are as follows: (In Thousands) December 31, December 31, 2025 2024 Right-of-Use Asset Operating leases $ 15,225 $ 14,039 Finance leases — 874 Total Right-of-Use Asset $ 15,225 $ 14,913 Lease Liabilities Operating leases $ 15,564 $ 14,412 Finance leases — 1,254 Total lease liabilities $ 15,564 $ 15,666 The amounts included above are not inclusive of right-of-use asset and lease liabilities reclassified as held for sale as of December 31, 2025 and 2024. At December 31, 2025 and 2024, right-of-use assets included within assets held for sale were $0 and $231, respectively. At December 31, 2025 and 2024, lease liabilities included within liabilities held for sale were $0 and $223, respectively. The components of total lease cost were as follows. (In Thousands) December 31, December 31, 2025 2024 Finance lease cost Right-of-Use amortization $ 29 $ 88 Interest expense 11 34 Operating lease cost 2,457 2,334 Total lease cost $ 2,497 $ 2,456 The following table presents information associated with our obligations under leases for the years ended December 31, 2025 and 2024: 2025 2024 Finance lease weighted-average remaining term (years) $ — $ 9.92 Finance lease weighted-average discount rate 0.00% 2.59% Operating lease weighted-average remaining term (years) 8.15 9.01 Operating lease weighted-average discount rate 5.20% 4.47% The following table presents the undiscounted cash flows due related to operating and finance leases as of December 31, 2025:
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88 (In Thousands) Operating Lease 2026 $ 2,464 2027 2,420 2028 2,279 2029 2,287 2030 and thereafter 9,918 Total Undiscounted Cash Flows $ 19,368 Discount on Cash Flows (3,804) Total lease liabilities $ 15,564 7. GOODWILL AND INTANGIBLE ASSETS Goodwill The change in goodwill during the years ended December 31, 2025 and 2024 is as follows: 2025 2024 Beginning of year $ 58,806 $ 56,968 Acquired Goodwill — — Measurement period adjustment — 1,838 Impairment — — End of year $ 58,806 $ 58,806 Impairment exists when a reporting unit's carrying value of goodwill exceeds its fair value. At December 31, 2025, the Company's reporting unit had positive equity and the Company elected to perform a qualitative assessment to determine if it was more likely than not that the fair value of the reporting unit exceeded its carrying value, including goodwill. 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 of goodwill. Acquired Intangible Assets Acquired intangible assets were as follows at year-end: 2025 2024 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Core deposit intangibles $ 25,612 $ 10,291 $ 26,910 $ 6,061 Trade name intangibles 348 303 348 242 Total $ 25,960 $ 10,594 $ 27,258 $ 6,303 Aggregate amortization expense for the years ended December 31, 2025 and 2024 was $4,291 and $4,778, respectively. In connection with the New Jersey Branch Sale, core deposit intangibles of $1,298 were written off and included within the gain on sale within the Consolidated Statements of Operations. Expected aggregate annual amortization expense for the next five years assuming no new acquisitions or impairments is as follows: (In Thousands) 2026 $ 3,796 2027 3,271 2028 2,791 2029 2,312 2030 1,833 2031 and thereafter 1,363 $ 15,366
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8. DEPOSITS Deposit accounts are summarized as follows: December 31, 2025 December 31, 2024 (Dollars in Thousands) Amount % Amount % Demand, noninterest-bearing $ 603,728 23.63% $ 658,646 27.89% Demand, interest-bearing 658,523 25.78 525,173 22.25 Money market and savings 617,534 24.17 540,030 22.88 Time deposits, $250 and over 210,105 8.22 164,901 6.99 Time deposits, other 429,862 16.83 368,217 15.60 Brokered time deposits 35,000 1.37 103,615 4.39 $ 2,554,752 100.0% $ 2,360,582 100.0% The above table does not include deposits that were held for sale related to the New Jersey branch sale at December 31, 2024. The brokered time deposits outstanding at December 31, 2025 mature in March 2026. The scheduled maturities of time deposits, including brokered time deposits, are as follows: (In Thousands) December 31, 2025 One year or less $ 630,821 More than one year to two years 33,594 More than two years to three years 7,238 More than three years to four years 1,634 More than four years to five years 1,190 More than five years 490 Total $ 674,967 9. BORROWINGS AND SUBORDINATED DEBENTURES Other borrowings and subordinated debt was as follows: (in Thousands) December 31, 2025 December 31, 2024 Long-term borrowings $ 40,000 $ 40,000 Short-term borrowings 75,000 10,000 Note payable — 565 Subordinated debt 62,281 61,984 Total $ 177,281 $ 112,549 Subordinated Notes Sale - 2022 On April 8, 2022, LINKBANCORP entered into Subordinated Note Purchase Agreements (the "Agreements") with certain institutional accredited investors (the "Purchasers") and, pursuant to the Agreements, issued to the Purchasers $20.0 million in aggregate principal amount of its 4.50% Fixed-to-Floating Rate Subordinated Notes due 2032 (the "Notes"). The investors included related party entities that are controlled by a member of the Board of Directors of the Company, which purchased $7.0 million in principal amount of the note. During the year ended December 31, 2022, the Company contributed $15.0 million of the subordinated note proceeds to the Bank as equity capital, the impact of which can be seen within Note 16 Regulatory Capital Requirements later in this document. The Notes, which mature on April 15, 2032, bear interest at a fixed annual rate of 4.50% for the period up to but excluding April 15, 2027 (the "Fixed Interest Rate Period"). From April 15, 2027 until maturity or redemption (the "Floating Interest Rate Period"), the interest rate will adjust to a floating rate equal to a benchmark rate, which is expected to be the then-current three-month Secured Overnight Financing Rate (SOFR), plus 203 basis points. The Company will pay interest in arrears
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90 semi-annually during the Fixed Interest Rate Period and quarterly during the Floating Interest Rate Period. The Notes constitute unsecured and subordinated obligations of the Company and rank junior in right of payment to any senior indebtedness and obligations to general and secured creditors. Subject to limited exceptions, the Company cannot redeem the Notes before the fifth anniversary of the issuance date. The Notes are intended to qualify at the holding company level as Tier 2 capital under the capital guidelines of the Federal Reserve Board. The Agreements and Notes contain customary subordination provisions, representations and warranties, covenants, and events of default. Subordinated Notes - Gratz Merger As part of the Gratz Merger, the Company assumed Fixed-to-Floating Rate Subordinated Notes with a carrying value of $19,989. The notes (the "Merger Subordinated Notes") mature October 1, 2030 and initially bore interest at a fixed rate of 5.0% until October 1, 2025. Since October 1, 2025 to the stated maturity date or early redemption date, the interest rate resets semi-annually to an annual floating rate equal to the then-current three-month term Secured Overnight Financing Rate (SOFR) plus a spread of 475 basis points, but no less than 5.0%. The Company has had the ability to redeem the Subordinated Notes, in whole or in part, since October 1, 2025, plus accrued and unpaid interest. The Merger Subordinated Notes are also redeemable in whole or in part upon the occurrence of specific events defined within the indenture. The Gratz Merger Subordinated Notes are intended to qualify at the holding company level as Tier 2 capital under the capital guidelines of the Federal Reserve Board. Subordinated Notes - Partners Merger As part of the Partners Merger, the Company assumed Subordinated Notes with a total carrying value of $22,292 with one tranche having a face value of $4.5 million and the other with face value of $18.05 million. The first tranche that has a face value of $4.5 million bears interest at a fixed rate of 6.875%. These notes mature in April 2028. The second tranche that has a face value of $18.05 million bears interest at a fixed rate of 6.0% which began on June 25, 2022 to but excluding July 1, 2025, payable semi-annually in arrears. From and including July 1, 2025 to but excluding July 1, 2030, or up to an early redemption date, the interest rate shall reset quarterly to an interest rate per annum equal to the then current three-month SOFR plus 590 basis points, payable quarterly in arrears. Beginning on July 1, 2025 through maturity, the subordinated notes may be redeemed, at the Company’s option, on any scheduled interest payment date. The subordinated notes will mature on July 1, 2030. The subordinated notes are subject to customary representations, warranties and covenants made by the Company and the purchasers. The Gratz Merger Subordinated Notes are intended to qualify at the holding company level as Tier 2 capital under the capital guidelines of the Federal Reserve Board. Borrowings - FHLB The Company had $0 and $40,000 in long-term FHLB advances outstanding as of December 31, 2025 and 2024, respectively. At December 31, 2025 and 2024, the Company had $115,000 and $10,000 in FHLB advances outstanding, respectively. These advances have scheduled maturities less than a year. Our balance as of December 31, 2025 represents two tranches of FHLB borrowings. The first is a $40,000 borrowing that has a fixed rate of 4.827% and will mature on February 20, 2026. The second is for $75,000 borrowing maturing in January 2026 which is part of our interest rate swap, where the Company has committed to maintain either one-month FHLB advances from the FHLB or brokered deposits with a duration of one month through May of 2028. See Note 18 for more details on the interest rate swap. At December 31, 2025, the Company had remaining available capacity with FHLB, subject to certain collateral restrictions, of approximately $682.9 million. Available Lines of Credit The Bank has available unsecured lines of credit, with interest based on the daily Federal Funds rate, with seven correspondent banks totaling $77,000 million at December 31, 2025. There were no borrowings under these lines of credit at December 31, 2025 and 2024.
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91 10. EMPLOYEE BENEFITS Retirement Plan The Company maintains a 401(k) Plan for its eligible employees. The Plan allows employee contributions from their compensation as defined in the 401(k) Plan, subject to Internal Revenue Code limitations. Effective October 1, 2021, the Company matches 50 percent of the first 6 percent of the employee's contribution, and this match is immediately vested. Matching contributions to the 401(k) Plan recognized in Compensation expense for the years ended December 31, 2025 and 2024 was $731 and $693, respectively. Deferred Compensation Plans The Company has a deferred compensation plan for the benefit of members of the Board of Directors and certain officers. The plan provides all directors and certain officers with the ability to defer receipt of some or all of their director fees or salary and bonuses. The deferrals, along with accumulated earnings, are payable at retirement. The Bank has purchased life insurance policies that are actuarially designed to offset the annual expenses associated with the deferred compensation and the supplemental executive retirement plan (“SERP”). The Bank is the sole owner and beneficiary of all policies. The Bank accrues the estimated annual costs of the deferred amounts that will be payable at retirement. At December 31, 2025 and 2024, the accumulated liability was approximately $1,799 and $1,471, respectively. For the years ended December 31, 2025 and 2024, the Company recognized deferred compensation cost in noninterest expense of $330 and $183. Benefit payments amounted to $215 and $208 for the years ended December 31, 2025 and 2024, respectively. Supplemental Executive Retirement Plan The Company maintains a SERP for certain executives. At December 31, 2025 and 2024, the accumulated liability was $2,900 and $2,486, respectively, and is included in other liabilities on the accompanying Consolidated Balance Sheets. The expense for the years ended December 31, 2025 and 2024, was $560 and $634, respectively. Employee Stock Purchase Plan The Company maintains an employee stock purchase plan to provide employees of the Company an opportunity to purchase Company common stock. Eligible employees may purchase shares in an amount that does not exceed the lesser of the IRS limit of $25,000 or 10% of their annual salary at the lower of 95% of the fair market value of the shares on the semi-annual offering date, or related purchase date. The Company reserved 475,000 shares of its common stock to be issued under the employee stock purchase plan. As of December 31, 2025, in connection with the Burke & Herbert Merger, the employee stock purchase plan was frozen and no additional shares will be issued. 11. INCOME TAXES The provision for income taxes consists of: For the Year Ended December 31, (In Thousands) 2025 2024 Current tax expense Federal 7,213 716 State 555 140 Total Current tax expense 7,768 856 Deferred tax expense Federal 1,439 6,182 State (115) 348 Total Deferred tax expense 1324 6530 Total tax expense $ 9,092 $ 7,386 The Company does not have income from foreign sources and therefore does not have any foreign income tax.
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92 The tax effects of deductible and taxable temporary differences that gave rise to significant portions of the deferred tax assets and deferred tax liabilities, respectively, are as follows: (In Thousands) December 31,2025 December 31,2024 Deferred tax assets: Allowance for credit losses $ 7,923 $ 6,516 Deferred compensation 1,164 965 Net fair value adjustment on acquired net assets 5,924 8,550 Net unrealized loss on debt securities 636 1,577 Net operating loss carryforwards 970 2,652 Lease liability 3,608 3,659 Other 1,744 697 Total deferred tax assets $ 21,969 $ 24,616 Deferred tax liabilities: Premises and equipment $ (1,327) $ (1,701) Net unrealized gain on cash flow hedge — (347) Right of use asset (3,529) (3,488) Other (224) (214) Total deferred tax liabilities (5,080) (5,750) Net deferred tax asset $ 16,889 $ 18,866 The Company also has a $4,617 net operating loss carryforward at December 31, 2025 of which $701 will begin to expire in 2029. The remaining $3,916 of net operating loss carryforward does not expire. The Company had no valuation allowance against its deferred tax assets in view of the Company's ability to realize the net deferred tax assets against future anticipated taxable income. The reconciliation of the federal statutory rate and the Company's effective income tax rate is as follows: For the Year Ended December 31, 2025 2024 (In Thousands) Amount % of Pretax Income Amount % of Pretax Income U.S. Federal statutory income tax $ 8,947 21.0 % $ 7,055 21.0 % Effect of: Tax-exempt income, net of TEFRA disallowance (208) (0.5) (190) (0.6) State income taxes, net of federal income taxes 347 0.8 385 1.2 Bank-owned life insurance (372) (0.9) (343) (1.0) Non-deductible merger expenses 63 0.2 — — Other 315 0.7 479 1.4 Actual tax expense and effective rate $ 9,092 21.3 % $ 7,386 22.0 % The Company recognized no adjustment for uncertain tax positions or unrecognized income tax benefits for the years ended December 31, 2025 and 2024. The Company's policy is to recognize interest and penalties on unrecognized tax benefits in the provision for income tax expense in the consolidated statements of operation. The Company did not recognize any interest and penalties for the years ended December 31, 2025 and 2024. With few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax examinations by tax authorities for years before 2022.
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93 12. FAIR VALUE MEASUREMENTS Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in an estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts The Company could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective year-ends and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year-end. The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with the fair value measurements accounting guidance (FASB ASC 820, Fair Value Measurements), the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. The Company uses a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value guidance establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: The following disclosures show the hierarchical disclosure framework associated with the level of pricing observations utilized in measuring assets and liabilities at fair value. The three broad levels of pricing are as follows: Level I: Quoted prices are available in active markets for identical assets or liabilities as of the reported date. Level II: Pricing inputs are other than the quoted prices in active markets, which are either directly or indirectly observable as of the reported date. The nature of these assets and liabilities includes items for which quoted prices are available but traded less frequently and items that are fair-valued using other financial instruments, the parameters of which can be directly observed. Level III: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. This hierarchy requires the use of observable market data when available.
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94 The estimated fair values of the Company’s financial instruments that are not required to be measured or reported at fair value are as follows: At December 31, 2025 At December 31, 2024 (In Thousands) CarryingAmount FairValue CarryingAmount FairValue Financial assets: Cash and cash equivalents (Level 1) $ 52,293 $ 52,293 $ 166,100 $ 166,100 Securities held to maturity, net of allowance for credit losses (Level 2) 25,485 25,211 31,508 30,284 Loans, net of allowance for credit losses (Level 3) 2,525,055 2,555,966 2,229,314 2,231,057 Accrued interest receivable (Level 1) 10,838 10,838 9,870 9,870 Restricted investments in bank stock (Level 1) 7,735 7,735 5,209 5,209 Cash surrender value of life insurance (Level 1) 53,708 53,708 52,079 52,079 Financial liabilities: Non-maturity deposits (Level 1) 1,879,785 1,879,785 1,723,849 1,723,849 Time Deposits (Level 3) 674,967 674,821 636,733 634,875 Long-term borrowings (Level 3) 40,000 40,068 40,000 40,256 Short-term borrowings (Level 1) 75,000 75,000 10,000 10,000 Note payable (Level 3) — — 565 565 Subordinated Notes (Level 3) 62,281 61,766 61,984 60,251 Accrued interest payable (Level 1) 1,906 1,906 1,865 1,865 The following tables present the assets reported on the Consolidated Balance Sheet at their fair value on a recurring basis as of December 31, 2025 and 2024, by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s available-for-sale investment securities are reported at fair value. These securities are valued by an independent third party. The valuations are based on market data. They utilize evaluated pricing models that vary by asset and incorporate available trade, bid and other market information. For securities that do not trade on a daily basis, their evaluated pricing applications apply available information such as benchmarking and matrix pricing. The market inputs normally sought in the evaluation of securities include benchmark yields, reported trades, broker/dealer quotes (only obtained from market makers or broker/dealers recognized as market participants), issuer spreads, two-sided markets, benchmark securities, bid, offers and
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95 reference data. For certain securities additional inputs may be used or some market inputs may not be applicable. Inputs are prioritized differently on any given day based on market conditions. December 31, 2025 (In Thousands) Level I Level II Level III Total Assets: US Government Agency securities $ — $ 11,629 $ — $ 11,629 Obligations of state and political subdivisions — 47,514 — 47,514 Mortgage backed securities in government-sponsored entities — 203,049 — 203,049 Other securities — 428 — 428 Total $ — $ 262,620 $ — $ 262,620 Liabilities: Derivative $ — $ — $ 24 $ 24 December 31, 2024 (In Thousands) Level I Level II Level III Total Assets: US Government Agency Securities $ — $ 13,073 $ — $ 13,073 Obligations of state and political subdivisions — 47,201 — 47,201 Mortgage backed securities in government-sponsored entities — 84,783 — 84,783 Other securities — 533 — 533 Total $ — $ 145,590 $ — $ 145,590 Derivative $ — $ — $ 1,654 $ 1,654 For financial assets measured at fair value on a nonrecurring basis, the fair value measurements by level within the fair value hierarchy used as of December 31, 2025 and 2024 are presented in the table below. December 31, 2025 (In Thousands) Level I Level II Level III Total Loans individually evaluated $ — $ — $ 25,260 $ 25,260 December 31, 2024 (In Thousands) Level I Level II Level III Total Loans individually evaluated $ — $ — $ 21,519 $ 21,519 The following tables provide information describing the valuation processes used to determine nonrecurring fair value measurements categorized within Level III of the fair value hierarchy: December 31, 2025 Quantitative Information About Level III Fair Value Measurements (In Thousands) Fair Value ValuationTechniques UnobservableInput Range (WeightedAverage) Loans individually evaluated $ 25,260 Appraisal of collateral (1) Liquidation expenses 10% December 31, 2024 Quantitative Information About Level III Fair Value Measurements (In Thousands) Fair Value ValuationTechniques UnobservableInput Range (WeightedAverage) Loans individually evaluated $ 21,519 Appraisal of collateral (1) Liquidation expenses 10%
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96 (1) Fair value is generally determined through independent appraisals of the underlying collateral, which include various Level III inputs that are not identifiable. Appraisals may be adjusted by management for qualitative factors, such as economic conditions, aging, and/or estimated liquidation expenses incurred when selling the collateral. The range and weighted average of appraisal adjustments and liquidation expenses are presented as a percentage of the appraisal. 13. RELATED PARTY TRANSACTIONS Loans to principal officers, directors, and their affiliates during 2025 and 2024 were as follows: 2025 2024 Beginning balance $ 33,333 $ 40,749 New loans — 2,560 Effect of changes in composition of related parties (2,241) — Net repayments in existing accounts (373) (9,976) Ending balance $ 30,719 $ 33,333 Deposits from principal officers, directors, and their affiliates as of December 31, 2025 and 2024 were $56,266 and $64,441 respectively. Two companies owned by a Director of the Company invested in the subordinated debentures issued by the Company in 2022. Refer to Note 9 for further information.
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97 14. STOCK-BASED COMPENSATION As a result of the Merger, the Company assumed the LINKBANCORP, Inc. 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan authorized the issuance or delivery to participants of up to 450,000 shares of LINKBANCORP common stock pursuant to grants of incentive and non-statutory stock options. The Plan is administered by the members of LINKBANCORP’s Compensation Committee (the "Committee"). Unless the Committee specifies a different vesting schedule, awards under the Plan shall be granted with a vesting rate of 20 percent per year. Vesting may be accelerated under certain conditions or at the discretion of the Committee at any time. Employees and directors of LINKBANCORP or its subsidiaries were eligible to receive awards under the plan, except that nonemployees were not granted incentive stock options. Stock options are either “incentive” stock options or “nonqualified” stock options. Incentive stock options have certain tax advantages and must comply with the requirements of Section 422 of the Internal Revenue Code. The 2019 Plan was frozen such that no new awards would be granted under the 2019 Plan following receipt of shareholder approval of the LINKBANCORP, Inc. 2022 Equity Incentive Plan described within this footnote. On May 26, 2022, the Company's shareholders approved the LINKBANCORP, Inc. 2022 Equity Incentive Plan (the "2022 Plan"). The 2022 Plan authorizes the issuance or delivery to participants of up to 475,000 shares of the Company's common stock pursuant to grants of restricted stock, restricted stock units, stock options, and non-qualified stock options. The 2022 Plan is administered by the members of LINKBANCORP’s Compensation Committee (the "Committee"). At least 95% of the awards under the 2022 Plan will vest no earlier than one year after the grant date. On May 22, 2025, the Company's shareholders approved the LINKBANCORP, Inc. 2025 Equity Incentive Plan (the "2025 Plan"). The 2025 Plan authorizes the issuance or delivery to participants of up to 1,100,000 shares of the Company's common stock pursuant to grants of restricted stock, restricted stock units, stock options, including incentive stock options and non-qualified stock options. The 2025 Plan is administered by the Committee. At least 95% of the awards under the 2025 Plan will vest no earlier than one year after the grant date. The Company does not intend to issue further awards from the 2025 Plan. The table below provides details of the Company's stock options at December 31, 2025. Numberof Shares Weighted-AverageExercisePrice Weighted-AverageRemainingContractualTerm inYears AggregateIntrinsicValue(in ‘000s) Outstanding, December 31, 2024 591,791 $ 9.10 5.8 $ 142 Granted — — — — Expired/terminated (33,400) 10.01 — Exercised (11,077) 5.61 — Outstanding, December 31, 2025 547,314 $ 9.12 5.1 $ 224 Exercisable at period end 417,914 $ 9.62 4.3 $ 81 The exercise prices for options outstanding as of December 31, 2025 ranged from $6.08 to $12.00. The Company determined the expected life of the stock options using a simplified method approach allowed for plain-vanilla share options. The risk-free interest rate is based on the U.S. treasury yield curve in effect as of the grant date. Expected volatility was determined using the calculated value method of an option pricing model that substitutes the historical volatility of an appropriate industry/sector index for the expected volatility. December 31, 2024 Weighted average fair value of options granted $ 1.66 Dividend yield 4.60% Expected volatility 35.24% Risk-free interest rate 4.47% Expected life (in years) 6.1 Assumed forfeiture rate 0.00%
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98 The table below provides details of the Company's restricted stock activity at December 31, 2025. Numberof Shares Average Market Price at Grant Outstanding, December 31, 2024 393,083 $ 6.40 Restricted stock units granted 203,400 6.90 Expired/terminated (1,467) Vested (174,887) Outstanding, December 31, 2025 420,129 $ 6.66 Additional information related to the equity incentive plans during each year follows: December 31, 2025 2024 Stock-based compensation expense recognized $ 1,412 $ 988 Number of unvested stock options Restricted stock plan 420,129 393,083 Stock option plans 129,400 189,800 Fair value of unvested stock options Restricted stock plan $ 2,800 $ 2,518 Stock option plans $ 236 $ 193 Amount remaining to be recognized as expense Restricted stock plan $ 2,297 $ 2,246 Stock option plans $ 200 $ 161 The remaining amounts of $2,297 and $200 for restricted stock and options, respectively, will both be recognized ratably as expense through December 31, 2030.
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99 15. REGULATORY CAPITAL REQUIREMENTS The Bank is subject to various regulatory capital requirements administered by the Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking and Securities. Failure to meet minimum capital requirements can initiate certain mandatory, and possible additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off- balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors. The Bank is subject to regulatory capital requirements administered by banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements. As of December 31, 2025, the Bank has met all capital adequacy requirements to which it is subject. The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, under- capitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If an institution is adequately capitalized, regulatory approval is required before the institution may accept brokered deposits. If an institution is undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required. The capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of Common Equity Tier 1 capital to risk-weighted assets above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face limitations on dividends, stock repurchases and certain discretionary bonus payments to management based on the amount of the shortfall. Under Basel III rules, banks must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The required capital conservation buffer is 2.50%. The following tables present actual and required capital ratios as of December 31, 2025 and 2024 under the Basel III Capital Rules. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations: December 31, 2025 December 31, 2024 (Dollars in Thousands) Amount Ratio Amount Ratio Total capital (to risk-weighted assets) Actual $ 321,294 12.11% $ 282,736 11.55% For capital adequacy purposes 212,236 8.00 195,914 8.00 To be well capitalized 265,295 10.00 244,892 10.00 Tier 1 capital (to risk-weighted assets) Actual $ 291,166 10.98% $ 263,058 10.74% For capital adequacy purposes 159,177 6.00 146,935 6.00 To be well capitalized 212,236 8.00 195,914 8.00 Common equity (to risk-weighted assets) Actual $ 291,166 10.98% $ 263,058 10.74% For capital adequacy purposes 119,383 4.50 110,201 4.50 To be well capitalized 172,442 6.50 159,180 6.50 Tier 1 capital (to average assets) Actual $ 291,166 9.69% $ 263,058 9.49% For capital adequacy purposes 120,149 4.00 110,867 4.00 To be well capitalized 150,187 5.00 138,584 5.00 The federal banking agencies, including the FDIC, issued a rule pursuant to The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 to establish for institutions with assets of less than $10 billion a “community bank leverage ratio” (the ratio of a bank’s tier 1 capital to average total consolidated assets) of 9% that qualifying institutions may elect to use in lieu of the generally applicable leverage and risk-based capital requirements under Basel III. If an election to use the community bank leverage ratio capital framework is made, a qualifying bank with less than $10 billion in assets with capital
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100 exceeding the specified community bank leverage ratio is considered compliant with all applicable regulatory capital and leverage requirements, including the requirement to be “well capitalized.” As of December 31, 2025, the Bank had not elected to be subject to the alternative framework. Federal and state banking regulations place certain restrictions on dividends paid by the Bank. The Pennsylvania Banking Code provides that cash dividends may be declared and paid out of accumulated net earnings. In addition, dividends paid by the Bank would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum capital requirements. Loans or advances by the Bank to the Company are limited to 10 percent of the Bank’s capital stock and surplus and must have collateral securing the loans or advances. 16. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making and monitoring commitments and conditional obligations as it does for on-balance sheet instruments. As of December 31, 2025 and 2024, the Company has an allowance for credit losses for off-balance sheet instruments of $2,507 and $1,857, respectively, which is included in other liabilities section of the Consolidated Balance Sheets. At December 31, 2025 and 2024, the following financial instruments were outstanding whose contract amounts represent credit risk: (In Thousands) December 31,2025 December 31,2024 Unfunded commitments under lines of credit: Home equity loans $ 99,701 $ 97,677 Commercial real estate, construction, and land development 175,793 161,551 Commercial and industrial 318,945 353,078 Total $ 594,439 $ 612,306 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include personal or commercial real estate, accounts receivable, inventory, and equipment. 17. EARNINGS PER SHARE The following table sets forth the composition of earnings per share: Year Ended December 31, (In Thousands, except share and per share data) 2025 2024 Net income $ 33,511 $ 26,209 Basic weighted average common shares outstanding 37,173,548 36,990,672 Net effect of dilutive stock options and warrants 3,293 5,792 Net effect of dilutive restricted stock awards and units 138,803 109,150 Diluted weighted average common shares outstanding 37,315,644 37,105,614 Net income per common share: Basic $ 0.90 $ 0.71 Diluted $ 0.90 $ 0.71
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101 The following is a summary of securities that could potentially dilute basic earnings per common share in future periods that were included in the computation of diluted earnings per common share for the years ended December 31, 2025 and 2024. Year Ended December 31, 2025 2024 Stock Options 14,814 110,191 Warrants — — Restricted Stock Awards and Units 420,129 388,083 Total dilutive securities 434,943 498,274 The following is a summary of securities that could potentially dilute basic earnings per share in future periods that were not included in the computation of diluted earnings per share because to do so would have been anti-dilutive for the periods presented. Year Ended December 31, 2025 2024 Stock Options 532,500 481,600 Warrants 1,537,484 1,537,484 Restricted Stock Awards and Units — 5,000 Total anti-dilutive securities 2,069,984 2,024,084 18. DERIVATIVES During the second quarter of 2023 the Company entered into a pay fixed / received variable interest rate swap with a notional amount of $75,000 which has a fixed rate of 3.28%, a maturity of five years and is designated against either a mix of one-month FHLB advances or brokered certificates of deposit. The Company will utilize, from time to time, interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swaps does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. At December 31, 2025, the derivative contract is used to hedge the variable cash flows associated with monthly brokered deposits. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in Accumulated Other Comprehensive Income (loss) and subsequently reclassified into interest expense in the same period(s) during which the hedged transaction affects earnings. Amounts reported in Accumulated Other Comprehensive Income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The amounts reclassified to interest expense were $734 for the year ended December 31, 2025. Over the next 12 months, the Company estimates that an additional $75 will be reclassified as a reduction to interest expense. The Company recorded $24 within other liabilities on the Consolidated Balance Sheets as of December 31, 2025 and $1,654 within other assets on the Consolidated Balance Sheets as of December 31, 2024. 19. CONCENTRATION OF CREDIT RISK The Company grants commercial, residential and consumer loans to customers primarily located in the South Central and Greater Delaware Valley of Pennsylvania, northern Virginia, eastern Maryland, and Delaware. The concentration of credit by type of collateral is set forth in Note 3. The debtors’ ability to honor their contracts is influenced by the region’s economy. There are numerous risks associated with commercial loans that could impact the borrower’s ability to repay on a timely basis. They include but are not limited to, the owner’s business expertise, changes in local economies, competition, government regulation, and the general financial stability of the borrowing entity. The Company attempts to mitigate these risks by making an analysis of the borrower’s business and industry history, its financial position, as well as that of the business owner. The Company will also require the borrower to provide financial information on the operations of the business periodically over the life of the loan. In addition, most commercial loans are
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102 secured by assets of the business or those of the business owner, which can be liquidated if the borrower defaults, along with the personal surety of the business owner. From time to time, the Company will maintain balances with its correspondent banks that exceed the $250,000 federally insured deposit limits. Management routinely evaluates the credit worthiness of these correspondent banks and does not feel they pose significant risk to the Company. 20. REVENUE RECOGNITION All of the Company's revenue within the scope of Accounting Standards Codification (ASC) 606 is recognized within Non-Interest Income on the Consolidated Statements of Operations. ASC 606 is applicable to certain non-interest income streams, which are discussed below. Service Charges and Activity Fees on Deposits Service charges on deposit accounts consist of monthly ATM Income, Wire Transfer Fees, Non-Sufficient Funds Charges, paper statement fees, and other deposit related fees. The Company’s performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and, therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts. The Company’s performance obligation for wire transfers and returned deposit fees, are largely satisfied, and related revenue recognized, when the services are rendered or upon completion. Payment is typically received immediately or in the following month. Fees on loan related activity Fees from loan related activity is comprised mostly of upfront fees recognized on Assumable Rate Conversion Agreements, where Bank originates a floating rate loan. The borrower concurrently signs an addendum to the promissory note with a third party permitting the borrower to pay a fixed rate of interest. The Bank through a master servicing agreement services the Assumable Rate Conversion between the third party and borrower. Other Other fees are primarily comprised of Remote/Mobile Deposit Fees and other service charges. Other noninterest income consists primarily of other nonrecurring revenue which is not recorded in the categories listed above. This revenue is miscellaneous in nature and is recognized as income upon receipt. The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the years ended December 31, 2025 and 2024. For the Year Ended December 31, 2025 2024 Non-interest income in-scope of Topic 606 Service charges and activity fees on deposits $ 4,955 $ 4,518 Fees on loan related activity 2,539 1,854 Other 145 361 Non-interest income (in-scope of Topic 606) 7,639 6,733 Non-interest income (out-of-scope of Topic 606) 14,276 2,129 Total non-interest income $ 21,915 $ 8,862
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103 21. PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION Condensed financial information of LINKBANCORP follows: Balance Sheets December 31, 2025 2024 (In thousands) ASSETS Noninterest-bearing cash equivalents $ 829 $ 376 Investment in subsidiaries 358,943 334,381 Other Assets 9,175 8,197 TOTAL ASSETS $ 368,947 $ 342,954 LIABILITIES AND SHAREHOLDERS' EQUITY Subordinated debt $ 62,281 $ 61,984 Other liabilities 234 749 Shareholders' equity 306,432 280,221 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 368,947 $ 342,954 Condensed Statements of Operations and Comprehensive Income Years Ended December 31, 2025 2024 (in thousands) Income: Interest income $ — $ — Dividend income from subsidiaries 17,500 3,900 Other income 28 86 Expenses: Interest expense 4,219 3,869 Other noninterest expenses 2,425 1,245 Income before income tax 10,884 (1,128) Income tax benefit (1,413) (1,056) 12,297 (72) Equity in undistributed subsidiary income 21,214 26,281 Net income $ 33,511 $ 26,209 Comprehensive Income $ 35,728 $ 24,873
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104 Condensed Statements of Cash Flows Years Ended December 31, 2025 2024 (in thousands) OPERATING ACTIVITIES Net income $ 33,511 $ 26,209 Adjustments: Earnings of subsidiaries (38,714) (30,181) Accretion (amortization) of premiums and discounts 297 540 Share-based and deferred compensation 173 85 Other, net (1,444) (1,786) Net cash used in operating activities (6,177) (5,133) INVESTING ACTIVITIES Cash dividends from subsidiaries 17,500 3,900 Net cash provided by investing activities 17,500 3,900 FINANCING ACTIVITIES Proceeds from issuance of common stock, net 209 153 Issuance of shares from exercise of stock options 79 14 Dividends paid (11,158) (11,105) Net cash used in financing activities (10,870) (10,938) Increase (decrease) in cash and cash equivalents 453 (12,171) Cash and cash equivalents at the beginning of the period 376 12,547 Cash and cash equivalents at the end of the period $ 829 $ 376 22. SEGMENT INFORMATION The Company's reportable segment is determined by the Chief Executive Officer who is the designated chief operating decision maker, based upon information about the Company's banking products and services offered. The segment is also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review performance of various components of the business, such as branches and products offered, which are then aggregated if operating performance, products and services, and customers are similar. The chief operating decision maker will evaluate the financial performance of the Company's business components by evaluating revenue streams, significant expenses, and budget to actual results in assessing the Company's reportable segment and in the determination of allocating resources. The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and return on assets. The chief operating decision maker uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with the monitoring of budget to actual results are used in assessment performance and in establishing compensation. Interest income on loans and investments primarily provide the revenues in the banking segment. Interest expense on deposits and borrowings, provisions for credit losses, and payroll provide significant expenses in the banking operation. Accounting policies for segments are the same as those described in Note 1. Segment performance is evaluated using consolidated net income. Information reported internally for performance assessment by the chief operating decision maker follows, inclusive of reconciliations of segment totals to the financial statements.
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105 For the Year Ended December 31, (In thousands) 2025 2024 Interest Income $ 164,589 $ 158,724 Reconciliation of revenue Other revenues 21,915 8,862 Total consolidated revenues $ 186,504 $ 167,586 Interest Expense 60,299 58,830 Segment net interest income and noninterest income $ 126,205 $ 108,756 Provision for credit losses 8,169 257 Salaries and employee benefits 43,144 41,061 Other Expenses 41,381 41,229 Consolidated net income $ 33,511 $ 26,209 Other segment disclosures Gain on sale of branches $ 11,093 $ — Interest income $ 164,589 $ 158,724 Interest expense $ 60,299 $ 58,830 Depreciation $ 1,648 $ 1,892 Amortization of intangible assets $ 4,291 $ 4,778 Other significant noncash items: Provision for credit losses $ 8,169 $ 257
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106 23. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The Company's sources of comprehensive income come from variability in the fair value of available-for-sale investment securities and fluctuations in the fair value of the Company's cash flow hedge. The following is changes in accumulated other comprehensive income (loss) by component, net of tax, for the years ended December 31, 2025 and 2024: December 31, 2025 Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Total Beginning balance $ 1,307 $ (5,852) $ (4,545) Other comprehensive income before reclassification (1,906) 3,543 1,637 Amounts reclassified from accumulated other comprehensive income 580 — 580 Net current period other comprehensive income (1,326) 3,543 2,217 Ending balance $ (19) $ (2,309) $ (2,328) December 31, 2024 Gains and Losses on Cash Flow Hedges Unrealized Gains and Losses on Available-for-Sale Securities Total Beginning balance $ 566 $ (3,775) $ (3,209) Other comprehensive income before reclassification (382) (2,074) (2,456) Amounts reclassified from accumulated other comprehensive income 1,123 (3) 1,120 Net current period other comprehensive income 741 (2,077) (1,336) Ending balance $ 1,307 $ (5,852) $ (4,545) Amounts showing change in balances are shown net of tax at the Company's 21% statutory rate for 2025 and 2024. The following is significant amounts reclassified out of each component of accumulated other comprehensive income (loss) for the year ended December 31, 2025: Details About Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line in the Consolidated Statement of Operations Gains and losses on cash flow hedges Interest rate contracts Total before tax $ 734 Interest expense Tax effect (154) Income tax expense (benefit) Net of tax $ 580 Unrealized gains and losses on available-for-sale securities Realized gains on securities available-for-sale securities $ — Net realized gains on the sales of debt securities Tax effect — Income tax expense (benefit) Net of tax $ — Total Reclassification for the period, net of tax $ 580
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107 The following is significant amounts reclassified out of each component of accumulated other comprehensive income (loss) for the year ended December 31, 2024: Details About Accumulated Other Comprehensive Income Components Amount Reclassified from Accumulated Other Comprehensive Income Affected Line in the Consolidated Statement of Operations Gains and losses on cash flow hedges Interest rate contracts Total before tax $ 1,422 Interest expense Tax effect (299) Income tax expense (benefit) Net of tax $ 1,123 Unrealized gains and losses on available- for-sale securities Realized losses on securities available- for-sale securities $ (4) Net realized gains on the sales of debt securities Credit loss expense — Total before tax (4) Tax effect 1 Income tax expense Net of tax $ (3) Total Reclassification for the period, net of tax $ 1,120
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108 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.
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109 Item 9A. Controls and Procedures. Evaluation of disclosure controls and procedures. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed or submitted pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed by the Company in its Exchange Act reports is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of its management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e) and 15d-15(e) as of December 31, 2025. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of such date. Management's report on internal control over financial reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) of the Exchange Act. The Company’s internal control system is a process designed to provide reasonable assurance to the Company’s management, Board of Directors and shareholders regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management and the 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 our financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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. As part of the Company’s program to comply with Section 404 of the Sarbanes-Oxley Act of 2002, our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 (the “Assessment”). In making this Assessment, management used the control criteria framework of the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission published in its report entitled Internal Control - Integrated Framework (2013). Management’s Assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its Assessment with the Audit Committee. Based on this Assessment, management determined that, as of December 31, 2025, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Changes in Internal Control Over Financial Reporting There has been no change in the Company’s internal control over financial reporting during the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. This Annual Report does not include an attestation report of the independent registered public accounting firm because LINKBANCORP, Inc. is an emerging growth company. Item 9B. Other Information. During the fourth quarter of 2025, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable
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110 PART III Item 10. Directors, Executive Officers and Corporate Governance. The Company’s Board of Directors is comprised of 11 members. The Company’s Bylaws provide that all directors are elected annually each for a one-year term and until their respective successors have been elected and qualified. The table below sets forth certain information regarding the directors and executive officers who are not directors, including the terms of office of board members. Name Position(s) Held Withthe Company Age DirectorSince TermExpires DIRECTORS Andrew Samuel Chief Executive Officer and Director 63 2018 2026 Michael W. Clarke Director 64 2023 2026 Anson Flake Director 59 2019 2026 Kenneth R. Lehman Director 67 2023 2026 George Parmer Chairman of the Board 86 2018 2026 Debra Pierson Director 58 2018 2026 Diane Poillon Director 56 2019 2026 William E. Pommerening Director 67 2018 2026 Joseph C. Michetti, Jr. Director 71 2021 2026 Kristen Snyder Director 41 2021 2026 Robert C. Wheatley Director 69 2023 2026 EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Carl Lundblad President 55 N/A N/A Brent Smith Executive Vice President, President of LINKBANK 43 N/A N/A Tiffanie Horton Chief Credit Officer 44 N/A N/A Kristofer Paul Chief Financial Officer 45 N/A N/A Deirdre Bonora Chief Operations and Technology Officer 53 N/A N/A Catherine Eisel Chief Risk Officer 33 N/A N/A (1) As of February 27, 2026. Biographies The biographies of each Director and executive officer are set forth below. Mr. Parmer is a director of Amesite Inc. (NASDAQ: AMST). Otherwise, none of the Company directors are directors of any other publicly-traded company. Directors Andrew Samuel, Chief Executive Officer: Mr. Samuel has served as the Company’s and LINKBANK’s Chief Executive Officer and director since their inception in 2018. Prior to the merger with GNB Financial Services, Inc. (“GNB”), Mr. Samuel served as Chairman of the Company. Prior to his service with the Company, Mr. Samuel served as President and Chief Executive Officer of Sunshine Bancorp, Inc. (NASDAQ: SBPC) and Sunshine Bank since October 2014 through its acquisition in January 2018. He served as a director and President of Susquehanna Bancshares, Inc. (NASDAQ: SUSQ) and President and Chief Executive Officer and Chairman of the board of directors of Susquehanna Bank from February 2012 to October 2014. Prior to joining Susquehanna and, beginning in 2005, Mr. Samuel served as Chairman, Chief Executive Officer and President of Tower Bancorp, Inc. (NASDAQ: TOBC) and Graystone Bank, a de novo bank he co-founded in 2005 that grew to approximately $2.7 billion in assets at the time of the sale to Susquehanna Bancshares, Inc. Mr. Samuel has served in various executive and other positions at other financial institutions dating back to 1984, including Waypoint Financial Corp., Sovereign Bank, Fulton Bank, and Commonwealth National Banks/Mellon. Mr. Samuel’s leadership experience and vast knowledge of the banking industry led to his nomination to the board. Michael W. Clarke, Director: Mr. Clarke has been a director of the Company since the consummation of the merger with Partners in November 2023 and prior to that served as a director of Partners and Virgina Partners Bank since February 2021 and January 2021, respectively. Mr. Clarke brings over 39 years of experience in all aspects of commercial banking, corporate finance and capital management formation. Mr. Clarke is a senior portfolio advisor at FJ Capital Management assisting in the evaluation and management of investments in the U.S. financial services industry. Mr. Clarke represents FJ Capital and his own interests in service as a director of the Georgia Banking Company based in Atlanta, Georgia since February 2021. Mr. Clarke also serves as a manager of the Graystone Investment Fund, an entity focused on the development and operation of multi-family real estate located in proximity to “Power 5 Conference” Universities in the South East. Mr. Clarke served as a director of Atlantic Union Bankshares Corporation (Risk (1)
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111 Management Committee) and Access National Corporation, including their banking subsidiaries, each of which was registered under Section 12 of the Exchange Act. Previously, Mr. Clarke served as President, Chief Executive Officer and a director of Access National Corporation from its formation in 2002 until being acquired by Atlantic Union Bankshares Corporation in February 2019. Prior to being the principal organizer of Access National Bank, Mr. Clarke had a long career in banking. Mr. Clarke graduated from Virginia Tech with a B.S. degree in finance and marketing. Mr. Clarke is actively involved in the community, including: Virginia Tech Foundation (Audit Chair); Virginia Bankers Association; Business Finance Group (an SBA Certified Development Company); and the Greater Reston Chamber of Commerce. Mr. Clarke’s qualifications to serve on the Company’s board include his extensive executive and directorial experience in community banks, his administrative and leadership qualities, and his knowledge of and contacts in the communities in which the Company operates, particularly the Greater Washington and Northern Virginia markets. George Parmer, Director: Mr. Parmer is the Founder, President and Chief Executive Officer of Fine Line Homes, a family-owned company that started building homes in 1972. Mr. Parmer is also the President and Chief Executive Officer of Residential Warranty Company, a leading provider of insured new home warranties to the building industry. He previously served as an independent director of Sunshine Bank and Sunshine Bancorp, Inc. (NASDAQ: SBPC) from 2014 until its sale in 2018. In addition to his business venues, Mr. Parmer was a licensed public accountant, a member of the National Association of Accountants and is a member of the National Association of Home Builders. Mr. Parmer is a director of Amesite Inc (NASDAQ: AMST), a software company, partnering with educational institutions and businesses to improve learning with AI-driven technology. Mr. Parmer provides the board of directors with an in-depth knowledge of real estate and finance which led to his nomination to the board. William Pommerening, Director: Mr. Pommerening is the chief executive officer and managing director of RP Financial, LC. He has provided consulting, valuation, merger and acquisition advisory and planning services to the financial services industry since 1983. He has previously served as a director of Sunshine Bancorp, Inc. (NASDAQ: SBPC) and Sunshine Bank from 2014 until 2018 and of Tower Bancorp, Inc. (NASDAQ: TOBC) from 2009 until its acquisition by Susquehanna Bancshares, Inc. in 2012. Mr. Pommerening’s vast experience with the financial services industry led to his nomination to the board. Debra Pierson, Director: Ms. Pierson is the President and Chief Executive Officer of Pierson Computing Connection, which she founded in 1993, specializing in providing technology solutions to state, local and education customers throughout the East Coast. She is a certified Project Management Professional (PMP). Ms. Pierson serves on the national board of directors of the Alzheimer’s Association. Ms. Pierson’s expertise in technology and business led to her nomination to the board. Anson Flake, Director: Mr. Flake is the founder and CEO of TEAM Aurelius, a venture focused on health and human performance. He previously co-founded a sports medicine and healthcare manufacturing company, HydroWorx International, Inc. in 1993, serving as Chief Executive Officer from 1997 through 2016, when HydroWorx was acquired by a private equity firm. Mr. Flake received his Juris Doctor (J.D.) from Washburn University School of Law. He teaches entrepreneurship at Trinity High School (Camp Hill, Pa.) and is a founding board member of Harrisburg University’s Center of Innovation and Entrepreneurship. Mr. Flake’s entrepreneurial expertise, legal background and commitment to the local communities led to his selection to the board. Diane Poillon, Director: Ms. Poillon is President and Chief Executive Officer of Willow Valley Associates. She has 30 years of experience in the hospitality and real estate business at Willow Valley in roles including Chief Operating Officer, Executive Vice President of Focus Service Hotels, Director of Learning and Development, Director of Safety and Manager of Family Restaurant. Ms. Poillon is an active community leader in Central Pennsylvania, including positions on the boards of the Lancaster General Health Foundation, Lancaster Chamber of Commerce & Industry and Water Street Mission. Ms. Poillon’s real estate and business expertise and community leadership led to her nomination as a director. Kenneth R. Lehman, Director: Mr. Lehman has been a director of the Company since the consummation of the merger with Partners in November 2023 and prior to that served as a director of Partners and The Bank of Delmarva since 2014 and served as a director of Virginia Partners Bank since 2016. He is a private investor and former banking and securities attorney. Since 2016, Mr. Lehman has served as a director of several banks and bank holding companies, including three companies registered under Section 12 of the Exchange Act: Four Oaks Fincorp where he served as a director from 2014 through November 2017, First Capital Bancorp, Inc., where he served as a director from 2012 through January 2016, and Village Bank and Trust Financial Corp., where he served as a director from June 2016 to May 2018. In addition to his service as a director of the Company and LINKBANK, Mr. Lehman currently serves as a director of Marine Bancorp of Florida and its wholly-owned subsidiary Marine Bank and Trust Company, Vero Beach, Florida, BankFLORIDA Bancorp and BankFLORIDA, Dade City, Florida, and Locality Bank, Ft. Lauderdale, Florida. Mr. Lehman’s extensive experience as a director of financial institutions and as an advisor to financial institutions led to his selection to the board. Joseph C. Michetti, Jr., Director: Mr. Michetti has been the Chairman of the Board of Directors of the Company since the consummation of the merger with GNB in September 2021 and prior to that, was a director of GNB and Gratz Bank since 2007 and served as Chairman of the GNB Board of Directors. He has been a licensed attorney since 1979 and is currently a partner in the law firm of Diehl, Dluge, Michetti & Michetti. Mr. Michetti’s legal and business experience led to his selection to the board.
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112 Kristen Snyder, Director: Ms. Snyder has been a director of the Company since the consummation of the merger with GNB in September 2021 and prior to that, was a director of GNB and Gratz Bank since 2018. Ms. Snyder is a principal of Koppy’s Propane, Inc., overseeing Operations, Finance, Safety and Human Resources. Prior to that, she served as Senior Analyst for JPMorgan Chase & Co. from 2007 to 2010. Ms. Snyder’s business and finance experience led to her selection to the board. Robert C. Wheatley, Director: Mr. Wheatley has been a director of the Company since the consummation of the merger with Partners in November 2023 and prior to that served as a director of Partners and The Bank of Delmarva since 1998. Mr. Wheatley has been the managing member and owner of The Whayland Group LLC, a real estate project management and consulting firm since 2009, and was President and owner of The Whayland Company, Inc., a commercial construction company from 1993 to 2013. He serves on the Sussex County Planning and Zoning Commission, the Delaware Association of Professional Engineers, the Laurel Development Corp., Delaware Economic and Environmental Development Commission and other public and private economic development initiatives. A graduate of Salisbury University, he is also an associate real estate broker with Keller Williams Realty, Inc. since 2016. Mr. Wheatley’s service on the Board is supported by his extensive knowledge of commercial real estate and real estate development matters in Delmarva, along with his knowledge of and contacts in the Delmarva communities. Executive Officers Who Are Not Directors Carl Lundblad, President: Mr. Lundblad has served as the Company’s President since 2019. He was also the Chief Risk Officer from 2019 until May 2024. Mr. Lundblad has more than 25 years of strategic, legal and operational leadership experience in the financial services industry, including as Executive Vice President and Chief Legal and Administrative Officer of Susquehanna Bancshares, Inc. (NASDAQ: SUSQ) from 2012 to 2015, up to and including the successful acquisition of Susquehanna by BB&T Corporation (now Truist Financial Corporation). Prior thereto, he served as Executive Vice President and General Counsel of Graystone Bank and Tower Bancorp, Inc. (NASDAQ: TOBC) from 2007 to 2012. Previously, he was a partner and manager of the Banking & Securities practice at the law firm of Rhoads & Sinon LLP. From 2016 to 2019, Mr. Lundblad served as Chief Executive Officer of Ten Thousand Villages, a nonprofit fair-trade retail and wholesale organization. Brent Smith, Executive Vice President and President of LINKBANK: Mr. Smith served as the President and a Director of LINKBANK as well as Executive Vice President of the Company since their inception in 2018. Prior thereto, Mr. Smith most recently served as Sunshine Bank’s Senior Vice President, Corporate Development since 2014. Prior to joining Sunshine Bank, he was vice president and director of brokerage services at Susquehanna Bank from 2012 to 2014. He joined Susquehanna after the acquisition of Tower Bancorp, Inc. where he had served as Vice President and Director of Investor Relations from 2009 to 2012. Kristofer Paul, Chief Financial Officer: Mr. Paul has served as the Company’s Chief Financial Officer since February 2021. Prior thereto, Mr. Paul most recently served as Vice President and Controller of Hersha Hospitality Trust (NYSE: HT) since 2016, where he oversaw the financial reporting and accounting functions. He has significant experience in the financial services industry having served as Senior Vice President and Controller of Orrstown Bank from 2012 to 2016 and as Chief Accounting Officer of Tower Bancorp, Inc. (NASDAQ: TOBC) from 2008 to 2012, joining from KPMG LLP where he supported public and private companies in multiple industries from 2002 to 2008. Tiffanie Horton, Chief Credit Officer: Ms. Horton has served as the Company’s Chief Credit Officer since its inception in 2018. Prior thereto, Ms. Horton served as Vice President, Credit Administration at Sunshine Bank since 2015. From 2009 to 2015, Ms. Horton was Vice President, Regional Credit Officer II at Graystone Bank and its successor, Susquehanna Bank. Ms. Horton also worked at Sovereign Bank as a Commercial Portfolio Manager II between 2007 and 2009 and as a Financial Analyst at Waypoint Bank (acquired by Sovereign) between 2003 and 2005. Deidre Bonora, Chief Operations and Technology Officer: Ms. Bonora joined LINKBANK as Chief Technology Officer in December 2022 before transitioning into the role of Chief Operations and Technology Officer in May 2023. With technology and software engineering experience within banking and other industries, she brings a wealth of knowledge to the Company. Prior to her role at LINKBANK, she worked as Chief Information Officer at Orrstown Bank from 2018 to 2022. She earned a Bachelor of Science in Business Administration degree in Business Information Systems from Shippensburg University. Ms. Bonora currently serves on the Harrisburg University IT Board of Advisors and actively supports Women in STEM and girls in STEM programs. Catherine Eisel, Chief Risk Officer: Ms. Eisel joined the Company in February 2024 and has served as Chief Risk Officer of the Company since May 2024. She brings risk management expertise and training and development background to the Company. Previously, Ms. Eisel held various roles at the Federal Deposit Insurance Corporation, including financial institution examiner, senior bank examination training specialist, and supervisory training administrator. She earned a Bachelor of Arts in Economics and Business from Cornell College (Mount Vernon, IA). Ms. Eisel is a commissioned risk management examiner.
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Delinquent Section 16(a) Reports Our executive officers and directors and beneficial owners of greater than 10% of the outstanding shares of common stock are required to file reports with the SEC disclosing beneficial ownership and changes in beneficial ownership of our common stock. SEC rules require disclosure if an executive officer, director or 10% beneficial owner fails to file these reports on a timely basis. The Company during the year ended December 31, 2025 believes all filing requirements under Section 16(a) applicable to its directors and executive officers were met in a timely manner, except for the following transactions: Andrew Samuel, director and executive officer, one (1) late report with one (1) late transaction; Kristofer Paul, executive officer, one (1) late report with one (1) late transaction; Tiffanie Horton, executive officer, one (1) late report with one (1) late transaction; and Deidre Bonora, executive officer, one (1) late report with one (1) late transaction. Code of Ethics The Company has adopted a Code of Ethics that is applicable to its senior financial officers, including the principal executive officer, principal financial officer, principal accounting officer and all officers performing similar functions. The Company has posted this Code of Ethics on its Investor Relations website at https://ir.linkbancorp.com under “Governance Documents.” Amendments to and waivers from the Code of Ethics will also be disclosed on the Company’s website. Audit Committee The Audit Committee is comprised of Directors Snyder (Chair), Clarke, and Poillon, each of whom is “independent” in accordance with applicable Securities and Exchange Commission rules and Nasdaq listing rules. The Audit Committee also serves as the audit committee of the board of directors of LINKBANK. The Board of Directors has determined that Director Clarke qualifies as an “audit committee financial expert” as defined under applicable Securities and Exchange Commission rules. In addition, each Audit Committee member has the ability to analyze and evaluate the Company’s financial statements as well as an understanding of the Audit Committee’s functions. The Audit Committee reviews the financial records and affairs of the Company and monitors adherence in accounting and financial reporting to accounting principles generally accepted in the United States of America. The Audit Committee of the Company met eight times during the year ended December 31, 2025. The Company has posted the Audit Committee Charter on its Investor Relations website at https://ir.linkbancorp.com under “Governance Documents.” Item 11. Executive Compensation. Executive Officer Compensation The Company’s executive compensation program is comprised of the following: • Competitive base salaries, targeted at the market median, but with flexibility to recognize each executive’s individual role, responsibilities, experience and performance. • Short term cash incentives which focus our executives on critical annual goals and objectives aligned with our strategic plan. • Long-term equity incentives that align our executives’ interests with our shareholders, reward stock price appreciation and provide a means for retaining top performers. • Competitive benefits that are designed to allow us to attract and retain key executives. Summary Compensation Table. The following table sets forth information concerning the compensation of Andrew Samuel, the principal executive officer, and the other two most highly compensated executive officers during the fiscal year ended December 31, 2025. Each individual listed in the table below is referred to as a named executive officer. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Non-Equity Incentive Plan Compensation ($) All Other Compensation ($) Total ($) Andrew Samuel 2025 875,000 157,500 172,250 908,250 18,842 2,131,842 Chief Executive Officer 2024 750,000 — 105,280 375,000 20,766 1,251,046 Carl Lundblad 2025 480,000 100,000 103,350 298,944 61,432 1,043,726 President 2024 400,000 — 65,800 160,000 54,544 680,344 Brent Smith 2025 390,000 63,000 68,900 242,892 56,462 821,254 Executive Vice President, President of LINKBANK 2024 350,000 — 52,640 140,000 51,859 594,499 (1) In accordance with FASB ASC Topic 718, the reported amount is the grant date fair value. The assumptions used in the calculation of the amount shown is included in footnote 15 to the Company’s audited financial statements included herein. (1) (2)
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114 (2) The amounts in this column include the following elements of compensation for 2025: Name Year 401(k) Match ($) Deferred Compensation Plan ($) Life Insurance ($) Country Club Dues ($) Vehicle Related ($) Total ($) Andrew Samuel 2025 10,500 — 1,452 5,100 1,790 18,842 Carl Lundblad 2025 10,500 48,000 1,166 — 1,766 61,432 Brent Smith 2025 10,244 39,000 348 5,100 1,770 56,462 (a) These amounts are for use of a company vehicle. Cash Bonus Awards. In March 2025, in recognition of efforts related to the successful completion of the sale of the Company’s banking operations and branches in New Jersey, resulting in an after-tax gain, net of transaction costs of $8.7 million, the Board of Directors awarded discretionary cash bonuses to executive officers, including the awards to the named executive officers as set forth in the above table. Short-Term Cash Incentive Plan. On February 27, 2025, the Company established the annual performance goals under the LINKBANCORP, Inc. Executive Incentive Plan (the “Incentive Plan”) for the 2025 plan year. Messrs. Samuel, Lundblad and Smith were participants in the Incentive Plan in 2025. The Incentive Plan is based on overall level of achievement of pre-defined performance goals. These goals and the weight applied to each goal are determined by the Compensation Committee at the beginning of each year and may change from year to year. The performance goals may be based on measures such as return on assets, return on equity, earnings per share or net income, credit quality metrics, and additional strategic objectives appropriate for the plan year. Each goal has quantifiable objectives consisting of threshold, target, and maximum levels of achievement. The award opportunities are calculated as a percentage of the participant’s base salary. The goals are established by the Compensation Committee, with input from the Chief Executive Officer. The Incentive Plan provides that if a performance goal is satisfied as a result of inappropriate risk, that performance factor will be deemed to not have been met for purposes of quantifying payments under the Incentive Plan. The Company’s Board of Directors also has the discretion to reduce incentive payments under the Incentive Plan, on an individual or group basis, by as much as 100% if it is determined that excessive risk has been taken. For the 2025 plan year, the Compensation Committee established goals and weightings for determining annual incentive awards payable to the eligible named executive officers for the following: Net Income (30%), Credit Quality (Non-Performing Assets/Total Assets) (20%), Deposit Growth (20%), Strategic Projects (20%) and Fee Income Growth (10%). The Net Income, Credit Quality, Deposit Growth and Fee Income Growth factors are evaluated against quantifiable threshold, target and maximum levels of achievement. The Strategic Projects factor is determined by the Board of Directors on recommendation by the Compensation Committee based on management’s achievement of the initiatives and goals outlined. The potential payout level range (as a percentage of base salary) was up to 50% to 150% for the Chief Executive Officer and up to 40% to 90% for the Company President and the Bank President. In evaluating the level of achievement for the established objectives for 2025 the Compensation Committee and the Board of Directors noted the following performance for each of the established goals under the Incentive Plan: • Net Income. The Company recognized core net income for 2025 of $26.5 million, compared to $32.0 million at target, resulting in no award payable with respect to this goal since the actual result was below the threshold level of performance • Credit Quality. The Company’s non-performing assets represented 0.80% of total assets at December 31, 2025, compared to a target of 1.00%, resulting in awards payable at the maximum level of the performance range with respect to this goal. • Deposit Growth. During 2025, core deposits, excluding brokered deposits and the impact of the Branch Sale, increased $256 million, compared to $243 million at target, resulting in awards payable for this goal between the target and maximum performance range. • Fee Income Growth. The Company’s core non-interest income as a percentage of total revenue increased to 9.4%, compared to a target of 9.0%, resulting in awards payable at the maximum level of the performance range with respect to this goal. • Strategic Projects. The Board of Directors determined that the Company achieved identifiable progress in advancing certain company-wide projects of strategic significance identified at the beginning of 2025, resulting in a full award with respect to this goal. (a)
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115 Based on the foregoing level of achievement of the goals established by the Compensation Committee, for the 2025 plan year, the Chief Executive Officer earned a payout of 103.80% and the President and Bank President each earned a payout of 62.28% In accordance with terms of the Incentive Plan, the Compensation Committee authorized the payments to the named executive officers as set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. Employment Agreements Andrew Samuel, Carl Lundblad and Brent Smith. On October 28, 2021, the Company and LINKBANK (collectively, the “Employer”) entered into employment agreements with Andrew S. Samuel, Carl Lundblad and Brent Smith (collectively, the “Employment Agreements” or individually, the “Employment Agreement”). For each executive, the term of the Employment Agreement is three years (two years for Messrs. Lundblad and Smith) which extends for an additional year on October 28 of each year so that the remaining term will again become three years (two years for Messrs. Lundblad and Smith) unless the Employer or the executive gives written notice to the contrary not less than ninety (90) days prior to a renewal date. In the event written notice of non-renewal is provided, the executive would have no right to receive compensation or other benefits under the Employment Agreement other than payment of the executive’s accrued benefits (as defined in the Employment Agreement), as of the date of the expiration of the Employment Agreement or until the executive voluntarily terminates employment, whichever occurs earlier. As of December 31, 2025, the current annual base salaries under the Employment Agreements with Messrs. Samuel, Lundblad and Smith are $901,250, $494,400 and $401,700 respectively. In addition to base salary, the Employment Agreements provide for, among other things, participation in bonus programs and other benefit plans and arrangements applicable to executive officers. The Employer may terminate the executive’s employment for “cause” (as defined in the Employment Agreement), in which event the executive would have no right to receive compensation or other benefits for any period after his termination of employment except for the executive’s accrued benefits. Certain events resulting in the executive’s termination of employment entitle the executive to severance benefits. If the executive’s employment is terminated by the Employer without cause or if the executive voluntarily resigns for “good reason” (as defined in the Employment Agreement), the executive would become entitled to a severance payment in the form of a cash lump sum payment equal to three times (two times for Messrs. Lundblad and Smith) the executive’s annual base salary and the average cash bonus and other cash incentive compensation earned by the executive with respect to the three calendar years immediately preceding the year of termination. In addition, the executive would become entitled to the continuation of life, disability, medical insurance and other health and welfare benefits for the earlier of three years (two years for Messrs. Lundblad and Smith) or until the executive obtains substantially similar benefits through other employment, or if the coverage cannot be provided because the executive is no longer an executive, the Employer shall reimburse the executive in an amount equal to the monthly premium paid by the executive to obtain substantially similar health and welfare benefits which reimbursement shall continue until the earlier of the expiration of three years from the date of termination of employment or until the executive obtains substantially similar benefits through other employment. In the event of a “change in control” (as defined in the Employment Agreements) of the Employer followed within two years by the executive’s involuntary termination of employment for a reason other than for cause or upon the executive’s voluntary termination for good reason, the executive would become entitled to a severance payment in the form of a cash lump sum payment equal to three times (two times for Messrs. Lundblad and Smith) the executive’s annual base salary and the average cash bonus and other cash incentive compensation earned by the executive with respect to the three calendar years immediately preceding the year of termination. In addition, the executive would become entitled to the continuation of life, disability, medical insurance and other health and welfare benefits for the earlier of three years (two years for Messrs. Lundblad and Smith) or until the executive obtains substantially similar benefits through other employment, or if the coverage cannot be provided because the executive is no longer an executive, the Employer shall reimburse the executive in an amount equal to the monthly premium paid by the executive to obtain substantially similar health and welfare benefits which reimbursement shall continue until the earlier of the expiration of three years from the date of termination of employment or until the executive obtains substantially similar benefits through other employment. In the event that an excise tax under Sections 280G and 4999 of the Internal Revenue Code would be assessed on the payments or other benefits received under the Employment Agreement in connection with a change in control of the Employer, the executive would receive either: (1) all the payments and benefits to which the executive is entitled under the Employment Agreement, subject to the excise tax; or (2) have such payments and benefits reduced by the minimum amount necessary so that the excise tax will not apply, if such reduction would result in a greater net after-tax benefit to the executive. Upon termination of the executive’s employment, the executive will be subject to certain restrictions on the executive’s ability to compete or to solicit business or employees of the Employer for a period of eighteen (18) months (one year for Messrs. Lundblad and Smith) following his termination of employment. The Employment Agreements also include provisions protecting the Employer’s confidential business information.
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Deferred Compensation Agreements LINKBANK entered into deferred compensation agreements (collectively, the “Deferral Agreements”) with Carl Lundblad and Brent Smith. The purpose of the Deferral Agreements is to provide Messrs. Lundblad and Smith with retirement benefits and tax-planning opportunities, including a performance-based employer contribution. Under the Deferral Agreements, Messrs. Lundblad and Smith may annually elect to defer the payment of a portion of their base salary and/or bonus by filing a deferral election form with the plan administrator, setting forth the amount of the deferral and its duration. Benefits under the Deferral Agreements will be paid to the executives upon termination of employment after “normal retirement age,” upon “early termination,” or upon a “disability” (as each terms are defined in the Deferral Agreements) prior to normal retirement age. Benefits will be distributed in 180 monthly installments if termination of employment occurs after normal retirement age or 120 monthly installments upon the occurrence of an early termination or disability, with the payment commencing in the month following the payment event. In addition to any deferrals, LINKBANK will make a contribution to the executive’s deferral account until the earliest of termination of employment, normal retirement age, disability or death of the executive, in an amount up to 15% of base salary based on the Company’s operating return on assets (as defined in the Deferral Agreements). The executive’s deferral account will be credited with interest at a rate equal to the crediting rate (as defined in the Deferral Agreements). In the event of a change in control (as defined in the agreements), followed within 24 months by a separation from service prior to the executive’s normal retirement age (as set forth in the agreements), the executive will receive a benefit equal to the executive’s deferral account balance and, effective as of November 1, 2025, an additional amount equal to the executive’s annual base salary as of the date of the change in control. The benefit will be paid in 180 substantially equal installments, commencing on the later of (i) the month following the date the executive attains normal retirement age or (ii) the sixty-first month following the executive’s separation from service. Supplemental Executive Retirement Plan Agreement On October 28, 2021, LINKBANK entered into a supplemental executive retirement plan agreement (the “Samuel SERP”) with Mr. Samuel to provide certain benefits upon retirement or other termination of employment. The Samuel SERP, as amended, provides that upon Mr. Samuel’s separation from service (as defined in the Samuel SERP) after normal retirement age (age 70), Mr. Samuel will be entitled to an annual benefit in the amount of $600,000, payable in monthly installments over a period of fifteen (15) years, commencing the month following separation from service. In the event of a separation from service prior to normal retirement age, except when such separation from service is an involuntary termination (as defined in the Samuel SERP) or termination for good reason (as defined in the Samuel SERP) occurring within two years after a change in control (as defined in the Samuel SERP) or a termination for cause (as defined in the Samuel SERP), Mr. Samuel will be entitled to a reduced benefit, payable in monthly installments over a period of fifteen (15) years, commencing the month following separation from service. If a change in control (as defined in the Samuel SERP) occurs, followed within twenty-four (24) months by an involuntary termination or termination for good reason prior to normal retirement age, the executive will be entitled to an annual benefit in the amount of $600,000, payable in monthly installments over a period of fifteen (15) years, commencing the month following separation from service. Split Dollar Life Insurance Plan Pursuant to a Split Dollar Life Insurance Plan, each of the participating officers of LINKBANK is entitled to certain life insurance coverage in connection with certain bank-owned life insurance purchased by LINKBANK. If a participating officer dies prior to a separation from service to LINKBANK, then such officer’s designated beneficiary shall be entitled to receive the lesser of $100,000 or the net death proceeds under the purchased policy, after subtracting the greater of the policy’s cash surrender value or the aggregate premiums paid by LINKBANK. Messrs. Samuel, Lundblad and Smith are participants in the Split Dollar Life Insurance Plan. 2019 Equity Incentive Plan The LINKBANCORP, Inc. 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”) permitted the Company to grant stock options to its officers, employees, and directors. There were 450,000 shares of common stock authorized for issuance under the 2019 Equity Incentive Plan. The 2019 Equity Incentive Plan is administered by the members of the Company’s Compensation Committee who are “Disinterested Board Members,” as defined in the 2019 Equity Incentive Plan. Under the 2019 Equity Incentive Plan, the exercise price of stock options may not be less than the fair market value on the date the stock option is granted. As of December 31, 2025, options for 329,000 shares were outstanding at a weighted average per share exercise price of $10.01, of which 323,000 have vested. As of December 31, 2025, no shares remain available for grant under the 2019 Equity Incentive Plan. 2022 Equity Incentive Plan The LINKBANCORP, Inc. 2022 Equity Incentive Plan (“2022 Equity Incentive Plan”) permitted the Company to grant stock options, restricted stock awards, and restricted stock units to its officers, employees, and directors. There were 475,000 shares of Company common stock were authorized for issuance pursuant to grants of incentive and non-qualified stock options, restricted stock awards and restricted stock units under the 2022 Equity Incentive Plan. Under the 2022 Equity Incentive Plan, the exercise price of stock options may not be less than the fair market value on the date the stock option is granted. As of December 31, 2025, options for
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117 203,500 shares were outstanding at a weighted average per share exercise price of $7.60, of which 80,100 have vested. As of December 31, 2025, no shares remain available for grant under the 2022 Equity Incentive Plan. 2025 Equity Incentive Plan The LINKBANCORP, Inc. 2025 Equity Incentive Plan (“2025 Equity Incentive Plan”) permits the Company to grant stock options, restricted stock awards, and restricted stock units to its officers, employees, and directors. The 2025 Equity Incentive Plan is administered by the members of the Company’s Compensation Committee who are “Disinterested Board Members,” as defined in the 2025 Equity Incentive Plan. Up to 1,100,000 shares of Company common stock were authorized for issuance pursuant to grants of incentive and non- qualified stock options, restricted stock awards and restricted stock units under the 2025 Equity Incentive Plan. For a non-employee director, the sum of the grant date fair value of equity awards granted under the 2025 Equity Incentive Plan, including stock options, restricted stock and restricted stock units may not exceed $50,000 for any calendar year. An employee may not: (i) receive a grant of more than 30,000 stock options during any calendar year, and (ii) the sum of the grant date fair value of restricted stock and restricted stock units may not exceed $500,000 for any calendar year. Under the 2025 Equity Incentive Plan, the exercise price of stock options may not be less than the fair market value on the date the stock option is granted. As of December 31, 2025, 899,600 shares remain available for grant under the 2025 Equity Incentive Plan. 2022 Employee Stock Purchase Program The Company adopted the LINKBANCORP, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”), which was approved by shareholders in May 2022. The ESPP enables eligible employees to purchase common stock through payroll deductions. The ESPP is intended to qualify under Section 423 of the Internal Revenue Code and its regulations. Up to 475,000 shares of common stock, subject to adjustments, may be issued under this ESPP. The Compensation Committee may limit a participant’s purchase to a specific number of shares or to a specific percentage of compensation; provided that in no event may a participant elect to purchase shares of common stock of the Company with a fair market value in excess of $25,000. As of December 31, 2025, the ESPP has been suspended in accordance with the Agreement and Plan of Merger, dated December 18, 2025, by and between Burke & Herbert Financial Services, Inc. and LINKBANCORP, Inc. Policies and Practices Related to the Grant of Stock Options The Compensation Committee and the Board of Directors have a historical practice of not granting stock options to executive officers during closed quarterly trading windows as determined under the Company’s insider trading policy. Consequently, the Company has not granted, and does not expect to grant, any stock options to any named executive officers within four business days preceding or one business after the filing with the SEC of any report on Forms 10-K, 10-Q or 8-K that discloses material non-public information. The Compensation Committee and the Board of Directors do not take material non-public information into account when determining the timing of equity awards and do not time the disclosure of material non-public information in order to impact the value of executive compensation. The Company did not grant any stock options to its executive officers, including the named executive officers, during the year ended December 31, 2025. Outstanding Equity Awards at Fiscal Year End The following table shows stock options outstanding and unvested restricted stock awards for each named executive officer as of December 31, 2025. Option Awards Restricted Stock Awards Restricted Stock Units Name Grant Date Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Option Exercise Price ($) Option Expiration Date Number of Shares That Have Not Vested (#) Market Value of Shares That Have Not Vested ($) Number of Shares That Have Not Vested (#) Market Value of Shares That Have Not Vested ($) Andrew Samuel 10/21/2019 40,000 — 10.00 10/21/2029 — — — — 8/31/2023 — — — — 9,600 $ 79,296 — — 5/23/2024 — — — — — — 10,667 $ 88,109 6/13/2025 25,000 $ 206,500 Carl Lundblad 6/14/2019 30,000 — 10.00 06/14/2029 — — — — 8/31/2023 — — — — 6,000 $ 49,560 — — 5/23/2024 — — — — — — 6,667 $ 55,069 6/13/2025 15,000 $ 123,900 Brent Smith 6/14/2019 40,000 — 10.00 06/14/2029 — — — — 8/31/2023 — — — — 4,800 $ 39,648 — — 5/23/2024 — — — — — — 5,334 $ 44,059 6/13/2025 10,000 $ 82,600 The options vested annually on each anniversary of the grant date in equal installments over 5 years. (1) (2) (3) (4) (5) (1)
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118 The restricted stock awards vest annually on each anniversary of the grant date in equal installments over 5 years. Vesting may be accelerated under certain conditions or at the discretion of the Company’s Compensation Committee. Market value is calculated on the basis of $8.26 per share, which was the closing sales price for our common stock as reported on the Nasdaq Capital Market on December 31, 2025. The restricted stock units vest annually on each anniversary of the grant date in equal installments over 3 years. Vesting may be accelerated under certain conditions or at the discretion of the Company’s Compensation Committee. Market value is calculated on the basis of $8.26 per share, which was the closing sales price for our common stock as reported on the Nasdaq Capital Market on December 31, 2025. Director Compensation The following table sets forth for the year ended December 31, 2025 certain information as to total compensation paid to non-employee directors and certain employee directors who are not Executive Officers. Messrs. Samuel and Breda did not receive any additional compensation for service on the Boards of Directors of the Company or LINKBANK. Name Fees Earned orPaid in Cash($) RestrictedStock Units($) All OtherCompensation($) Total($) Jennifer Delaye 37,500 — — 37,500 Anson Flake 30,270 20,670 — 50,940 George Parmer 34,645 20,670 — 55,315 Debra Pierson 31,875 20,670 — 52,545 Diane Poillon 30,270 20,670 — 50,940 William E. Pommerening 32,500 20,670 — 53,170 William L. Jones, III 40,625 — — 40,625 David H. Koppenhaver 41,585 — — 41,585 Joseph C. Michetti, Jr 33,395 20,670 — 54,065 Kristen Snyder 31,875 20,670 — 52,545 Steven I. Tressler 38,460 — — 38,460 Mona Albertine 37,500 — — 37,500 Michael Clarke 30,000 20,670 — 50,670 David Doane 37,500 — — 37,500 Lloyd Harrison, III 37,500 — — 37,500 John Breda — — — — Kenneth Lehman 30,000 20,670 — 50,670 George Snead 37,500 — — 37,500 James Tamburro 37,500 — — 37,500 Robert Wheatley 30,000 20,670 — 50,670 (1) In accordance with FASB ASC Topic 718, the reported amount is the grant date fair value. The assumptions used in the calculation of the amount shown is included in footnote 15 to the Company’s audited financial statements included herein. As of December 31, 2025, Directors Delaye, Flake, Parmer, Pierson, Poillon, Pommerening, Jones, Koppenhaver, Michetti, Jr., Snyder and Tressler each held 2,000 shares of restricted stock. As of December 31, 2025, Directors Delaye, Flake, Parmer, Pierson, Poillon and Pommerening each held options to purchase 5,000 shares. (2) Term as a director ended on May 22, 2025. Upon the cessation of service from the Board of Directors, Directors Koppenhaver and Jones, III received a one-time payment of $32,500. Directors Delaye, Tressler, Albertine, Doane, Harrison, III, Snead, and Tamburro received a one-time payment of $30,000. Director Breda did not recieve any payment upon his departure from the Board of Directors. (3) Mr. Breda did not receive separate compensation for his service as a director but does receive compensation as an employee pursuant to his employment agreement with the Company and LINKBANK, effective November 30, 2023, which for the year ended December 31, 2025 included a base salary of $370,665and a bonus of $91,940. Director Fees Non-employee directors who attend at least 75% of all regular board and committee meetings are entitled to receive an annual cash retainer of $30,000; Chairs of the Compensation, Risk, Nominating and Corporate Governance and Audit Committees are entitled to an additional $2,500 annual cash retainer. Mr. Michetti, as Chair of the Company’s Board of Directors, receives an additional $5,000 annual cash retainer. These cash fees are paid quarterly. (2) (3) (4) (5) (1) (2) (2) (2) (2) (2) (2) (2) (2)(3) (2) (2)
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119 Directors Deferred Compensation Agreements Director Michetti is party to a deferred compensation agreement with LINKBANK wherein the director may elect to defer a percentage of fees and compensation received and such deferral will accrue interest equal to one hundred fifty percent (150%) of the average one-year Treasury instrument for the plan year. The participant is always 100% vested in the amount he defers. The director is entitled to receive a distribution from the director’s deferred account upon death, termination of service or reaching age sixty-five, in the manner elected in a previously executed election form. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Stock Ownership of Certain Beneficial Owners and Management The following table sets forth, as of March 5, 2026, the shares of common stock beneficially owned by the Company’s directors and named executive officers, individually and by all directors, named executive officers and other executive officers as a group, and by each person who was known to the Company as the beneficial owner of more than 5% of the outstanding shares of common stock. The mailing address for each of the Company’s directors and executive officers is 1250 Camp Hill Bypass, Suite 202, Camp Hill, PA 17011. Name of Beneficial Owner Number ofShares Owned Options andWarrantsExercisablewithin 60Days TotalBeneficialOwnership ofCommonStock Percentage ofSharesOutstanding AllianceBernstein L.P. 501 Commerce Street Nashville, Tennessee 37203 1,980,527 — 1,980,527 5.29% Andrew Samuel 29,143 955,140 984,283 2.63% Brent Smith 75,532 280,000 355,532 * Carl Lundblad 76,711 90,000 166,711 * Michael W. Clarke 250,239 — 250,239 * Anson Flake 104,027 5,000 109,027 * Kenneth R. Lehman 8,725,269 — 8,725,269 23.29% George Parmer 1,870,899 5,000 1,875,899 5.01% Debra Pierson 53,701 5,000 58,701 * Diane Poillon 9,951 5,000 14,951 * William E. Pommerening 65,058 5,000 70,058 * % Joseph C. Michetti, Jr. 112,481 — 112,481 * Kristen Snyder 58,024 — 58,024 * Robert C. Wheatley 18,071 — 18,071 * All directors, named executive officers and other executive officers as a group (17 persons) 11,518,950 1,429,844 12,948,794 34.56% * Less than 1% (1) A person is deemed to be the beneficial owner for purposes of this table, of any shares of common stock if he or she has shared or sole voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from the date as of which beneficial ownership is being determined. Except as otherwise noted, ownership is direct and the named individuals and group exercise sole voting and investment power over the shares of Company common stock. No shares of common stock are pledged as collateral by a director or a named executive officer. (2) Calculated based on 37,466,883 shares outstanding at February 27, 2026, and adding the number of shares of common stock underlying options and warrants that such shareholder is considered to beneficially own. (3) This information is based solely upon information contained in a Schedule 13G/A filed with the Securities and Exchange Commission on February 15, 2026 reporting sole voting and dispositive power over 1,980,527 shares by AllianceBernstein L.P. (4) Includes 610 shares held in a joint account with Mr. Samuel’s spouse, and 9,600 shares of unvested restricted stock. Also includes 6,060 shares held in Mr. Samuel’s daughter’s IRA account. Mr. Samuel shares the same household as his daughter. Mr. Samuel disclaims beneficial ownership of the shares held by his daughter. (5) Includes 907,240 shares which Mr. Samuel is entitled to purchase pursuant to warrants granted to founders of the Company based on their initial investment in the Company. Also includes 7,900 options exercisable within 60 days of March 5, 2026 owned by Mr. Samuel’s daughter. Mr. Samuel shares the same household as his daughter. (1) (2) (3) (3 ) (4) (5) (6) (7) (8) (9) (10) (11) (15) (12) (16) (13) (16) (14) (16) (15) (16) (17) (18) (26) (27)
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120 (6) Includes 35,000 shares held in Mr. Smith’s IRA account, 27,857 shares held in a joint account with Mr. Smith’s spouse, and 4,800 shares of unvested restricted stock. (7) Includes 240,000 shares which Mr. Smith is entitled to purchase pursuant to warrants granted to founders of the Company based on their initial investment in the Company, and 40,000 options exercisable within 60 days of March 5, 2026. (8) Includes 12,671 shares held in Mr. Lundblad’s IRA, 47,836 shares held in a joint account with Mr. Lundblad’s spouse, 6,000 shares of unvested restricted stock. (9) Includes 60,000 shares which Mr. Lundblad is entitled to purchase pursuant to warrants granted to founders of the Company based on their initial investment in the Company, and 30,000 options exercisable within 60 days of March 5, 2026. (10) Includes 187,500 shares held in Mr. Clarke’s IRA account. (11) Includes 62,820 shares held in a joint account with Mr. Flake’s spouse, and1,200 shares of unvested restricted stock. (12) Includes 40,363 shares held by Mr. Parmer’s spouse, 10,926 shares held in a limited partnership in which Mr. Parmer is the general partner, 563,722 shares held in various related family trusts, 1,061,538 shares held by various companies Mr. Parmer has a related interest in. Mr. Parmer disclaims beneficial ownership of the shares held in family trusts. Also includes 1,200 shares of unvested restricted stock. (13) Includes 24,992 shares held in Ms. Pierson’s IRA account, 22,857 shares held individually by her spouse, and1,200 shares of unvested restricted stock. (14) Includes 1,200 shares of unvested restricted stock. (15) Includes 55,000 shares held in Mr. Pommerening’s SEP IRA account, and 1,200 shares of unvested restricted stock. (16) All are options exercisable within 60 days of March 5, 2026. (17) Includes 32,358 shares held in a joint account with Mr. Michetti’s spouse, 591 shares held individually by his spouse. Also includes 59,269 shares in Mr. Michetti’s IRA, and 1,200 shares of unvested restricted stock. (18) Includes 54,796 shares held in a joint account with Ms. Snyder’s spouse, and 1,200 shares of unvested restricted stock. (19) Includes 56,747 shares which other executive officers own, including 9,600 shares of unvested restricted stock. (20) Includes 38,704 shares which other executive officers are entitled to purchase pursuant to warrants granted to founders of the Company based on their initial investment in the Company, and 41,000 options exercisable within 60 days of March 5, 2026. Warrants In recognition of the financial risk and efforts undertook in organizing the Company, certain founding investors were granted warrants to purchase four shares of common stock at a purchase price of $10 per share for every one share the individual purchased during the Company’s initial offering in 2018-2019. In the aggregate, warrants to purchase 1,537,484 shares of common stock were granted to these individuals, which are exercisable for ten years from the date of grant. The following table provides information with respect to the equity securities that are authorized for issuance under the Company’s equity compensation plans as of December 31, 2025. Plan Category Number of Securities to beIssued Upon Exercise ofOutstanding Options,Warrants, and Rights (a) Weighted-AverageExercise Price ofOutstanding Options,Warrants, and Rights (b) Number of SecuritiesRemaining Available forFuture Issuance UnderEquity CompensationPlans (excluding securitiesreflected in column (a))(c) Equity compensation plans approved by security holders 2019 Equity Incentive Plan 329,000 $ 10.19 — 2022 Equity Incentive Plan 323,987 $ 4.78 — 2025 Equity Incentive Plan 200,400 $ — 899,600 Equity compensation plans not approved by security holders — $ — — Total 853,387 $ 5.74 899,600
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121 Item 13. Certain Relationships and Related Transactions, and Director Independence. Transactions With Certain Related Persons Federal law generally prohibits publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from the prohibition for loans made by federally insured financial institutions, such as the Bank, to their executive officers and directors in compliance with federal banking regulations. At December 31, 2025, all of the Bank’s loans to directors and executive officers were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original repayment terms at December 31, 2025, and were made in compliance with federal banking regulations. On September 30, 2020, the Company completed a $20.0 million private placement of Fixed-to-Floating Rate Subordinated Notes due 2030. The notes have a maturity date of October 1, 2030 and will initially bear interest at a fixed rate of 5.0% until October 1, 2025. From October 1, 2025 to the stated maturity date or early redemption date, the interest rate will reset semi-annually to an annual floating rate equal to the then-current three-month term Secured Overnight Financing Rate (SOFR) plus a spread of 475 basis points, but no less than 5.0%. The investors in the notes included Derry Management, Inc., which purchased $2 million in principal amount of the notes, and Residential Warranty Company LLC, which purchased $17 million in principal amount of the notes. George Parmer, a director of the Company, is the President and owner of each of the foregoing entities. On April 8, 2022, the Company completed a $20.0 million private placement of Fixed-to-Floating Rate Subordinated Notes due 2032. The notes have a maturity date of April 15, 2032 and will initially bear interest at a fixed rate of 4.5% up to but excluding April 15, 2027. From and including April 15, 2027 to the stated maturity date or early redemption date, the interest rate will reset quarterly to a floating rate equal to the then-current three-month term Secured Overnight Financing Rate (SOFR) plus a spread of 203 basis points. The investors in the notes included Residential Warranty Company LLC, which purchased $7 million in principal amount of the notes. George Parmer, a director of the Company, is the President and owner of Residential Warranty Company LLC. Other than the loans and the transactions described above, the Company and the Bank have not entered into any transactions since January 1, 2024 in which the amount involved exceeded $120,000 and in which any related persons had or will have a direct or indirect material interest. Pursuant to the Company’s Policy and Procedures for Approval of Related Person Transactions, the Audit Committee periodically reviews, no less frequently than twice a year, a summary of transactions in excess of $25,000 with directors, executive officers, and their family members, for the purpose of determining whether the transactions are within the policies and should be ratified and approved. Board Independence Based on information provided by each director concerning his or her background, employment and affiliations, the Company believes that all of the directors other than Mr. Samuel are “independent” directors as defined in the Nasdaq Listing Rules. Mr. Samuel, who serves as the Company’s Chief Executive Officer, is an executive officer and therefore is not considered to be independent. In evaluating the independence of the Company’s independent directors, the Board considered, in addition to the transactions reported under “Transactions with Certain Related Persons” above, the Bank’s purchase of propane supplies purchased from a company in which Ms. Snyder has a controlling interest. Item 14. Principal Accounting Fees and Services. The independent registered public accounting firm for the years ended December 31, 2025 and 2024 was S.R. Snodgrass, P.C. Set forth below is certain information concerning aggregate fees billed for professional services rendered by S.R. Snodgrass, P.C. during the years ended December 31, 2025 and 2025, respectively. Year ended December 31, 2025 Year ended December 31, 2024 Audit Fees $ 466,899 $ 297,446 Audit-Related Fees $ — $ — Tax Fees $ 21,746 $ 25,756 All Other Fees $ — $ —
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122 Audit Fees. During the years ended December 31, 2025 and 2024, the aggregate fees billed to the Company for professional services rendered for the audit of the Company’s annual consolidated financial statements, the reviews of financial statements included in the Company’s Form S-4 filed with the Securities and Exchange Commission, and consents associated with the Form S-3, Form S-4, Form S- 8 and related amendments, and for limited review of quarterly consolidated financial statements included in periodic reports filed with the Securities and Exchange Commission and services that are normally provided in connection with the Company’s engagement, were $466,899 and $297,446, respectively. Audit Related Fees. There were no audit related fees billed during the years ended December 31, 2025 and 2024, respectively. Tax Fees. The aggregate fees billed to the Company for professional services rendered for tax preparation, tax consultation and tax compliance were $21,746 and $25,756 during the years ended December 31, 2025 and 2024, respectively. All Other Fees. There were no other fees billed during the years ended December 31, 2025 and 2024, respectively. Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm The Audit Committee has considered whether the provision of non-audit services, which relate primarily to tax compliance services and tax advice rendered and services performed in connection with the Company’s merger with Partners Bancorp, as contemplated in the Partners Merger Agreement was compatible with maintaining the independence of S.R. Snodgrass, P.C. The Audit Committee concluded that performing such services did not affect the independence of S.R. Snodgrass, P.C. in performing its function as the Company’s independent registered public accounting firm. The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm, either by approving an engagement prior to the engagement or pursuant to a pre-approval policy with respect to particular services. These services may include audit services, audit-related services, tax services and other services. The Audit Committee may delegate pre- approval authority to one or more members of the Audit Committee. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. All fees described above were approved as part of the Company’s engagement of S.R. Snodgrass, P.C.
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PART IV Item 15. Exhibits and Financial Statement Schedules. (a) (1) Financial Statements The following documents are filed as part of this Annual Report on Form 10-K (A) Report of Independent Registered Public Accounting Firm (B) Consolidated Balance Sheets at December 31, 2025 and 2024 (C) Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 (D) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024 (E) Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2025 and 2024 (F) Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 (G) Notes to the Consolidated Financial Statements (a) (2) Financial Statement Schedules None. (a) (3) ExhibitNumber Description 2.1 Branch Purchase and Assumption Agreement by and between American Heritage Federal Credit Union and LINKBANK, dated May 9, 2024, incorporated by reference to Exhibit 10.1 to form 10-Q, filed August 12, 2024 2.2 Agreement and Plan of Merger, dated as of December 18, 2025, by and between Burke & Herbert Financial Services Corp. and LINKBANCORP, Inc., incorporated by reference to Exhibit 2.1 to Form 8-K, filed December 18, 2025 3.1 Articles of Incorporation, as amended, incorporated by reference to Exhibit 3.1 to Form S-4 Registration Statement, filed May 7, 2021 3.2 Amendment to Articles of Incorporation, dated November 20, 2023, incorporated by reference to Exhibit 3.2 to Form 10-K filed March 31, 2025 3.3 Amended and Restated Bylaws, incorporated by reference to Exhibit 3.3 to Form 10-Q, filed August 8, 2025 4.1 Specimen stock certificate, incorporated by reference to Exhibit 4.1 to Form S-4 Registration Statement, filed May 6, 2021 4.2. LINKBANCORP, Inc. 5.00% Fixed to Floating Rate Subordinated Note Due October 1, 2030, incorporated by reference to Exhibit 4.2 to Form S-4 Registration Statement, filed May 7, 2021 4.3 Form of Warrant, incorporated by reference to Exhibit 4.3 to Form S-4 Registration Statement, filed May 7, 2021 4.4 Form of 4.50% Fixed to Floating Rate Subordinated Note due 2032 of LINKBANCORP, Inc., incorporated by reference to Exhibit 4.1 to Form 8-K, filed on April 11, 2022 4.5 Description of Common Stock incorporated by reference to Exhibit 4.5 to the Form 10-K filed on March 30, 2023 10.1* LINKBANCORP 2019 Equity Incentive Plan, incorporated by reference to Exhibit 10.7 to Form S-4 Registration Statement, filed May 7, 2021
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124 10.2* Form of Incentive Stock Option (ISO) Agreement, incorporated by reference to Exhibit 10.8 to Form S-4 Registration Statement, filed May 7, 2021 10.3* Form of Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit 10.9 to Form S-4 Registration Statement, filed May 7, 2021 10.4* Form of Amendment to the Executive Employment Agreement, incorporated by reference to Exhibit 10.1 to Form 8-K, filed on February 22, 2023 10.5* Form of Waiver of Accelerated Vesting Upon Change in Control, incorporated by reference to Exhibit 10.2 to Form 8- K, filed on February 22, 2023 10.6* Amendment to the Supplemental Retirement Plan Agreement for Andrew Samuel, incorporated by reference to Exhibit 10.3 to Form 8-K, filed on February 22, 2023 10.7* LINKBANK Split Dollar Life Insurance Plan, dated January 24, 2019, incorporated by reference to Exhibit 10.13 to Form S-4 Registration Statement, filed May 7, 2021 10.8* [Reserved] 10.9* Employment Agreement between LINKBANCORP, Inc., The Gratz Bank and Andrew S. Samuel dated October 28, 2021, incorporated by reference to Exhibit 10.1 to Form 8-K filed November 3, 2021 10.10* Employment Agreement between LINKBANCORP, Inc., The Gratz Bank and Carl Lundblad dated October 28, 2021, incorporated by reference to Exhibit 10.2 to Form 8-K filed November 3, 2021 10.11* Employment Agreement between LINKBANCORP, Inc., The Gratz Bank and Brent Smith dated October 28, 2021, incorporated by reference to Exhibit 10.3 to Form 8-K filed November 3, 2021 10.12* Change in Control Agreement between LINKBANCORP, Inc., The Gratz Bank and Kristofer Paul dated October 28, 2021, incorporated by reference to Exhibit 10.4 to Form 8-K filed November 3, 2021 10.13* Supplemental Executive Retirement Plan Agreement between The Gratz Bank and Andrew S. Samuel dated October 28, 2021, incorporated by reference to Exhibit 10.5 to Form 8-K filed November 3, 2021 10.14* Deferred Compensation Agreement between The Gratz Bank and Carl Lundblad dated October 28, 2021, incorporated by reference to Exhibit 10.6 to Form 8-K filed November 3, 2021 10.15* Deferred Compensation Agreement between The Gratz Bank and Kristofer Paul dated October 28, 2021, incorporated by reference to Exhibit 10.7 to Form 8-K filed November 3, 2021 10.16* Deferred Compensation Agreement between The Gratz Bank and Brent Smith dated October 28, 2021, incorporated by reference to Exhibit 10.8 to Form 8-K filed November 3, 2021 10.17* LINKBANCORP, Inc. Executive Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 8-K filed February 1, 2022 10.18* First Amendment to Deferred Compensation Agreement between LINKBANK and Carl Lundblad, dated October 24, 2024, incorporated by reference to Exhibit 10.1 to Form 8-K filed October 28, 2024. 10.19* First Amendment to Deferred Compensation Agreement between LINKBANK and Brent Smith, dated October 24, 2024, incorporated by reference to Exhibit 10.2 to Form 8-K filed October 28, 2024. 10.20* Director Deferred Compensation Agreement with David H. Koppenhaver, incorporated by reference to Exhibit 10.20 to Form 10-K filed March 31, 2022 10.21* [Reserved] 10.22* [Reserved]
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125 10.23* Director Deferred Compensation Agreement with Joseph Michetti, Jr., incorporated by reference to Exhibit 10.23 to Form 10-K filed March 31, 2022 10.24* [Reserved] 10.25 Form of Subordinated Note Purchase Agreement, dated April 8, 2022, by and between LINKBANCORP, Inc. and the several Purchasers, incorporated by reference to Exhibit 10.1 to Form 8-K filed April, 11, 2022 10.26* LINKBANCORP, Inc. 2022 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to Form 8-K filed June 2, 2022 10.27* LINKBANCORP, Inc. 2022 Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.2 to Form 8-K filed June 2, 2022 10.28* Employment Agreement, dated as of February 22, 2023, by and among LINKBANCORP, Inc., LINKBANK and John W. Breda, incorporated by reference to Exhibit 10.1 to Form 8-K filed December 1, 2023 10.29* Separation and Non-Competition Agreement, dated as of April 19, 2023, by and between LINKBANCORP, Inc. and Lloyd B. Harrison, III, incorporated by reference to Exhibit 10.2 to Form 8-K filed December 1, 2023 10.30* Amendment to the Supplemental Retirement Plan Agreement for Andrew Samuel, effective as of December 1, 2023, incorporated by reference to Exhibit 10.3 to Form 8-K filed December 1, 2023 10.31 Form of Time-Based Restricted Stock Award Agreement 10.32 Form of Time-Based Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10.2 to Form S-8 Registration Statement, filed June 12, 2025 10.33 Form of 6.875% Fixed Rate Subordinated Note Due April 1, 2028 of Delmar Bancorp 10.34 Form of 6% Fixed to Floating Rate Subordinated Note Due July 1, 2030 of Delmar Bancorp 14.1 Code of Ethics for Senior Officers, incorporated by reference to Exhibit 14.1 to the Form 10-K filed on March 30, 2023 19 Inside Information and Insider Trading Policy, incorporated by reference to Exhibit 19 to Form 10-K, filed March 31, 2025 21.1 Subsidiaries of LINKBANCORP, Inc. 23.1 Consent of Snodgrass P.C. 31.1 Certification of Principal Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. 31.2 Certification of Principal Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. 32 Section 1350 Certification 97 Policy Relating to Recovery of Erroneously Awarded Compensation, incorporated by reference to Exhibit 97 to Form 10-K, filed March 31, 2025 101 INS** The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document 101 SCH** Inline XBRL Taxonomy Extension Schema Document
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126 101 CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document 101 DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document 101 LAB** Inline XBRL Taxonomy Extension Label Linkbase Document 101 PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the interactive date file because its XBRL tags are embedded with the inline XBRL document. * Indicates a management or compensatory plan. ** Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Condition as of December 31, 2025 and December 31, 2024; (ii) Consolidated Statements of Income for the years ended December 31, 2025 and 2024; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025 and 2024; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024; (v) Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025 and 2024; and (vi) Notes to Unaudited Consolidated Financial Statements. Item 16. Form 10-K Summary None.
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127 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, on March 12, 2026. LINKBANCORP, INC. By: /s/ Andrew Samuel Andrew Samuel Chief Executive Officer Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Andrew Samuel Chief Executive Officer (Principal Executive Officer) and Director March 12, 2026 Andrew Samuel /s/ Kristofer Paul Chief Financial Officer (Principal Financial and Accounting Officer) March 12, 2026 Kristofer Paul /s/ Michael Clarke Director March 12, 2026 Michael Clarke /s/ Anson Flake Director March 12, 2026 Anson Flake /s/ Kenneth Lehman Director March 12, 2026 Kenneth Lehman /s/ Joseph C. Michetti, Jr. Director March 12, 2026 Joseph C. Michetti, Jr. /s/ George Parmer Chairman and Director March 12, 2026 George Parmer /s/ Debra Pierson Director March 12, 2026 Debra Pierson /s/ Diane Poillon Director March 12, 2026 Diane Poillon /s/ William Pommerening Director March 12, 2026 William Pommerening /s/ Kristen Snyder Director March 12, 2026 Kristen Snyder /s/ Robert Wheatley Director March 12, 2026 Robert Wheatley
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Exhibit 3.2 PENNSYLVANIA DEPARTMENT OF STATE BUREAU OF CORPORATIONS AND CHARITABLE ORGANIZATIONS Pennsylvania Department of State -FILED- Amendment #: 0013654041 Date Filed: 11/21/2023☐ Retum document by mail to: CSC OF#1321244-1 LBY Articles of Domestic Corporation DSCB:15-191S/S915(rev. 7/2015) l915 Name :AMEND-6462 Address CityState Zip Code ☒ Return document by email to: cscpa@cscglobal.com Read all instructions prior to completing. This form may be submitted online at https://www.corporations.pa.gov/. Fee: $70 Check one: ☒Business Corporation (§ 1915) ☐ Nonprofit Corporation (§ 5915) In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that: 1. The name of the corporation is: LINKBANCORP, Inc. 2. The (a) address of this corporation's current registered office in this Commonwealth or(b). name ·of its commercial registered office provider and the county of venue is: (Complete only (a) or (b), not both) (a) Number and Street City State Zip County 1250 CAMP HILL BYPASS SUITE202 CAMP HILL PA 17011 Cumberland (b) Name of Commercial Registered Office Provider c/o: 3. The statute by or under which it was incorporated: Business Corporation Law of 1933_____________________________ 4. The date of its incorporation: ____04/06/2018___________________ (MM/DD/YYYY) 5. Check, and if appropriate complete, one of the following: The amendment shall be effective upon filing these Articles of Amendment in the Department of State. The amendment shall be effective on: at _______________________ Date (MM/DD/YYYY) Hour (if any)
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NOV 21 2023
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6. Check one of the following: The amendment was adopted by the shareholders or members pursuant to 15 Pa.C.S. § 1914{a) and (b) or§ 5914(a). __ The amendment was adopted by the board of directors pursuant to 15 Pa. C.S. § 1914(c) or§ 5914(b). 7. Check, and if appropriate complete, one of the following: __ The amendment adopted by the corporation, set forth in full, is as follows _____________________________________________________________________________________________________ _____________________________________________________________________________________________________ The amendment adopted by the corporation is set forth in full in Exhibit A attached hereto and made a part hereof. 8. Check if the amendment restates the Articles: __ The restated Articles of Incorporation supersede the original articles and all amendments thereto. IN TESTIMONY WHEREOF, the undersigned c corporation has caused these Articles of Amendment to b be signed by a duly authorized officer thereof this 20th day of November____, 2023_____________. l LINKBANCORP Inc. . Name of Corporation ____________________________________________ Signature __President_________________________________ Title
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EXHIBIT A TO ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF LINKBANCORP, INC. Article SIXTH, paragraph (a) of the Articles of Incorporation of LINKBANCORP, Inc. is hereby amended and restated in its entirety to read: (a) The Corporation is organized on a stock share basis. The aggregate number of shares the Corporation is authorized to issue is 55,000,000, consisting of 50,000,000 shares of Common Stock having a par value of $0.01 per share (the "Common Stock") and 5,000,000 shares of Preferred Stock having no par value per share (the "Preferred Stock").
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R ESTRICTED S TOCK – T IME B ASED FORM OF RESTRICTED STOCK AWARD AGREEMENT Granted by LINKBANCORP, I NC . under the LINKBANCORP, Inc. 2022 EQUITY INCENTIVE PLAN This restricted stock agreement (“Restricted Stock Award” or “Agreement”) is and will be subject in every respect to the provisions of the 2022 Equity Incentive Plan (the “Plan”) of LINKBANCORP, Inc. (the “Company”) which are incorporated herein by reference and made a part hereof, subject to the provisions of this Agreement. A copy of the Plan and related prospectus have been provided or made available to each person granted a Restricted Stock Award pursuant to the Plan. The holder of this Restricted Stock Award (the “Participant”) hereby accepts this Restricted Stock Award, subject to all the terms and provisions of the Plan and this Agreement, and agrees that all decisions under and interpretations of the Plan and this Agreement by the Compensation Committee of the Board of Directors of the Company (the “Committee”) or by the Board of Directors, will be final, binding and conclusive upon the Participant and the Participant’s heirs, legal representatives, successors and permitted assigns. Except where the context otherwise requires, the term “Company” will include the parent and all present and future subsidiaries of the Company as defined in Section 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”). Capitalized terms used herein but not defined will have the same meaning as in the Plan. 1. Name of Participant: 2. Date of Grant: 3. Total number of shares of Company common stock, $0.01 par value per share, covered by this Restricted Stock Award: (subject to adjustment pursuant to Section 8 hereof). 4. Vesting Schedule. Except as otherwise provided in this Agreement, this Restricted Stock Award first becomes earned in accordance with the vesting schedule specified herein. Vesting Date Number of Shares Vesting As set forth in Section 9 of this Agreement, vesting will automatically accelerate pursuant to Sections 2.7 and 4.1 of the Plan in the event of death, Disability or Involuntary Termination of Service at or following a Change in Control.
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2 5. Grant of Restricted Stock Award. The Restricted Stock Award will be in the form of issued and outstanding shares of Stock registered in the name of the Participant and held by the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock. Notwithstanding the foregoing, the Company may, in its sole discretion, issue Restricted Stock in any other format (e.g., electronically) in order to facilitate the paperless transfer of the Awards. If certificated, the certificates evidencing the Restricted Stock Award will bear a legend restricting the transferability of the Restricted Stock. The Restricted Stock awarded to the Participant will not be sold, encumbered hypothecated or otherwise transferred except in accordance with the terms of the Plan and this Agreement. 6. Terms and Conditions. 6.1 The Participant will have the right to vote the shares of Restricted Stock awarded and outstanding under this Agreement on matters that require a shareholder vote. 6.2 Any cash dividends or distributions declared with respect to shares of Restricted Stock awarded and outstanding under this Agreement will be distributed to the Participant at the time the underlying shares of Restricted Stock vest. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award will be subject to the same restrictions as the Restricted Stock and will vest at the same time as the shares of Restricted Stock from which said dividends were derived. 7. Delivery of Shares. Delivery of shares of Stock under this Restricted Stock Award will comply with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any securities exchange or similar entity. 8. Adjustment Provisions. This Restricted Stock Award, including the number of shares subject to the Restricted Stock Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 3.4 of the Plan. 9. Effect of Termination of Service on Restricted Stock Award. 9.1 Upon the Participant’s Termination of Service, this Restricted Stock Award will vest as follows: (iv) Death. In the event of the Participant’s Termination of Service by reason of death, any unvested shares of Restricted Stock subject to this Agreement will immediately vest. (v) Disability. In the event of the Participant’s Termination of Service by reason of Disability, any unvested shares of Restricted Stock subject to this Agreement will immediately vest. (vi) Retirement. In the event of the Participant’s Termination of Service by reason of Retirement, any unvested shares of Restricted Stock subject to this Agreement will expire and be forfeited as of the date of the Termination of Service. (vii) Change in Control. In the event of the Participant’s Involuntary Termination of Service at or following a Change in Control, any unvested shares of Restricted Stock subject to this Agreement will immediately vest. For purposes of this Agreement, the term “Change in Control” shall have the meaning set forth in
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3 Section 4.2 of the Plan except that the consummation of the transactions contemplated in the Agreement and Plan of Merger, dated as of February 22, 2023, by and between the Company and Partners Bancorp shall not be considered a Change in Control. (viii) Termination for Cause. In the event of the Participant’s Termination of Service for Cause, any unvested shares of Restricted Stock subject to this Agreement will expire and be forfeited as of the date of the Termination of Service. (ix) Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to death, Disability or for Cause or an Involuntary Termination of Service at or following a Change in Control, any unvested shares of Restricted Stock subject to this Agreement will expire and be forfeited as of the date of the Termination of Service. 10. Miscellaneous. 10.1 This Restricted Stock Award will confer upon the Participant any rights as a shareholder of the Company with respect to the shares underlying the Award prior to the date on which the individual fulfills all conditions for receipt of such rights. 10.2 Except as otherwise provided for in the Plan, this Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant. 10.3 This Restricted Stock Award is not transferable except as provided for in the Plan. 10.4 This Restricted Stock Award will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. 10.5 This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not be obligated to issue any shares of Stock hereunder if the issuance of the shares would constitute a violation of any such law, regulation or order or any provision thereof. 10.6 Restricted Stock Awards under this Agreement are subject to any required federal, state and local tax withholding which may be effected in the manner or manners permitted by the Company. 10.7 Nothing in this Agreement will interfere with or limit in any way the right of the Company or any affiliate to terminate the employment or service of the Participant at any time, nor confer upon the Participant any right to continue in the employ or service of the Company or any affiliate. 10.8 In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan will control. 10.9 This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan. [Signature Page Follows]
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4 IN WITNESS WHEREOF, the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Award set forth above. LINKBANCORP, I NC . By: Its: PARTICIPANT’S ACCEPTANCE The undersigned hereby accepts the foregoing Restricted Stock Award and agrees to the terms and conditions hereof, including the terms and provisions of the Plan. The undersigned hereby acknowledges receipt of a copy of the Plan and related prospectus. PARTICIPANT
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Exhibit 10.33 DELMAR BANCORP THIS SUBORDINATED TERM NOTE (THIS “NOTE”) WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF $100,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS NOTE IN A DENOMINATION OF LESS THAN $100,000 AND MULTIPLES OF $100,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH NOTE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON SUCH NOTE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH NOTE. THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS UNSECURED.
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DELMAR BANCORP TERM NOTE DUE APRIL 1, 2028 Certificate No.: ____ U.S. $ ___________ Dated: _________, 2018 FOR VALUE RECEIVED, the undersigned, Delmar Bancorp, a Maryland corporation (the “Company”), promises to pay to the order of _____________, or registered assigns (collectively, the “Lender”), the principal amount of $__________, in the lawful currency of the United States of America, or such lesser or greater amount as shall then remain outstanding under this Note, at the times and in the manner provided herein, but no later than April 1, 2028, or such other date upon which this Note shall become due and payable, whether by reason of extension, acceleration or otherwise, subject to, and in accordance with, the terms of the Subordinated Loan Agreement, dated as of _________, 2018, by and between the Company as Borrower, and the Lender, as Lender (as amended, restated, amended and restated, refinanced, extended, supplemented and/or otherwise modified from time to time, the “Loan Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. Interest on this Note will be payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on the first such date following the Closing Date, and at maturity. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Note is the Note referred to in the Loan Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, and for optional prepayment of the principal hereof prior to the maturity hereof, all upon the terms and conditions therein specified. THIS NOTE MAY NOT BE TRANSFERRED OR ASSIGNED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE LOAN AGREEMENT. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. DELMAR BANCORP By: /s/ John W.Breda Name: John W. Breda Title: President and Chief Executive Officer ATTEST: /s/ Elizabeth Eicher Holland
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[REVERSE SIDE OF NOTE] DELMAR BANCORP TERM NOTE DUE APRIL 1, 2028 The Company promises to pay interest on the principal amount of this Note (this “Note”), commencing on the Closing Date until the first Interest Payment Date, as defined below, after the tenth anniversary of the closing date of the Loan Agreement, as defined below, (the “Maturity Date”), or such earlier date as this Note is paid in full, at a fixed rate equal to 6.875% per annum. The unpaid principal balance of this Note plus all accrued but unpaid interest thereon shall be due and payable on the Maturity Date, or such earlier date on which such amount shall become due and payable. This Note is the Note referred to in that certain Subordinated Loan Agreement, __________, by and between the Company and Lender (the “Loan Agreement”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. 1. Computation and Payment of Interest. This Note will bear interest at the rate set forth above from and including each Interest Payment Date to, but excluding, the next succeeding Interest Payment Date (or in the case of the initial Interest Payment Date, from the Closing Date to, but excluding, the initial Interest Payment Date), or in the case of the final Interest Payment Date, the Maturity Date. Interest on this Note shall be paid in arrears on each Interest Payment Date. The initial Interest Payment Date shall be April 1, 2018. “Interest Payment Date” shall mean January 1, April 1, July 1 and October 1 of each year and the Maturity Date. Interest shall be computed on the basis of the actual number of days elapsed in the period during which interest accrues and a year of 360 days. 2. Non-Business Days. Whenever any payment to be made by the Company hereunder shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day without change in any computation of interest with respect to such payment (or any succeeding payment). “Business Day” means any day other than a Saturday, Sunday or a legal holiday under the laws of the State of New York or any other day on which banking institutions located in the State of New York are authorized or required by law or other governmental action to close. 3. Subordination. The rights of the Lender to the principal sum and to any accrued interest shall remain subject and subordinate in right of payment (in accordance with 12 C.F.R. § 217.20(d), as supplemented by the Federal Reserve’s subordinated debt policy statement, 12 C.F.R. 250.166), to the claims of: (a) unaffiliated third party creditors of the Company holding senior indebtedness, which shall include, at a minimum, the following: (i) all borrowed and purchased money (except such borrowed or purchased money that by its terms expressly ranks pari passu with, or junior to, the Note); (ii) similar obligations arising from off-balance sheet guarantees and direct credit substitutes with unaffiliated third parties; and (iii) obligations with unaffiliated third parties associated with derivative products such as interest and foreign exchange rate contracts, commodity contracts, and similar arrangements; and (b) unaffiliated third party general creditors (collectively, “Senior Claims”). Upon dissolution or liquidation of the Company, no payment of principal, interest or premium (including post-default interest) shall be due and payable under the terms of this Note until all Senior Claims shall have been paid in full. The Note ranks equally with all of the Company’s other present or future Unsecured Subordinated Debt whenever issued, except any of its Unsecured Subordinated Debt which may be expressly stated to be subordinated to the Note. Not in limitation of the foregoing, the Note ranks pari passu with that certain $2,000,000 principal amount Term Note due October 1, 2025, issued by the Company to Community Funding CLO, Ltd. on October 15, 2015. The Note ranks senior to all current and future junior subordinated debt obligations, preferred stock, trust preferred securities and common stock of the Company. “Unsecured Subordinated Debt” means unsecured subordinated debt of the Company whether or not such debt is intended to qualify as Tier 2 capital under the applicable capital adequacy rules and regulations promulgated by the Federal Reserve. 4. Amendments and Waivers. The Note and the terms hereunder may only be amended or waived in accordance with the provisions of the Loan Agreement. Neither any failure nor any delay on the part of the Lender in exercising any right, power or privilege under this Note shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any other right, power or privilege. 5. Notices. All notices and other communications hereunder shall be in writing and, for purposes of this Note, shall be delivered in accordance with, and effective as provided in, the Loan Agreement.
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FORM OF SUBORDINATED NOTE DELMAR BANCORP 6.000% FIXED TO FLOATING RATE SUBORDINATED NOTE DUE JULY 1, 2030 THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OR FUND. THE INDEBTEDNESS EVIDENCED BY THIS SUBORDINATED NOTE IS SUBORDINATED AND JUNIOR IN RIGHT OF PAYMENT TO SENIOR INDEBTEDNESS (AS DEFINED IN SECTION 3 (SUBORDINATION) OF THIS SUBORDINATED NOTE) OF DELMAR BANCORP, A MARYLAND CORPORATION (THE “COMPANY”), INCLUDING OBLIGATIONS OF THE COMPANY TO ITS GENERAL AND SECURED CREDITORS AND IS UNSECURED. IT IS INELIGIBLE AS COLLATERAL FOR ANY EXTENSION OF CREDIT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES. IN THE EVENT OF LIQUIDATION, ALL HOLDERS OF SENIOR INDEBTEDNESS OF THE COMPANY SHALL BE ENTITLED TO BE PAID IN FULL WITH SUCH INTEREST AS MAY BE PROVIDED BY LAW BEFORE ANY PAYMENT SHALL BE MADE ON ACCOUNT OF PRINCIPAL OF OR INTEREST ON THIS SUBORDINATED NOTE. AFTER PAYMENT IN FULL OF ALL SUMS OWING TO SUCH HOLDERS OF SENIOR INDEBTEDNESS, THE HOLDER OF THIS SUBORDINATED NOTE, TOGETHER WITH THE HOLDERS OF ANY OBLIGATIONS OF THE COMPANY RANKING ON A PARITY WITH THE SUBORDINATED NOTES, SHALL BE ENTITLED TO BE PAID FROM THE REMAINING ASSETS OF THE COMPANY THE UNPAID PRINCIPAL AMOUNT OF THIS SUBORDINATED NOTE PLUS ACCRUED AND UNPAID INTEREST THEREON BEFORE ANY PAYMENT OR OTHER DISTRIBUTION, WHETHER IN CASH, PROPERTY OR OTHERWISE, SHALL BE MADE (I) WITH RESPECT TO ANY OBLIGATION THAT BY ITS TERMS EXPRESSLY IS JUNIOR IN THE RIGHT OF PAYMENT TO THE SUBORDINATED NOTES, (II) WITH RESPECT TO ANY INDEBTEDNESS BETWEEN THE COMPANY AND ANY OF ITS SUBSIDIARIES OR AFFILIATES OR (III) ON ACCOUNT OF ANY SHARES OF CAPITAL STOCK OF THE COMPANY. THIS SUBORDINATED NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS SUBORDINATED NOTE IN A DENOMINATION OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SUBORDINATED NOTE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PAYMENTS ON THIS SUBORDINATED NOTE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SUBORDINATED NOTE. THIS SUBORDINATED NOTE MAY BE SOLD ONLY IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS
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SUBORDINATED NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. CERTAIN ERISA CONSIDERATIONS: THE HOLDER OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SUBORDINATED NOTE, OR ANY INTEREST HEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER: (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF ANY SUCH PLAN OR OTHER PLAN TO FINANCE SUCH PURCHASE OR (II) SUCH PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT AVAILABLE UNDER APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. ANY FIDUCIARY OF ANY PLAN WHO IS CONSIDERING THE ACQUISITION OF THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN SHOULD CONSULT WITH HIS OR HER LEGAL COUNSEL PRIOR TO ACQUIRING THIS SUBORDINATED NOTE OR ANY INTEREST HEREIN.
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No. [_______ ___] CUSIP Accredited Investors: 247035 AB4 / US247035AB45 CUSIP QIBs: 247035 AA6 / US247035AA61 DELMAR BANCORP 6.000% FIXED TO FLOATING RATE SUBORDINATED NOTE DUE JULY 1, 2030 1. Subordinated Notes. This subordinated note is one of an issue of notes of Delmar Bancorp, a Maryland corporation (the “Company”), designated as the “6.000% Fixed to Floating Rate Subordinated Notes due July 1, 2030” (the “Subordinated Notes”) issued pursuant to that Subordinated Note Purchase Agreement, dated as of the date upon which this Subordinated Note was originally issued (the “Issue Date”), between the Company and the one or more purchasers of the Subordinated Notes identified in the signature pages thereto (the “Purchase Agreement”). 2. Payment. The Company, for value received, promises to pay to [_____], or its registered assigns, the principal sum of [_____] Dollars (U.S.) ($[_____]) plus accrued but unpaid interest on July 1, 2030 (the “Maturity Date”) and to pay interest thereon (i) from and including the original issue date of the Subordinated Notes to but excluding July 1, 2025 or the earlier redemption date contemplated by Section 4 (Redemption) of this Subordinated Note (the “Fixed Rate Period”), at the rate of 6.000% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and payable semi-annually in arrears on January 1 and July 1 of each year (each payment date, a “Fixed Interest Payment Date”), beginning January 1, 2021, and (ii) from and including July 1, 2025 to but excluding the Maturity Date or earlier redemption date contemplated by Section 4 (Redemption) of this Subordinated Note (the “Floating Rate Period”), at the rate per annum, reset quarterly, equal to the Floating Interest Rate (as defined below) determined on the Floating Interest Determination Date (as defined below) of the applicable interest period plus 590 basis points, computed on the basis of a 360-day year and the actual number of days elapsed and payable quarterly in arrears (each quarterly period, a “Floating Interest Period”) on January 1, April 1, July 1, and October 1 of each year (each payment date, a “Floating Interest Payment Date”). Dollar amounts resulting from this calculation shall be rounded to the nearest cent, with one-half cent being rounded up. The term “Floating Interest Determination Date” means the date upon which the Floating Interest Rate is determined by the Calculation Agent (as defined below) pursuant to the Three-Month Term SOFR Conventions (as defined below). (a) An “Interest Payment Date” is either a Fixed Interest Payment Date or a Floating Interest Payment Date, as applicable. (b) The “Floating Interest Rate” means: (i) initially Three-Month Term SOFR (as defined below). (ii) Notwithstanding the foregoing clause (i) of this Section 2(b):
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(1) If the Calculation Agent, reasonably determines in good faith prior to the relevant Floating Interest Determination Date that a Benchmark Transition Event and its related Benchmark Replacement Date (each of such terms as defined below) have occurred with respect to Three-Month Term SOFR, then the Company shall promptly provide notice of such determination to the Noteholders (as defined below) and Section 2(c) (Effect of Benchmark Transition Event) will thereafter apply to all determinations, calculations and quotations made or obtained for the purposes of calculating the Floating Interest Rate payable on the Subordinated Notes during a relevant Floating Interest Period. (2) However, if the Calculation Agent reasonably determines in good faith that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR, but for any reason the Benchmark Replacement has not been determined as of the relevant Floating Interest Determination Date, the Floating Interest Rate for the applicable Floating Interest Period will be equal to the Floating Interest Rate on the last Floating Interest Determination Date for the Subordinated Notes, as determined by the Calculation Agent. (iii) If the then-current Benchmark is Three-Month Term SOFR and any of the foregoing provisions concerning the calculation of the interest rate and the payment of interest during the Floating Rate Period are inconsistent with any of the Three-Month Term SOFR Conventions determined by the Company, then the relevant Three-Month Term SOFR Conventions will apply. (c) Effect of Benchmark Transition Event. (i) If the Calculation Agent reasonably determines in good faith that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time (as defined below) in respect of any determination of the Benchmark (as defined below) on any date, the Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Subordinated Notes during the relevant Floating Interest Period in respect of such determination on such date and all determinations on all subsequent dates. (ii) In connection with the implementation of a Benchmark Replacement, the Company will have the right to make Benchmark Replacement Conforming Changes from time to time, and such changes shall become effective without consent from the relevant Noteholders or any other party. (iii) Any determination, decision or election that may be made by the Company or by the Calculation Agent pursuant to the benchmark transition provisions set forth herein, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, and any decision to take or refrain from taking any action or any selection:
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(1) will be conclusive and binding absent manifest error; (2) if made by the Company, will be made in the Company’s sole discretion; (3) if made by the Calculation Agent, will be made after consultation with the Company, and the Calculation Agent will not make any such determination, decision or election to which the Company reasonably objects; and (4) notwithstanding anything to the contrary in this Subordinated Note or the Purchase Agreement, shall become effective without consent from the relevant Noteholders or any other party. (iv) For the avoidance of doubt, after a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, interest payable on this Subordinated Note for the Floating Rate Period will be an annual rate equal to the sum of the applicable Benchmark Replacement and the spread specified on the face hereof. (v) As used in this Subordinated Note, the following terms have the meanings as set forth below: (1) “Benchmark” means, initially, Three-Month Term SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement. (2) “Benchmark Replacement” means the Interpolated Benchmark with respect to the then-current Benchmark; provided that if (a) the Calculation Agent cannot determine the Interpolated Benchmark as of the Benchmark Replacement Date or (b) the then-current Benchmark is Three-Month Term SOFR and a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Three-Month Term SOFR (in which event no Interpolated Benchmark with respect to Three-Month Term SOFR shall be determined), then “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Calculation Agent, as of the Benchmark Replacement Date: a. The sum of (i) Compounded SOFR and (ii) the Benchmark Replacement Adjustment; b. the sum of: (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (ii) the Benchmark Replacement Adjustment; c. the sum of: (i) the ISDA Fallback Rate and (ii) the Benchmark Replacement Adjustment; d. the sum of: (i) the alternate rate of interest that has been selected by the Company as the replacement for the then-current
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Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (ii) the Benchmark Replacement Adjustment. (3) “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Calculation Agent, as of the Benchmark Replacement Date: a. the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; b. if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; c. the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated floating rate notes at such time. (4) “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Floating Interest Period,” timing and frequency of determining rates with respect to each Floating Interest Period and making payments of interest, rounding of amounts or tenors and other administrative matters) that the Company reasonably decides in good faith may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company reasonably decides in good faith that adoption of any portion of such market practice is not administratively feasible or if the Company reasonably determines in good faith that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company determines in good faith is reasonably necessary). (5) “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: a. in the case of clause (a) of the definition of “Benchmark Transition Event,” the relevant Reference Time in respect of any determination; b. in the case of clause (b) or (c) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public
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statement or publication of information referenced therein and (ii) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or c. a in the case of clause (d) of the definition of “Benchmark Transition Event,” the date of such public statement or publication of information referenced therein. For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for purposes of such determination. (6) “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: a. if the Benchmark is Three-Month Term SOFR, (i) the Relevant Governmental Body has not selected or recommended a forward-looking term rate for a tenor of three months based on SOFR, (ii) the development of a forward-looking term rate for a tenor of three months based on SOFR that has been recommended or selected by the Relevant Governmental Body is not complete or (iii) the Company reasonably determines in good faith that the use of a forward-looking rate for a tenor of three months based on SOFR is not administratively feasible; b. a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; c. a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or d. a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.
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(7) “Calculation Agent” means such bank or other entity as may be appointed by the Company to act as Calculation Agent for the Subordinated Notes during the Floating Rate Period, which entity may, but need not, be the Company or an Affiliate (as defined below) of the Company. (8) “Compounded SOFR” means the compounded average of SOFRs for the applicable Corresponding Tenor, with the rate, or methodology for this rate, and conventions for this rate being established by the Company or its designee in accordance with: a. the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that: b. if, and to the extent that, the Company or its designee reasonably determines in good faith that Compounded SOFR cannot be determined in accordance with clause (a) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by the Company or its designee giving due consideration to any industry- accepted market practice for U.S. dollar denominated floating rate notes at such time. For the avoidance of doubt, the calculation of Compounded SOFR will exclude the Benchmark Replacement Adjustment. (9) “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding Business Day adjustment) as the applicable tenor for the then-current Benchmark. (10) “FRBNY” means the Federal Reserve Bank of New York. (11) “FRBNY’s Website” means the website of the FRBNY at http://www.newyorkfed.org, or any successor source. (12) “Interpolated Benchmark” with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor and (2) the Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor. (13) “ISDA” means the International Swaps and Derivatives Association, Inc. or any successor thereto. (14) “ISDA Definitions” means the 2006 ISDA Definitions published by the ISDA or any successor thereto, as amended or supplemented from time to
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time, or any successor definitional booklet for interest rate derivatives published from time to time. (15) “ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor. (16) “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment. (17) “Reference Time” with respect to any determination of a Benchmark means (1) if the Benchmark is Three-Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions, and (2) if the Benchmark is not Three- Month Term SOFR, the time determined by the Calculation Agent after giving effect to the Benchmark Replacement Conforming Changes. (18) “Relevant Governmental Body” means the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and/or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve and/or the FRBNY or any successor thereto. (19) “SOFR” means the daily Secured Overnight Financing Rate provided by the FRBNY, as the administrator of the benchmark (or a successor administrator), on the FRBNY’s Website. (20) “Term SOFR” means the forward-looking term rate for the Corresponding Tenor based on SOFR that has been selected or recommended by the Relevant Governmental Body. (21) “Term SOFR Administrator” means any entity designated by the Relevant Governmental Body as the administrator of Term SOFR (or a successor administrator). (22) “Three-Month Term SOFR” means the rate for Term SOFR for a tenor of three months that is published by the Term SOFR Administrator at the Reference Time for any Floating Interest Period, as determined by the Calculation Agent after giving effect to the Three-Month Term SOFR Conventions; provided, however, that in the event Three-Month Term SOFR calculated as described in the foregoing clause is less than zero, Three-Month Term SOFR shall be deemed to be zero.
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(23) “Three-Month Term SOFR Conventions” means any determination, decision or election with respect to any technical, administrative or operational matter (including with respect to the manner and timing of the publication of Three-Month Term SOFR, or changes to the definition of “Floating Interest Period”, timing and frequency of determining Three-Month Term SOFR with respect to each Floating Interest Period and making payments of interest, rounding of amounts or tenors, and other administrative matters) that the Company reasonably decides in good faith may be appropriate to reflect the use of Three-Month Term SOFR as the Benchmark in a manner substantially consistent with market practice (or, if the Company reasonably decides in good faith that adoption of any portion of such market practice is not administratively feasible or if the Company reasonably determines in good faith that no market practice for the use of Three- Month Term SOFR exists, in such other manner as the Company determines in good faith is reasonably necessary). (24) “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. (d) In the event that any Fixed Interest Payment Date during the Fixed Rate Period falls on a day that is not a Business Day (as defined below), the interest payment due on that date shall be postponed to the next day that is a Business Day and no additional interest shall accrue as a result of that postponement. In the event that any Floating Interest Payment Date during the Floating Rate Period falls on a day that is not a Business Day (as defined below), the interest payment due on that date shall be postponed to the next day that is a Business Day and interest shall accrue to but excluding the date interest is paid. However, if the postponement would cause the day to fall in the next calendar month during the Floating Interest Period, the Floating Interest Payment Date shall instead be brought forward to the immediately preceding Business Day. The term “Business Day” means any day other than a Saturday or Sunday or any other day on which banking institutions in the State of Maryland are permitted or required by law or executive order to be closed. 3. Subordination. (a) The indebtedness of the Company evidenced by this Subordinated Note, including the principal and interest on this Subordinated Note, shall be subordinate and junior in right of payment to the prior payment in full of all existing claims of creditors of the Company whether now outstanding or subsequently created, assumed, guaranteed or incurred (collectively, “Senior Indebtedness”), which shall consist of principal of (and premium, if any) and interest, if any, on: (i) all indebtedness and obligations of, or guaranteed or assumed by, the Company for money borrowed, whether or not evidenced by bonds, debentures, securities, notes or other similar instruments; (ii) any deferred obligations of the Company for the payment of the purchase price of property or assets acquired other than in the ordinary course of business; (iii) all obligations, contingent or otherwise, of the Company in respect of any letters of credit, bankers’ acceptances, security purchase facilities and similar direct credit substitutes; (iv) any capital lease obligations of the Company; (v) all obligations of the Company in respect of interest rate swap, cap or other agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts, commodity contracts and other similar
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arrangements or derivative products; (vi) all obligations that are similar to those in clauses (i) through (v) of other Persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise arising from an off-balance sheet guarantee; (vii) all obligations of the types referred to in clauses (i) through (vi) of other Persons secured by a lien on any property or asset of the Company; and (viii) in the case of (i) through (vii) above, all amendments, renewals, extensions, modifications and refundings of such indebtedness and obligations; except “Senior Indebtedness” does not include (A) the Subordinated Notes, (B) any obligation that by its terms expressly is junior to, or ranks equally in right of payment with, the Subordinated Notes, or (C) any indebtedness between the Company and any of its subsidiaries or Affiliates. This Subordinated Note is not secured by any assets of the Company or any of its subsidiaries or Affiliates. The term “Affiliate(s)” means, with respect to any Person, such Person’s immediate family members, partners, members or parent and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with said Person and their respective Affiliates. The term “Person” as used in this Subordinated Note means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof or any other entity or organization. The term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. (b) In the event of any liquidation of the Company, holders of Senior Indebtedness of the Company shall be entitled to be paid in full with such interest as may be provided by law before any payment shall be made on account of principal of or interest on this Subordinated Note. Additionally, in the event of any insolvency, dissolution, assignment for the benefit of creditors or any liquidation or winding up of or relating to the Company, whether voluntary or involuntary, holders of Senior Indebtedness shall be entitled to be paid in full before any payment shall be made on account of the principal of or interest on the Subordinated Notes, including this Subordinated Note. In the event of any such proceeding, after payment in full of all sums owing with respect to the Senior Indebtedness, the registered holders of the Subordinated Notes from time to time (each a “Noteholder” and, collectively, the “Noteholders”), together with the holders of any obligations of the Company ranking on parity with the Subordinated Notes, shall be entitled to be paid from the remaining assets of the Company the unpaid principal thereof, and the unpaid interest thereon before any payment or other distribution, whether in cash, property or otherwise, shall be made (i) with respect to any obligation that by its terms expressly is junior to in the right of payment to the Subordinated Notes, (ii) with respect to any indebtedness between the Company and any of its subsidiaries or Affiliates or (iii) on account of any capital stock. (c) If there shall have occurred and be continuing (i) a default in any payment with respect to any Senior Indebtedness or (ii) an event of default with respect to any Senior Indebtedness as a result of which the maturity thereof is accelerated, unless and until such payment default or event of default shall have been cured or waived or shall have ceased to exist, no payments shall be made by the Company with respect to the Subordinated Notes. The
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provisions of this paragraph shall not apply to any payment with respect to which the immediately preceding paragraph of this Section 3 (Subordination) would be applicable. (d) Nothing herein shall act to prohibit, limit or impede the Company from issuing additional debt of the Company having the same rank as the Subordinated Notes or which may be junior or senior in rank to the Subordinated Notes. Each Noteholder, by its acceptance hereof, further acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration for each holder of any Senior Indebtedness, whether such Senior Indebtedness was created or acquired before or after the issuance of the Subordinated Notes, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness, and such holder of Senior Indebtedness shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold or in continuing to hold such Senior Indebtedness. 4. Redemption. (a) Redemption Prior to Fifth Anniversary. This Subordinated Note shall not be redeemable by the Company in whole or in part prior to July 1, 2025, except in the event of a: (i) Tier 2 Capital Event (as defined below); (ii) Tax Event (as defined below); or (iii) Investment Company Event (as defined below). Upon the occurrence of a Tier 2 Capital Event, a Tax Event or an Investment Company Event, the Company may redeem this Subordinated Note, subject to Section 4(f) (Regulatory Approvals) hereof, in whole or in part at any time, upon giving not less than ten (10) business days’ notice to the holder of this Subordinated Note at an amount equal to 100% of the outstanding principal amount being redeemed plus accrued but unpaid interest, to but excluding the redemption date. “Tier 2 Capital Event” means the receipt by the Company of an opinion of counsel to the Company to the effect that there is, or within one hundred twenty (120) days after receipt of such opinion there will be, a material risk that this Subordinated Note does not qualify as “Tier 2” Capital (as defined by the Federal Reserve) (or its then equivalent) as a result of a change in law or regulation, or interpretation or application thereof, by any judicial, legislative or regulatory authority that becomes effective after the date of issuance of this Subordinated Note. “Tax Event” means the receipt by the Company of an opinion of counsel to the Company that as a result of any amendment to, or change (including any final and adopted (or enacted) prospective change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, there exists a material risk that interest payable by the Company on the Subordinated Notes is not, or within one hundred twenty (120) days after the receipt of such opinion will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes. “Investment Company Event” means the receipt by the Company of an opinion of counsel to the Company to the effect that there is a material risk that the Company is or, within one hundred twenty (120) days after the receipt of such opinion will be, required to register as an investment company pursuant to the Investment Company Act of 1940, as amended. (b) Redemption on or after Fifth Anniversary. On or after July 1, 2025, subject to the provisions of Section 4(f) (Regulatory Approvals) hereof, this Subordinated Note shall be redeemable at the option of and by the Company, in whole or in part from time to time upon any
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Interest Payment Date, at an amount equal to 100% of the outstanding principal amount being redeemed plus accrued but unpaid interest, to but excluding the redemption date, but in all cases in a principal amount with integral multiples of $1,000. In addition, the Company may redeem all or a portion of the Subordinated Notes, at any time upon the occurrence of a Tier 2 Capital Event, Tax Event or an Investment Company Event. (c) Partial Redemption. If less than the then-outstanding principal amount of this Subordinated Note is redeemed, (i) a new Subordinated Note shall be issued representing the unredeemed portion without charge to the Noteholder and (ii) such redemption shall be effected on a pro rata basis as to the Noteholders. For purposes of clarity, upon a partial redemption, a like percentage of the principal amount of every Subordinated Note held by every Noteholder shall be redeemed. (d) No Redemption at Option of Noteholder. This Subordinated Note is not subject to redemption at the option of the Noteholder. (e) Effectiveness of Redemption. If notice of redemption has been duly given and notwithstanding that this Subordinated Note has been called for redemption but has not yet been surrendered for cancellation, on and after the date fixed for redemption interest shall cease to accrue on the portion of this Subordinated Note called for redemption, this Subordinated Note shall no longer be deemed outstanding with respect to the portion called for redemption and all rights with respect to the portion of this Subordinated Note called for redemption shall forthwith on such date fixed for redemption cease and terminate unless the Company shall default in the payment of the redemption price, except only the right of the Noteholder to receive the amount payable on such redemption, without interest. For purposes of clarity, any redemption made pursuant to the terms of this Subordinated Note shall be made on a pro rata basis, and, to the extent applicable and for purposes of a redemption processed through The Depository Trust Company (DTC), on a “Pro Rata Pass-Through Distribution of Principal” basis, among all of the Subordinated Notes outstanding at the time thereof. (f) Regulatory Approvals. Any redemption pursuant to this Section 4 shall be subject to receipt of any and all required federal and state regulatory approvals or non-objections, including, but not limited to, the consent of the Federal Reserve. In the case of any redemption of this Subordinated Note pursuant to paragraphs (b) or (c) of this Section 4, the Company will give the Noteholder notice of redemption, which notice shall indicate the aggregate principal amount of Subordinated Notes to be redeemed, not less than thirty (30) nor more than forty-five (45) calendar days prior to the redemption date. (g) Purchase and Resale of the Subordinated Notes. Subject to any required federal and state regulatory approvals and the provisions of this Subordinated Note, the Company shall have the right to purchase any of the Subordinated Notes at any time in the open market, private transactions or otherwise. If the Company purchases any Subordinated Notes, it may, in its discretion, hold, resell or cancel any of the purchased Subordinated Notes. 5. Events of Default; Acceleration; Compliance Certificate.
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Notwithstanding any cure periods provided for below, the Company shall promptly (but in no event later than five (5) Business Days following the Company becoming aware of the occurrence of such event) notify the Noteholders in writing when the Company becomes aware of the happening of any event described below. Regardless of whether the Company has provided the forgoing notice, each of the following events shall constitute an “Event of Default”: (a) the entry of a decree or order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary case or proceeding under any applicable bankruptcy, insolvency, or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, and such decree or order will have continued unstayed and in effect for a period of sixty (60) consecutive calendar days; (b) the commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, or the consent by the Company to the entry of a decree or order for relief in an involuntary case or proceeding under any such law; (c) the Company (i) becomes insolvent or is unable to pay its debts as they mature, (ii) makes an assignment for the benefit of creditors, (iii) admits in writing its inability to pay its debts as they mature or (iv) ceases to be a bank holding company under the Bank Holding Company Act of 1956, as amended; (d) the failure of the Company to pay any installment of interest on any of the Subordinated Notes as and when the same will become due and payable, and the continuation of such failure for a period of fifteen (15) calendar days; (e) the failure of the Company to pay all or any part of the principal of any of the Subordinated Notes as and when the same will become due and payable; (f) the liquidation of the Company (for the avoidance of doubt, “liquidation” does not include any merger, consolidation, sale of equity or assets or reorganization (exclusive of a reorganization in bankruptcy) of the Company or any of its subsidiaries); (g) the failure of the Company to perform any other covenant or agreement on the part of the Company contained in this Subordinated Note, and the continuation of such failure for a period of thirty (30) days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have been given, in the manner set forth in Section 21 (Notices), to the Company by a Noteholder; (h) the default by the Company under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company having an aggregate principal amount outstanding of at least $1,000,000, whether such indebtedness now exists or is created or incurred in the future, which default (i) constitutes a failure to pay any portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace period or
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(ii) results in such indebtedness becoming due or being declared due and payable prior to the date on which it otherwise would have become due and payable without, in the case of clause (i), such indebtedness having been discharged or, in the case of clause (ii), without such indebtedness having been discharged or such acceleration having been rescinded or annulled; or (i) any certification made to any Noteholder pursuant to the Purchase Agreement by the Company or otherwise made in writing to any Noteholder in connection with or as contemplated by the Purchase Agreement or this Subordinated Note by the Company shall be materially incorrect or false as of the delivery date of such certification, or any representation to any Noteholder by the Company as to the financial condition or credit standing of the Company is or proves to be materially false or misleading. Unless the principal amount of this Subordinated Note already shall have become due and payable, if an Event of Default set forth in Section 5(a) or Section 5(b) above shall have occurred and be continuing, then the principal amount of this Subordinated Note, and accrued and unpaid interest, if any, on the Subordinated Note will become and be immediately due and payable without any declaration or other act on the part of the Noteholder, and the Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Notwithstanding the foregoing, because the Company treats the Subordinated Notes as Tier 2 Capital, upon the occurrence of an Event of Default other than an Event of Default described in Section 5(a) or Section 5(b), no Noteholder may accelerate the Maturity Date of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable. The Company, within forty-five (45) calendar days after the receipt of written notice from any Noteholder of the occurrence of an Event of Default with respect to this Subordinated Note, shall mail to all Noteholders, at their addresses shown on the Security Register (as defined in Section 13 (Registration of Transfer, Security Register) below), such written notice of Event of Default, unless such Event of Default shall have been cured or waived before the giving of such notice as certified by the Company in writing. 6. Failure to Make Payments. In the event of an Event of Default under Section 5(d) or Section 5(e) above, the Company will, upon demand of the Noteholder, pay to the Noteholder the amount then due and payable on this Subordinated Note for principal and interest (without acceleration of the Subordinated Note in any manner), with interest on the overdue principal and interest at the per annum rate borne by this Subordinated Note, to the extent permitted by applicable law. If the Company fails to pay such amount upon such demand, the Noteholder may, among other things, institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company and collect the amounts adjudged or decreed to be payable in the manner provided by law out of the property of the Company. Upon the occurrence of an Event of Default, until such Event of Default is cured by the Company or waived by the Noteholders in accordance with Section 17 (Waiver and Consent) hereof, except as may be required by any federal or state bank regulatory agency, the Company shall not: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or
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make a liquidation payment with respect to, any of the Company’s capital stock; (b) make any payment of principal or interest or premium, if any, on or repay, repurchase or redeem any indebtedness of the Company that ranks equal with or junior to the Subordinated Notes; or (c) make any payments under any guarantee that ranks equal with or junior to the Subordinated Notes, other than: (i) any dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, any class of the Company’s common stock; (ii) any declaration of a non-cash dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; (iii) as a result of a reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock; (iv) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; or (v) purchases of any class of the Company’s common stock related to the issuance of common stock or rights under any benefit plans for the Company’s directors, officers or employees or any of the Company’s dividend reinvestment plans (including, without limitation, any repurchases or acquisitions in connection with the forfeiture of any stock award, cashless or net exercise of any option, or acceptance of common stock in lieu of an award recipient’s tax obligations under any equity award) (the foregoing clauses (i) through (v) are collectively referred to as the “Permitted Dividends”). The limitations imposed by the provisions of this Section 6 shall apply whether or not the Noteholder has notified the Company of an Event of Default. 7. Affirmative Covenants of the Company; Compliance Certificate. (a) Notice of Certain Events. To the extent permitted by applicable statute, rule or regulation, the Company shall provide written notice to the Noteholder, at its addresses shown on the Security Register, of the occurrence of any of the following events as soon as practicable, but in no event later than fifteen (15) Business Days following the Company becoming aware of the occurrence of such event: (i) The total risk-based capital ratio, Tier 1 risk-based capital ratio, common equity Tier 1 risk-based capital ratio or leverage ratio of either The Bank of Delmarva or Virginia Partners Bank, the Company’s subsidiary banks (each individually, a “Bank” and collectively, the “Banks”), becomes less than ten percent (10.0%), eight percent (8.0%), six and one-half percent (6.50%) or five percent (5.0%), respectively, as of the end of any calendar quarter (provided that, to the extent either Bank has opted into the community bank leverage ratio framework, no notice need be given until such Bank ceases to be a qualifying community banking organization, as defined under 12 CFR § 3.12); (ii) The Company, or any of the Company’s subsidiaries, or any officer of the Company (in such capacity), becomes subject to any formal, written regulatory enforcement action (as defined by the applicable state or federal bank regulatory authority);
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(iii) The ratio of non-performing assets to total assets of either Bank, as calculated by the Company in the ordinary course of business and consistent with past practices, becomes greater than five percent (5.0%), as of the end of any calendar quarter; (iv) The appointment, resignation, removal or termination of the chief executive officer, president, chief operating officer, chief financial officer, chief credit officer, chief lending officer or any director of the Company; (v) There is a change known to the Company in ownership of 25% or more of the outstanding securities of the Company entitled to vote for the election of directors; or (vi) The Company issues any additional Indebtedness. (b) Payment of Principal and Interest. The Company covenants and agrees for the benefit of the Noteholder that it will duly and punctually pay the principal of, and interest on, this Subordinated Note, in accordance with the terms hereof. (c) Maintenance of Office. The Company will maintain an office or agency in the City of Salisbury, Maryland where Subordinated Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Company in respect of the Subordinated Notes may be served. The Company may also from time to time designate one or more other offices or agencies where the Subordinated Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the State of Maryland. The Company will give prompt written notice to the Noteholders of any such designation or rescission and of any change in the location of any such other office or agency. (d) Corporate Existence. The Company will do or cause to be done all things necessary to preserve and keep in full force and effect: (i) the corporate existence of the Company; (ii) the existence (corporate or other) of each subsidiary of the Company and the Banks; and (iii) the rights (constituent governing documents and statutory), licenses and franchises of the Company and each subsidiary of the Company and the Banks; provided, however, that the Company will not be required to preserve the existence (corporate or other) of any of its subsidiaries (other than the Banks) or any such right, license or franchise of the Company or any of its subsidiaries (other than the Banks) if the Board of Directors of the Company determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and its subsidiaries taken as a whole and that the loss thereof will not be disadvantageous in any material respect to the Noteholders; provided further that the Company may in its discretion merge the Banks into one another. (e) Maintenance of Properties. The Company will, and will cause each subsidiary of the Company and the Banks to, cause all its properties used or useful in the conduct of its
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business to be maintained and kept in good condition, repair and working order, ordinary wear and tear excepted, and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 7(e) will prevent the Company or any subsidiary from discontinuing the operation and maintenance of any of their respective properties if such discontinuance is, in the reasonable judgment of the Board of Directors of the Company or of any subsidiary, as the case may be, desirable in the conduct of its business and that the discontinuance thereof will not be disadvantageous in any material respect to the Noteholders. (f) Waiver of Certain Covenants. The Company may omit in any particular instance to comply with any term, provision or condition set forth in Section 7(c) (Maintenance of Office), Section 7(d) (Corporate Existence), or Section 7(e) (Maintenance of Properties) above, with respect to this Subordinated Note if before the time for such compliance the Noteholders of at least a majority in aggregate principal amount of the outstanding Subordinated Notes, by act of such Noteholders, either will waive such compliance in such instance or generally will have waived compliance with such term, provision or condition, but no such waiver will extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver will become effective, the obligations of the Company in respect of any such term, provision or condition will remain in full force and effect. (g) Tier 2 Capital. If all or any portion of the Subordinated Notes ceases to qualify for inclusion as Tier 2 Capital, other than due to the limitation imposed on the capital treatment of subordinated debt during the five (5) years immediately preceding the Maturity Date of the Subordinated Notes, the Company will immediately notify the Noteholders and thereafter the Company and the Noteholders will work together in good faith to execute and deliver all agreements as reasonably necessary in order to restructure the applicable portions of the obligations evidenced by the Subordinated Notes to qualify as Tier 2 Capital; provided, however, that nothing contained in this Section 7(g) (Tier 2 Capital) shall limit the Company’s right to redeem the Subordinated Notes upon the occurrence of a Tier 2 Capital Event pursuant to Section 4(a) (Redemption Prior to Fifth Anniversary) or Section 4(b) (Redemption on or after Fifth Anniversary). (h) Compliance with Laws. The Company and each subsidiary of the Company and the Banks shall comply with the requirements of all laws, regulations, orders and decrees applicable to it or its properties, except for such noncompliance that would not reasonably be expected to have a Material Adverse Effect (as such term is defined in the Purchase Agreement). (i) Taxes and Assessments. The Company shall punctually pay and discharge all material taxes, assessments, and other governmental charges or levies imposed upon it or upon its income or upon any of its properties; provided, however, that no such taxes, assessments or other governmental charges need be paid if they are being contested in good faith by the Company. (j) Financial Statements; Access to Records.
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(i) Not later than forty-five (45) days following the end of each quarterly period for which the Company has not submitted a Consolidated Financial Statements for Holding Companies Reporting Form FR Y-9C to the Federal Reserve, upon request, the Company shall provide the Noteholder with a copy of the Company’s unaudited consolidated balance sheet and statement of income (loss) for and as of the end of such immediately preceding fiscal quarter, prepared in accordance with past practice. Quarterly financial statements, if required herein, shall be unaudited and need not comply with GAAP. (ii) Not later than one hundred twenty (120) days from the end of each fiscal year, upon request the Company shall provide the Noteholder with copies of the Company’s audited financial statements consisting of the consolidated balance sheet of the Company as of the fiscal year end and the related statements of income (loss) and retained earnings, stockholders’ equity and cash flows for the fiscal year then ended. Such financial statements shall be prepared in accordance with GAAP applied on a consistent basis throughout the period involved. (k) Company Statement as to Compliance. The Company will deliver to Noteholder, within one hundred twenty (120) days after the end of each fiscal year, an Officer’s Certificate covering the preceding calendar year, stating whether or not, to the best of his or her knowledge, (i) the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Subordinated Note (without regard to notice requirements or periods of grace) and if the Company will be in default, specifying all such defaults and the nature and status thereof of which he or she may have knowledge; and (ii) any event or events have occurred that in the reasonable judgment of the management of the Company would have a Material Adverse Effect. 8. Negative Covenants of the Company. (a) Limitation on Dividends. The Company shall not declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company if the Company is not “well capitalized” for regulatory purposes immediately prior to the declaration of such dividend or distribution, except for Permitted Dividends. (b) Merger or Sale of Assets. The Company shall not merge into another entity or convey, transfer or lease substantially all of its properties and assets to any Person, unless: (i) the continuing entity into which the Company is merged or the Person which acquires by conveyance or transfer or which leases substantially all of the properties and assets of the Company shall be a corporation, association or other legal entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes the due and punctual payment of the principal of and any premium and interest on the Subordinated Notes according to their terms, and the due and punctual performance of all covenants and conditions hereof on the part of the Company
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to be performed or observed; provided, however, that no express assumption shall be required by any successor by merger to the Company to the extent such legal successor assumes the Company’s obligations hereunder by operation of law; and (ii) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing. (c) Continuance of Business. Other than in connection with a transaction which complies with Section 8(b), the Company shall not take any action, omit to take any action or enter into any other transaction that would have the effect of: (i) the Company ceasing to be a bank holding company under the Bank Holding Company Act of 1956, as amended (provided, however, for the avoidance of doubt, nothing herein is intended to prohibit Company from electing to be a financial holding company or, following such an election, exiting financial holding company status), (ii) the liquidation or dissolution of the Company or either Bank, (iii) either Bank ceasing to be an “insured depository institution” under Section 3(c)(2) of the Federal Deposit Insurance Act, as amended or (iv) the Company owning less than one hundred percent (100%) of the capital stock of either Bank; provided, however, for the avoidance of doubt, nothing in this Section shall prohibit the Company from restructuring either or both of the Banks to conduct business under a single banking charter. 9. Denominations. The Subordinated Notes are issuable only in registered form without interest coupons in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. 10. Charges and Transfer Taxes. No service charge will be made for any registration of transfer or exchange of this Subordinated Note, or any redemption or repayment of this Subordinated Note, or any conversion or exchange of this Subordinated Note for other types of securities or property, but the Company may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the transfer or exchange of this Subordinated Note from the Noteholder requesting such transfer or exchange. 11. Payment Procedures. Payment of the principal and interest payable on the Maturity Date will be made by check, by wire transfer or by Automated Clearing House (ACH) transfer in immediately available funds to a bank account in the United States designated by the registered Noteholder if such Noteholder shall have previously provided wire or ACH instructions to the Company, upon presentation and surrender of this Subordinated Note at the Payment Office (as defined in Section 21 (Notices) below) or at such other place or places as the Company shall designate by notice to the registered Noteholders as the Payment Office, provided that this Subordinated Note is presented to the Company in time for the Company to make such payments in such funds in accordance with its normal procedures. Payments of interest (other than interest payable on the Maturity Date) shall be made on each Interest Payment Date by wire transfer in immediately available funds or check mailed to the registered Noteholder, as such Person’s address appears on the Security Register. Interest payable on any Interest Payment Date
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shall be payable to the Noteholder in whose name this Subordinated Note is registered at the close of business on the fifteenth (15th) calendar day prior to the applicable Interest Payment Date, without regard to whether such date is a Business Day, except that interest not paid on the Interest Payment Date, if any, will be paid to the holder in whose name this Subordinated Note is registered at the close of business on a special record date fixed by the Company (a “Special Record Date”), notice of which shall be given to the Noteholder not less than ten (10) calendar days prior to such Special Record Date. To the extent permitted by applicable law, interest shall accrue, at the rate at which interest accrues on the principal of this Subordinated Note, on any amount of principal or interest on this Subordinated Note not paid when due. All payments on this Subordinated Note shall be applied first against costs and expenses of the Noteholder, if any, for which the Company is liable under this Subordinated Note; then against interest due hereunder; and then against principal due hereunder. The Noteholder acknowledges and agrees that the payment of all or any portion of the outstanding principal amount of this Subordinated Note and all interest hereon shall be pari passu in right of payment and in all other respects to the other Subordinated Notes. In the event that the Noteholder receives payments in excess of the Noteholder’s pro rata share of the Company’s payments to the holders of all of the Subordinated Notes, then the Noteholder shall hold in trust all such excess payments for the benefit of the other Noteholders and shall pay such amounts held in trust to such other holders upon demand by such Noteholders. 12. Form of Payment. Payments of principal of and interest on this Subordinated Note shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. 13. Registration of Transfer, Security Register. Except as otherwise provided herein, or in the Purchase Agreement between Noteholder and the Company, and subject to limitations on transfer under applicable state and federal securities laws, this Subordinated Note is transferable in whole or in part, and may be exchanged for a like aggregate principal amount of Subordinated Notes of other authorized denominations, by the Noteholder in person, or by its attorney duly authorized in writing, at the Payment Office or the offices of the Registrar. The Company or its agent (the “Registrar”) shall maintain a register providing for the registration of the Subordinated Notes and any exchange or transfer thereof (the “Security Register”). Upon surrender or presentation of this Subordinated Note for exchange or registration of transfer, the Company or the Registrar shall execute and deliver in exchange therefor a Subordinated Note or Subordinated Notes of like aggregate principal amount, each in a minimum denomination of $100,000 or any amount in excess thereof which is an integral multiple of $1,000 (and, in the absence of an opinion of counsel satisfactory to the Company to the contrary, bearing the restrictive legend(s) set forth hereinabove) and that is or are registered in such name or names requested by the Noteholder. Any Subordinated Note presented or surrendered for registration of transfer or for exchange shall be duly endorsed and accompanied by a written instrument of transfer in such form as is attached hereto and incorporated herein, duly executed by the Noteholder or its attorney duly authorized in writing, with such tax identification number (including, without limitation, an appropriate and properly executed Internal Revenue Service Form W-9 or appropriate type of Form W-8) or other information for each Person in whose name a Subordinated Note is to be issued, and accompanied by evidence of compliance with any restrictive legend(s) appearing on such Subordinated Note or Subordinated Notes as the
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Company may reasonably request to comply with applicable law. No exchange or registration of transfer of this Subordinated Note shall be made on or after (i) the fifteenth (15th) day immediately preceding the Maturity Date or (ii) the due delivery of notice of redemption. 14. Successors and Assigns. This Subordinated Note shall be binding upon the Company and inure to the benefit of the Noteholder and its respective successors and permitted assigns. The Noteholder may assign all, or any part of, or any interest in, the Noteholder’s rights and benefits hereunder only to the extent and in the manner permitted by the terms of this Subordinated Note, the Purchase Agreement, and under applicable securities laws and regulations. To the extent of any such assignment, such assignee shall have the same rights and benefits against the Company and shall agree to be bound by and to comply with the terms and conditions of the Purchase Agreement as it would have had if it were the Noteholder hereunder. 15. Priority. The Subordinated Notes rank pari passu among themselves and pari passu, in the event of any insolvency proceeding, dissolution, assignment for the benefit of creditors, reorganization, restructuring of debt, marshaling of assets and liabilities or similar proceeding or any liquidation or winding up of the Company, with all other present or future unsecured subordinated debt obligations of the Company, except any unsecured subordinated debt that, pursuant to its express terms, is senior or subordinate in right of payment to the Subordinated Notes. 16. Ownership. Prior to due presentment of this Subordinated Note for registration of transfer, the Company may treat the holder in whose name this Subordinated Note is registered in the Security Register as the absolute owner of this Subordinated Note for receiving payments of principal and interest on this Subordinated Note and for all other purposes whatsoever, whether or not this Subordinated Note be overdue, and the Company shall not be affected by any notice to the contrary. 17. Waiver and Consent. (a) This Subordinated Note may be amended or waived pursuant to, and in accordance with, the provisions set forth herein and as set forth in Section 7.3 of the Purchase Agreement. Any such consent or waiver given by the Noteholder shall be conclusive and binding upon such Noteholder and upon all subsequent holders of this Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated Note. No delay or omission of the Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Any insured depository institution that shall be a Noteholder or that otherwise shall have any beneficial ownership interest in this Subordinated Note shall, by its acceptance of such Subordinated Note (or beneficial interest therein), be deemed to have waived any right of offset with respect to the indebtedness evidenced thereby. (b) No waiver or amendment of any term, provision, condition, covenant or agreement in the Subordinated Notes shall be effective except with the consent of the
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Noteholders holding more than fifty percent (50%) in aggregate principal amount (excluding any Subordinated Notes held by the Company or any of its Affiliates) of the Subordinated Notes at the time outstanding; provided, however, that without the consent of each Noteholder of an affected Subordinated Note, no such amendment or waiver may: (i) reduce the principal amount of the Subordinated Note; (ii) reduce the rate of or change the time for payment of interest on any Subordinated Note; (iii) extend the maturity of any Subordinated Note; (iv) change the currency in which payment of the obligations of the Company under the Subordinated Notes are to be made; (v) lower the percentage of aggregate principal amount of outstanding Subordinated Notes required to approve any amendment of the Subordinated Notes; (vi) make any changes to Section 4(c) (Partial Redemption), Section 5 (Events of Default; Acceleration), Section 6 (Failure to Make Payments), Section 15 (Priority), or Section 17 (Waiver and Consent) of the Subordinated Notes that adversely affects the rights of any Noteholder; or (vii) disproportionately and adversely affect the rights of any of the holders of the then outstanding Subordinated Notes. Notwithstanding the foregoing, the Company may amend or supplement the Subordinated Notes without the consent of the Noteholders to cure any ambiguity, defect or inconsistency or to provide for uncertificated Subordinated Notes in addition to or in place of certificated Subordinated Notes, or to make any change that does not adversely affect the rights of any Noteholder of any of the Subordinated Notes. No failure to exercise or delay in exercising, by any Noteholder of the Subordinated Notes, of any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other right or remedy provided by law. The rights and remedies provided in this Subordinated Note are cumulative and not exclusive of any right or remedy provided by law or equity. No notice or demand on the Company in any case shall, in itself, entitle the Company to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Noteholders to any other or further action in any circumstances without notice or demand. No consent or waiver, express or implied, by the Noteholders to or of any breach or default by the Company in the performance of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance of the same or any other obligations of the Company hereunder. Failure on the part of the Noteholders to complain of any acts or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by the Noteholders of their rights hereunder or impair any rights, powers or remedies on account of any breach or default by the Company. 18. Absolute and Unconditional Obligation of the Company. No provisions of this Subordinated Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal and interest on this Subordinated Note at the times, places and rate, and in the coin or currency, herein prescribed. No delay or omission of the Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair such right or remedy or constitute a waiver of any such Event of Default or any acquiescence therein. 19. No Sinking Fund; Convertibility. This Subordinated Note is not entitled to the benefit of any sinking fund. This Subordinated Note is not convertible into or exchangeable for any of the equity securities, other securities or assets of the Company or any subsidiary of the Company.
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20. No Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in this Subordinated Note, or for any claim based thereon or otherwise in respect thereof, will be had against any past, present or future shareholder, employee, officer, or director, as such, of the Company or of any predecessor or successor, either directly or through the Company or any predecessor or successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance of this Subordinated Note by the Noteholder and as part of the consideration for the issuance of this Subordinated Note. 21. Notices. All notices to the Company under this Subordinated Note shall be in writing and addressed to the Company at: Delmar Bancorp 2245 Northwood Drive Salisbury, Maryland 21801 Attention: John W. Breda, President and Chief Operating Officer and Virginia Partners Bank 410 William Street Fredericksburg, Virginia 22401 Attention: Lloyd B. Harrison, III, Chief Executive Officer with a copy to Troutman Sanders LLP The Troutman Sanders Building 1001 Haxall Point, Richmond, Virginia 23219 Attention: Jacob A. Lutz, III, Esq. or to such other address as the Company may notify to the Noteholder (the “Payment Office”). All notices to the Noteholders shall be in writing and sent by first-class mail to each Noteholder at his or its address as set forth in the Security Register. 22. Further Issues. The Company may, without the consent of the Noteholders, create and issue additional notes having the same terms and conditions of the Subordinated Notes (except for the Issue Date and issue price) so that such further notes shall be consolidated and form a single series with the Subordinated Notes. 23. Governing Law; Interpretation. THIS SUBORDINATED NOTE WILL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NORTH CAROLINA AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF. IT IS INTENDED THAT THIS SUBORDINATED NOTE SHALL MEET THE CRITERIA FOR QUALIFICATION OF THE OUTSTANDING PRINCIPAL AS TIER 2 CAPITAL UNDER THE REGULATORY
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GUIDELINES OF THE FEDERAL RESERVE, AND THE TERMS HEREOF SHALL BE INTERPRETED IN A MANNER TO SATISFY SUCH INTENT. [Signature Page Follows]
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IN WITNESS WHEREOF, the undersigned has caused this Subordinated Note to be duly executed and attested. DELMAR BANCORP By: Name: Lloyd B. Harrison Title: Chief Executive Officer ATTEST: Name : John W. Breda Title:President & Chief Operating Officer [Signature Page to Subordinated Note]
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DOCPROPERTY "CUS_DocIDChunk0" {Clients/1797/4910-1401-0385-v1} Inside Information and Insider Trading Key Responsibilities Parent Policy: N/A Approval Authority: Applicable To: LINKBANCORP, INC Holding Company Board Renewal/New Approval Date: 02/27/2025 Document Owner: Renewal Frequency: Annual General Counsel, LINKBANCORP Exhibit 19 LINKBANCORP, INC. ________________________ Policy on Inside Information and Insider Trading A. Background/Purpose Under U.S. federal and state securities laws, it is illegal to purchase or sell securities of LINKBANCORP, Inc. (the “Company”) while in possession of material, non-public information related to, affecting or regarding the Company or its subsidiaries (such information, “Inside Information”), or to disclose Inside Information to others who then trade in the securities of the Company. Insider trading violations are pursued vigorously by the Securities and Exchange Commission (the “SEC”) and other governmental agencies and can result in severe penalties. While the regulatory authorities usually concentrate their efforts on the individuals who trade, or who tip Inside Information to others who trade, U.S. federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel. The Company has adopted this Policy on Inside Information and Insider Trading (this “Policy”) both to satisfy the Company’s obligation to prevent insider trading and to help the Company’s personnel and its external advisors avoid violating insider trading laws. B. Applicability of Policy 1.Covered Persons This Policy applies to the following people or entities (collectively, “Covered Persons”): • all officers of the Company and its subsidiaries; • all members of the Board of Directors of the Company (“directors”); • all employees of the Company and its subsidiaries;
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2 of 9 DOCPROPERTY "CUS_DocIDChunk0" {Clients/1797/4910-1401-0385-v1} • immediate family members and any persons that reside in the same household as any of the foregoing persons; and • any other person whose transactions in the Company’s securities are directed by, or subject to influence or control by the foregoing persons, and any trust, partnership, corporation or other entity over which such persons have investment control. “Immediate family member” means any spouse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother or father-in-law, son or daughter-in-law, or brother-in-law or sister-in-law (as well as other adoptive relationships), whether or not sharing the same household as the persons described in the first three bullets above. The failure of any person subject to this Policy to observe and strictly adhere to the policies and procedures set forth herein at all times will be grounds for disciplinary action, up to and including dismissal. To ensure that Company confidences are protected to the maximum extent possible, no individuals other than specifically authorized personnel may release material information to the public, or respond to inquiries from the media, analysts or others outside the Company. All consultants and outside advisors assisting the Company on sensitive matters are expected to abide by the Policy, although the Company assumes no responsibility with respect to the actions of persons who are not under its direct control. 2.Covered Transactions This Policy applies to all transactions in the Company’s securities, including common stock (including any securities that are exercisable for, or convertible or exchangeable into, common stock) and any other securities the Company may issue from time to time whether or not pursuant to any benefit plan adopted by the Company, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call options or swaps relating to the Company’s securities. The Company’s policy is that it will not generally make option awards to Named Executive Officers (as defined in SEC Regulation S-K) in the four business days before the filing of a periodic report on Forms 10-Q and 10-K as applicable or the filing or furnishing of a Current Report on Form 8-K that discloses material non-public information (including earnings information but excluding a Form 8-K that discloses only the grant of a material new option award) and ending one business day after such triggering event. This restriction does not apply to restricted stock awards or other types of equity awards that do not include an exercise price related to the market price of the Company’s common stock on the date of grant. For purposes of this Policy, the Company considers transactions between Covered Persons and the Company with respect to certain grants under its 2019 and 2022 Equity Incentive Plan or
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3 of 9 DOCPROPERTY "CUS_DocIDChunk0" {Clients/1797/4910-1401-0385-v1} other Company equity incentive plan (or, to the extent applicable, granted outside such plan) to be exempt from this Policy. Such transactions include, without limitation, the following: • the exercise of options or warrants for cash; • the exercise of options or warrants on a “net exercise” basis pursuant to which an optionee either (i) delivers outstanding shares of common stock to the Company or (ii) authorizes the Company to withhold from issuance shares of common stock issuable upon exercise of the option, in either case, having a fair market value on the date of exercise equal to the aggregate exercise price; or • the forfeiture to the Company of shares of restricted common stock to cover withholding tax obligations. Consequently, restrictions contained in this Policy would apply to the sale of the Company’s securities in the open market to pay the exercise price of an option and to the “cashless exercise” effected through a broker or “same day sale” of an option. In addition, any sale of the underlying securities acquired upon the exercise of an option is subject to the Policy. In addition to the other restrictions set forth in this Policy, the following transactions are strictly prohibited at all times: • trading in call or put options involving the Company’s securities and other derivative securities; • engaging in short sales of the Company’s securities; • holding the Company’s securities in a margin account (except as set forth in the last bullet immediately below); • all forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts; and • pledging the Company’s securities to secure margin or other loans, except as otherwise approved by the Board of Directors of the Company and set forth in a notification in the form of Annex A hereto. This Policy does not apply to automatic periodic purchases through payroll deduction of Company stock in the Employee Stock Purchase Plan (“ESPP”). This Policy Statement does apply, however, to voluntary transactions, in connection with the ESPP, including a Covered Person’s: (a) initial election to enroll in the ESPP for any enrollment period, (b) election to increase or decrease the amount of a Covered Person’s automatic periodic contributions by payroll deduction to the ESPP, (c) election to cease payroll deductions altogether and withdraw
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4 of 9 DOCPROPERTY "CUS_DocIDChunk0" {Clients/1797/4910-1401-0385-v1} any accumulated cash, and (d) sales of Company stock that were purchased under the ESPP, none of which should be effected when a Covered Person possesses Inside Information (and, for Restricted Persons (defined below), should not be conducted during any Blackout Period as discussed below). If a Covered Person participates in the ESPP and does not possess material nonpublic information at the time of enrollment, then all subsequent automatic investments by payroll deduction are allowed without restriction under this Policy. This Policy does not apply to purchases of Company stock resulting from the automatic reinvestment of dividends paid on Company stock held in the Company's Dividend Reinvestment Program (“DRIP”). This Policy does apply, however, to voluntary purchases of Company stock under the DRIP resulting from a Covered Person’s initial election to participate in the plan, to make additional contributions, or to increase his/her level of participation. This Policy also applies to a Covered Person’s voluntary sale of any Company stock held in the plan. This Policy does not apply to Rule 10b5-1 Plans. Covered Persons may not implement a trading plan under SEC Rule 10b5-1 at any time without prior clearance. Covered Persons may only enter into a trading plan when they are not in possession of material inside information. In addition, the Company and Restricted Persons (as defined below) may not enter into a trading plan during a quarterly blackout period, a temporary blackout period or a pension fund blackout period. Once a trading plan is pre-cleared, trades made pursuant to the plan will not require additional pre-clearance, but only if the plan specifies the dates, prices and amounts of the contemplated trades or establishes a formula for determining dates, prices and amounts. Additionally, transactions under a 10b5-1trading plan (other than for the Company) may only begin after a “cooling-off” period. For directors and executive officers, this cooling-off period is the later of (i) 90 days after the adoption or modification of the 10b5-1trading plan or (ii) two business days following the filing of a Form 10-Q or Form 10-K, as applicable, for the Company’s financial results for the fiscal quarter in which the 10b5-1trading plan was adopted or modified (but in no case can disclosure exceed 120 days following plan adoption or modification). For persons who are not directors or executive officers, this cooling-off period is 30 days after adoption or modification of the10b5-1 trading plan. The actual establishment of a trading plan must be reported to the General Counsel so that the required public disclosure (including a description of the material terms of such trading plan) can be made in the Company’s SEC filings. If a covered person is unsure whether a particular transaction is prohibited under this Policy, he or she should consult with the General Counsel prior to engaging in, or entering into, an agreement, understanding or arrangement to engage in, such transaction. C. General Policy No Covered Person who is in possession of Inside Information may, either directly or indirectly (including, without limitation, through a family member, friend or entity in which such Covered Person or any family members of such Covered Person is a director, officer or controlling
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5 of 9 DOCPROPERTY "CUS_DocIDChunk0" {Clients/1797/4910-1401-0385-v1} equity holder or beneficiary), (i) purchase, sell or gift the Company’s securities, (ii) engage in any other action to take advantage of Inside Information or (iii) without the consent of the Company, provide Inside Information to any other person outside of the Company, including family and friends. In addition, Covered Persons may not purchase or sell any securities of any other company, such as a lender, customer, joint venture partner, possible acquisition target or competitor of the Company, when in possession of material non-public information concerning any such other company obtained during his or her employment with, or service to, the Company or any of its subsidiaries. D. Specific Policies 1. Black-out Periods All directors and executive officers of the Company and its subsidiaries, as well as certain key employees as designated by the company from time to time, (as may be amended from time to time by the General Counsel), as well as any Immediate Family Members or other persons that reside in the same household as those persons (all of the foregoing being “Restricted Persons”) are subject to additional restrictions on their ability to engage in purchase or sale transactions involving the Company’s securities. The Company will also be treated as a Restricted Person with regards to initiating or conducting a stock repurchase plan unless such stock repurchases are made pursuant to a trading plan in accordance with SEC Rule 10b5-1 as described above. Restricted Persons are more likely to have access to Inside Information regarding the Company because of their positions or affiliations with the Company or its employees and, as a result, their trades (which includes gifts) in the Company’s securities are more likely to be subject to greater scrutiny. Accordingly, Restricted Persons are prohibited from trading in the Company’s securities during the period beginning on the close of market on the 15th day prior to the end of each fiscal quarter and ending one full trading day following public disclosure of the financial results for that quarter or the full year. Quarter Blackout Period Begins Blackout Period Ends 1 March 16 One full trading day after Q1 earnings are publicly released 2 June 15 One full trading day after Q2 earnings are publicly released 3 September 15 One full trading day after Q3 earnings are publicly released
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6 of 9 DOCPROPERTY "CUS_DocIDChunk0" {Clients/1797/4910-1401-0385-v1} 4 December 16 One full trading day after annual earnings are publicly released In addition, from time to time, the Company may impose special black-out periods on Restricted Persons and other employees of the Company if, in the judgment of the General Counsel, it is likely that such person or persons have become aware of significant corporate developments that have not yet been disclosed to the public, even when trading otherwise may be permitted. If certain Restricted Persons or other employees of the Company become subject to a special black-out period, such persons are prohibited from (i) trading in the Company’s securities and (ii) without the consent of the Company, disclosing to others the fact they are subject to such special black-out period. These special black-out periods may vary in length and may or may not be broadly communicated to Covered Persons. This restriction does not apply to transactions made under an approved Rule 10b5-1 plan. Unless otherwise specified, the Company will re-open trading after one full day of trading following the date of public disclosure of such significant corporate developments. 2. “Tipping” of Information Covered Persons may not disclose, convey or “tip” Inside Information to any person by providing them with Inside Information other than to disclose on a “need to know” basis to officers and employees of the Company or outside advisors in the course of performing their duties for the Company. When sharing Inside Information with other officers and employees of the Company or outside advisors, or other persons involved in the business and affairs of the Company, such information should be confined to as small a group as possible. Unlawful tipping includes passing on Inside Information to friends, family members or acquaintances under circumstances that suggest that persons subject to this Policy were trying to help the recipients of such information to make a profit or avoid a loss by trading in the Company’s securities based on such information. 3. Pre-clearance A Restricted Person must obtain prior clearance from the General Counsel, or the General Counsel’s designee, by submitting (including via email) the information contained in the Request for Clearance to Trade as set forth on Annex B attached hereto, before such Restricted Person makes any purchases or sales of the Company’s securities, regardless of whether a black-out period is then in effect. In the case of the General Counsel, such requests will be submitted to the Company President in accordance with the procedures in this Section 3. In evaluating each proposed transaction, the General Counsel or such person’s designee will consult as necessary with senior management and outside counsel before clearing any proposed trade. Clearance of a transaction is valid for no more than the 5-business day period immediately following receipt by the Restricted Person of such clearance. If clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance. Restricted Persons do not need to receive
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7 of 9 DOCPROPERTY "CUS_DocIDChunk0" {Clients/1797/4910-1401-0385-v1} pre-clearance for trades pursuant to an approved Rule 10b5-1 plan, but must receive prior approval before implementing such a plan by the General Counsel, or such person’s designee. E. Compliance All Covered Persons must promptly report, in accordance with the procedures set forth in the Company’s Code of Ethics, any trading in the Company’s securities by any Covered Person, or any disclosure of Inside Information or material non-public information concerning other companies by such Covered Person, that such person has reason to believe may violate this Policy or U.S. federal or state securities laws. Persons in possession of Inside Information when their employment or service terminates may not trade in the Company’s securities until that information has become public or is no longer material. F. Additional Information 1.What is Inside Information? “Inside Information” is material information about the Company that is not available to the public. Information generally becomes available to the public when it has been disclosed by the Company or third parties in a press release or other authorized public statement, including any filing with the SEC. In general, information is considered to have been made available to the public after the completion of one full trading day after the formal release of the information. In other words, there is a presumption that the public needs approximately one complete trading day to receive and absorb such information. 2.What is Material Information? Generally, information about the Company is “material” if it could reasonably be expected to affect someone’s decision to buy, hold or sell the Company’s securities. Information is considered to be material if its disclosure to the public would be reasonably likely to affect (i) an investor’s decision to buy or sell the securities of the company to which the information relates, or (ii) the market price of that company’s securities. While it is not possible to identify in advance all information that will be deemed to be material, some examples of such information would include the following: • significant changes in financial results and/or financial condition and financial projections; • news of major new business relationships or possible loss of business; • dividends or share splits;
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8 of 9 DOCPROPERTY "CUS_DocIDChunk0" {Clients/1797/4910-1401-0385-v1} • share repurchase programs; • significant financing transactions; • changes in management or control; • plans or agreements related to significant mergers, acquisitions, reorganizations or joint ventures; • significant litigation or regulatory developments; • significant increases or decreases in the amount of outstanding securities or indebtedness; • write-ups or write-downs of assets or changes in accounting methods; • actual or projected changes in industry circumstances or competitive conditions that could significantly affect the Company’s revenues, earnings, financial position or prospects; and • transactions with directors, officers or principal security holders. It can sometimes be difficult to know whether information would be considered “material.” The determination of whether information is material is almost always clearer after the fact, when the effect of that information on the market can be quantified. Although a Covered Person may have information about the Company that he or she does not consider to be material, U.S. federal regulators and others may conclude (with the benefit of hindsight) that such information was material. Therefore, trading in the Company’s securities when a Covered Person possesses non-public information about the Company can be risky. When doubt exists, the information should be presumed to be material. If you are unsure whether you are in possession of material, non-public information, you should consult with the General Counsel prior to engaging in, or entering into an agreement, understanding or arrangement to engage in, a purchase or sale transaction of any of the Company’s securities. 3.What is the Penalty for Insider Trading? The purchase or sale of securities while aware of material non-public information, or the disclosure of material non-public information to others who then trade in the Company’s securities, is prohibited by federal and state securities laws. Insider trading violations are pursued vigorously by the SEC, U.S. Attorneys and state enforcement authorities as well as the laws of foreign jurisdictions. Punishment for insider trading violations is severe, and could include significant fines and imprisonment. While the regulatory authorities concentrate their efforts on the
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9 of 9 DOCPROPERTY "CUS_DocIDChunk0" {Clients/1797/4910-1401-0385-v1} individuals who trade, or who tip inside information to others who trade, the federal securities laws also impose potential liability on companies and other “controlling persons” within the organization if they fail to take reasonable steps to prevent insider trading by company personnel. In addition, an individual’s failure to comply with this Policy may subject the individual to Company- imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. A violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career. G. Certification Each Restricted Person must sign, date and return the Certification set forth on Annex C attached hereto (or such other certification as the General Counsel may deem appropriate) stating that he or she has received, read, understands and agrees to comply with the Company’s Policy on Inside Information and Insider Trading. The Company may require each Restricted Person to sign such a Certification on an annual basis, which Certification may be in electronic format. Please note that all Covered Persons are bound by the Policy whether or not such Covered Person sign the Certification. If you have any questions about this Policy, you should consult with the General Counsel. Approved: September 13, 2021 DOCUMENT REVISION HISTORY Date Editor Material Change? Comments 04/27/2023 Melanie Vanderau No Added clarity to policy application to ESPP and DRIP 2/22/2024 Melanie Vanderau No Added procedure regarding pre-clearance of General Counsel purchases or sales of stock 02/03/2025 Melanie Vanderau No Changed Structure of Policy to remove in-policy designated restricted persons; Added provision re: application of policy to 10b5-1 Plans; Clarified provisions re: application of Policy to the grant of certain equity awards.
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DOCPROPERTY "CUS_DocIDChunk0" {Clients/1797/4910-1401-0385-v1} ANNEX A EXCEPTION TO RESTRICTION ON PLEDGES OF COMPANY SECURITIES The Board of Directors has approved the following limited exception to the prohibition on pledging the Company’s securities to secure margin or other loans as set forth in the Company’s Policy on Inside Information and Insider Trading: [___________________] shall be permitted to pledge up to [ ]% of [his][her] holdings of equity securities in the Company; provided, that (i) such equity interests are pledged as collateral in connection with a bona fide recourse loan obtained by [him][her], and (ii) the proceeds of such loan are not used for any hedging transaction involving the Company’s equity securities.
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MACROBUTTON DocID \\DC - 751758/000003 - 16318290 v5 ANNEX B REQUEST FOR CLEARANCE TO TRADE To: LINKBANCORP, Inc. Attention: General Counsel 3045 Market StreetPhone Number: 717-516-0475 Camp Hill, Pennsylvania 17011E-mail: mvanderau@linkbank.com Name: Title: I hereby request clearance for myself (or a member of my immediate family or household) to execute the following transaction relating to the securities of LINKBANCORP, Inc. Type of Transaction: I wish to purchase common stock. Number of shares of common stock to be purchased: __________________ I wish to sell common stock. Number of shares of common stock to be sold: __________________ Other: If the request is for a member of my immediate family or household: Name of Person: Relationship: I hereby represent that I am not aware of any material, non-public information concerning LINKBANCORP, Inc. at the time of submitting this request and I agree that should I become aware of any material, non-public information concerning LINKBANCORP, Inc. prior to consummating the approved transaction, I will not consummate such transaction. I understand that once approved, the authorization is valid on the date of approval and during the remaining term of the trading window in which it is approved. I further understand that the approval will lapse if, in the judgment of the General Counsel, I am likely to be aware of material, non-public information or at the expiration of the trading window in which approval is granted, whichever is the first to occur. Date Signature Approved by:
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MACROBUTTON DocID \\DC - 751758/000003 - 16318290 v5 General Counsel Date
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MACROBUTTON DocID \\DC - 751758/000003 - 16318290 v5 ANNEX C CERTIFICATION I hereby certify that I: • have read and understand the Policy on Inside Information and Insider Trading (the “Policy”) and related procedures, a copy of which was distributed with this Certificate; • have complied with the foregoing policy and procedures; and • will continue to comply with the policy and procedures set forth in the Policy. Signature: Name: (Please print) Title: Date:
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Exhibit 21.1 Subsidiaries of LINKBANCORP, Inc. The following entities comprise the direct and indirect Subsidiaries of the Company: Name Jurisdiction of Incorporation or Organization LINKBANK Pennsylvania 410 William Street, LLC* Virginia Johnson Mortgage Company, LLC Virginia Delmarva Real Estate Holdings, LLC*Maryland Davie Circle, LLC* Delaware Delmarva BK Holdings, LLC*Maryland Bear Holdings, LLC* Virginia *Denotes subsidiaries that were inactive at December 31, 2025
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Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements of LINKBANCORP, Inc.: • Registration Statement on Form S-8 relating to the LINKBANCORP, Inc. 2022 Equity Incentive and Employee Stock Purchase Plan, and 2019 Equity Incentive Plan (File # 333-267759) • Registration Statement on Form S-3/D related to the LINKBANCORP, Inc. Dividend Reinvestment and Stock Purchase Plan (File # 333-268845) • Registration Statement on Form S-8 relating to the Virginia Partners Bank 2008 Incentive Stock Option Plan, and Virginia Partners Bank 2015 Incentive Stock Option Plan (File # 333-275838) • Registration Statement on Form S-8 relating to the LINKBANCORP, Inc. 2025 Equity Incentive Plan (File #333-287977) • Registration Statement on Form S-3 (File # 333-286701) Of our report dated March 12, 2026, relating to our audit of the consolidated financial statements, which appears in the Annual Report to Shareholders, which is included in this Annual Report on Form 10-K of LINKBANCORP, Inc. for the year ended December 31, 2025. /s/ S.R. Snodgrass, P.C. Conshohocken, Pennsylvania March 12, 2026
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Exhibit 31.1 CERTIFICATION I, Andrew Samuel, certify that: 1. I have reviewed this annual report on Form 10-K of LINKBANCORP, INC.; 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(s) 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 consolidated 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(s) 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 the 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/ Andrew Samuel Andrew Samuel Chief Executive Officer (Principal Executive Officer)
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Exhibit 31.2 CERTIFICATION I, Kristofer Paul, certify that: 1. I have reviewed this annual report on Form 10-K of LINKBANCORP, INC.; 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(s) 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 consolidated financial statement 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(s) 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 the 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/ Kristofer Paul Kristofer Paul Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)
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Exhibit 32 CERTIFICATION Pursuant to 18 U.S.C. § 1350, the undersigned officers of LINKBANCORP, INC. (the “Company”) hereby certify that the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. March 12, 2026 /s/ Andrew Samuel Andrew Samuel Chief Executive Officer (Principal Executive Officer) /s/ Kristofer Paul Kristofer Paul Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer)