Farmers National Banc (FMNB) 10-Q 2024 Q3 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the Quarterly period ended September 30, 2024

Commission file number 001-35296

FARMERS NATIONAL BANC CORP.

(Exact name of registrant as specified in its charter)

Ohio	34-1371693
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No)
20 South Broad Street Canfield, OH	44406
(Address of principal executive offices)	(Zip Code)

(330) 533-3341

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, No Par Value	FMNB	The NASDAQ Stock Market

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	☐	Small reporting company	☐
Emerging growth company	☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at October 31, 2024
Common Stock, No Par Value	37,587,732 shares

		Page Number
PART I - FINANCIAL INFORMATION
Item 1	Financial Statements (Unaudited)
	Included in Part I of this report:
	Farmers National Banc Corp. and Subsidiaries
	Consolidated Condensed Balance Sheets (Unaudited)	2
	Consolidated Condensed Statements of Income (Unaudited)	3
	Consolidated Condensed Statements of Comprehensive Income (Loss) (Unaudited)	4
	Consolidated Condensed Statements of Stockholders’ Equity (Unaudited)	5
	Consolidated Condensed Statements of Cash Flows (Unaudited)	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4	Controls and Procedures	55
PART II - OTHER INFORMATION		55
Item 1	Legal Proceedings	55
Item 1A	Risk Factors	55
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 3	Defaults Upon Senior Securities	56
Item 4	Mine Safety Disclosures	56
Item 5	Other Information	56
Item 6	Exhibits	57
SIGNATURES		58
10-Q Certifications
Section 906 Certifications

1

CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)

FARMERS NATIONAL BANC CORP. AND SUBSIDIARIES

	(In Thousands of Dollars)
	September 30, 2024			December 31, 2023
ASSETS
Cash and due from banks	$	21,149		$	28,896
Federal funds sold and other		167,987			74,762
TOTAL CASH AND CASH EQUIVALENTS		189,136			103,658
Securities available for sale (Amortized cost $1,482,798 in 2024 and $1,516,841 in 2023)		1,293,350			1,299,701
Other investments		33,617			35,311
Loans held for sale, at fair value		2,852			3,711
Loans		3,280,517			3,198,127
Less allowance for credit losses		36,186			34,440
NET LOANS		3,244,331			3,163,687
Premises and equipment, net		48,095			44,364
Goodwill		167,446			167,446
Other intangibles, net		20,894			22,842
Bank owned life insurance		100,976			99,482
Affordable housing investments		22,567			17,893
Other assets		113,239			120,255
TOTAL ASSETS	$	5,236,503		$	5,078,350
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing	$	969,682		$	1,026,630
Interest-bearing		3,317,223			3,150,756
Brokered time deposits		74,932			0
TOTAL DEPOSITS		4,361,837			4,177,386
Short-term borrowings		285,000			355,000
Long-term borrowings		86,038			88,663
Other liabilities		63,950			52,886
TOTAL LIABILITIES		4,796,825			4,673,935
Commitments and contingent liabilities
Stockholders' Equity:
Common Stock, no par value; 50,000,000 shares authorized; 39,321,709 shares issued in 2024 and 2023; 37,573,650 and 37,502,773 shares outstanding, respectively		365,542			365,305
Retained earnings		249,171			236,757
Accumulated other comprehensive (loss)		(150,951	)		(172,554	)
Treasury stock, at cost; 1,748,059 and 1,818,936 shares in 2024 and 2023, respectively		(24,084	)		(25,093	)
TOTAL STOCKHOLDERS' EQUITY		439,678			404,415
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,236,503		$	5,078,350

See accompanying notes

2

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Unaudited)

FARMERS NATIONAL BANC CORP. AND SUBSIDIARIES

	(In Thousands except Per Share Data)
	For the Three Months Ended						For the Nine Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
INTEREST AND DIVIDEND INCOME
Loans, including fees	$	46,989		$	43,838		$	138,519		$	127,025
Taxable securities		6,761			6,493			19,988			19,697
Tax exempt securities		2,456			2,661			7,546			8,176
Dividends		346			487			1,030			1,457
Federal funds sold and other interest income		1,371			750			2,740			1,911
TOTAL INTEREST AND DIVIDEND INCOME		57,923			54,229			169,823			158,266
INTEREST EXPENSE
Deposits		21,547			17,462			60,096			44,660
Short-term borrowings		3,476			1,960			11,000			5,608
Long-term borrowings		1,024			1,039			3,098			3,042
TOTAL INTEREST EXPENSE		26,047			20,461			74,194			53,310
NET INTEREST INCOME		31,876			33,768			95,629			104,956
Provision for credit losses		6,807			182			7,932			8,232
Provision (credit) for unfunded loans		201			61			(261	)		635
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES		24,868			33,525			87,958			96,089
NONINTEREST INCOME
Service charges on deposit accounts		1,992			1,712			5,421			4,646
Bank owned life insurance income		688			694			2,046			1,825
Trust fees		2,544			2,327			7,398			6,665
Insurance agency commissions		1,416			1,116			4,199			3,904
Security (losses), including fair value changes for equity securities		(403	)		(624	)		(2,647	)		(490	)
Retirement plan consulting fees		677			650			1,918			1,837
Investment commissions		476			520			1,386			1,389
Net gains on sale of loans		506			395			1,219			1,111
Other mortgage banking income, net		(168	)		185			150			571
Debit card and EFT fees		1,993			1,763			5,320			5,362
Other operating income		2,619			1,093			3,892			2,885
TOTAL NONINTEREST INCOME		12,340			9,831			30,302			29,705
NONINTEREST EXPENSES
Salaries and employee benefits		14,874			14,233			44,501			42,503
Occupancy and equipment		3,968			3,810			11,512			11,538
FDIC insurance and state and local taxes		1,480			1,648			4,010			4,365
Professional fees		1,084			1,043			3,532			3,347
Merger related costs		0			268			0			5,022
Advertising		435			492			1,312			1,379
Intangible amortization		629			725			1,947			2,856
Core processing charges		1,186			1,274			3,420			3,582
Other operating expenses		3,419			4,223			10,283			10,232
TOTAL NONINTEREST EXPENSES		27,075			27,716			80,517			84,824
INCOME BEFORE INCOME TAXES		10,133			15,640			37,743			40,970
INCOME TAXES		1,598			2,326			6,185			5,614
NET INCOME	$	8,535		$	13,314		$	31,558		$	35,356
EARNINGS PER SHARE - basic	$	0.23		$	0.36		$	0.85		$	0.94
EARNINGS PER SHARE - diluted	$	0.23		$	0.36		$	0.84		$	0.94

See accompanying notes

3

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

FARMERS NATIONAL BANC CORP. AND SUBSIDIARIES

	(In Thousands of Dollars)
	For the Three Months Ended						For the Nine Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
NET INCOME	$	8,535		$	13,314		$	31,558		$	35,356
Other comprehensive income (loss):
Net unrealized holding gains (losses) on available for sale securities		52,472			(75,679	)		25,012			(54,088	)
Reclassification adjustment for losses realized in income on sales		421			618			2,680			498
Reclassification adjustment for (gains) losses realized in income on fair value hedge		(1,903	)		776			(347	)		776
Net unrealized holding gains (losses)		50,990			(74,285	)		27,345			(52,814	)
Income tax effect		(10,708	)		15,600			(5,742	)		11,091
Unrealized holding gains (losses), net of reclassification and tax		40,282			(58,685	)		21,603			(41,723	)
Change in funded status of post-retirement plan, net of tax		0			0			0			0
Other comprehensive income (loss), net of tax		40,282			(58,685	)		21,603			(41,723	)
TOTAL COMPREHENSIVE INCOME (LOSS)	$	48,817		$	(45,371	)	$	53,161		$	(6,367	)

See accompanying notes

4

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)

FARMERS NATIONAL BANC CORP. AND SUBSIDIARIES

(Table Dollar Amounts in Thousands except Per Share Data)

							Accumulated
							Other
	Common			Retained			Comprehensive			Treasury
	Stock			Earnings			Income (Loss)			Stock			Total
Balance December 31, 2023	$	365,305		$	236,757		$	(172,554	)	$	(25,093	)	$	404,415
Net income					11,240									11,240
Other comprehensive (loss)								(12,400	)					(12,400	)
Restricted share issuance		(363	)								367			4
Restricted share forfeitures		153									(155	)		(2	)
Stock based compensation expense		662												662
Vesting of Long Term Incentive Plan		(914	)								919			5
Share forfeitures for taxes											(529	)		(529	)
Dividends paid at $0.17 per share					(6,369	)								(6,369	)
Balance March 31, 2024	$	364,843		$	241,628		$	(184,954	)	$	(24,491	)	$	397,026
Net income					11,783									11,783
Other comprehensive (loss)								(6,279	)					(6,279	)
Restricted share issuance		(484	)								489			5
Stock based compensation expense		626												626
Share forfeitures for taxes											(79	)		(79	)
Dividends paid at $0.17 per share					(6,388	)								(6,388	)
Balance June 30, 2024	$	364,985		$	247,023		$	(191,233	)	$	(24,081	)	$	396,694
Net income					8,535									8,535
Other comprehensive income								40,282						40,282
Restricted share issuance		(145	)								146			1
Restricted share forfeitures		34									(35	)		(1	)
Stock based compensation expense		668												668
Share forfeitures for taxes											(114	)		(114	)
Dividends paid at $0.17 per share					(6,387	)								(6,387	)
Balance September 30, 2024	$	365,542		$	249,171		$	(150,951	)	$	(24,084	)	$	439,678
							Accumulated
							Other
	Common			Retained			Comprehensive			Treasury
	Stock			Earnings			Income (Loss)			Stock			Total
Balance December 31, 2022	$	305,340		$	212,375		$	(210,490	)	$	(14,930	)	$	292,295
Net income					7,075									7,075
Other comprehensive income								33,796						33,796
Share issuance as part of a business combination		59,202												59,202
Restricted share issuance		(432	)								437			5
Restricted share forfeitures		21									(21	)		0
Stock based compensation expense		615												615
Vesting of Long Term Incentive Plan		(428	)								431			3
Share forfeitures for taxes											(252	)		(252	)
Treasury share purchases											(11,660	)		(11,660	)
Dividends paid at $0.17 per share					(6,437	)								(6,437	)
Balance March 31, 2023	$	364,318		$	213,013		$	(176,694	)	$	(25,995	)	$	374,642
Net income					14,966									14,966
Other comprehensive (loss)								(16,834	)					(16,834	)
Restricted share issuance		(323	)								326			3
Stock based compensation expense		649												649
Share forfeitures for taxes											(68	)		(68	)
Dividends paid at $0.17 per share					(6,367	)								(6,367	)
Balance June 30, 2023	$	364,644		$	221,612		$	(193,528	)	$	(25,737	)	$	366,991
Net income					13,314									13,314
Other comprehensive (loss)								(58,685	)					(58,685	)
Restricted share issuance		(459	)								464			5
Stock based compensation expense		744												744
Share forfeitures for taxes											(14	)		(14	)
Dividends paid at $0.17 per share					(6,373	)								(6,373	)
Balance September 30, 2023	$	364,929		$	228,553		$	(252,213	)	$	(25,287	)	$	315,982

See accompanying notes.

5

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

FARMERS NATIONAL BANC CORP. AND SUBSIDIARIES

	(In Thousands of Dollars)
	Nine Months Ended
	September 30, 2024			September 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	31,558		$	35,356
Adjustments to reconcile net income to net cash from operating activities:
Provision for credit losses		7,932			8,232
(Credit) provision for unfunded loans		(261	)		635
Depreciation and amortization		4,604			5,779
Net amortization of securities		453			690
Available for sale security losses		2,680			498
Realized (gains) on equity securities		(33	)		(8	)
(Gain) on debt extinguishment		(444	)		0
Loss on premises and equipment sales and disposals, net		391			149
Stock compensation expense		1,956			2,008
Earnings on bank owned life insurance		(1,921	)		(1,720	)
Income recognized from death benefit on bank owned life insurance		(125	)		(105	)
Origination of loans held for sale		(56,610	)		(52,342	)
Proceeds from loans held for sale		57,094			52,401
Net gains on sale of loans		(1,219	)		(1,111	)
Net change in other assets and liabilities		7,318			(2,012	)
NET CASH FROM OPERATING ACTIVITIES		53,373			48,450
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and repayments of securities available for sale		42,379			44,870
Proceeds from sales of securities available for sale		48,865			85,306
Purchases of securities available for sale		(60,334	)		(650	)
Proceeds from sales of equity securities		54			46
Purchase of equity securities		(56	)		(52	)
Proceeds from maturities and repayments of SBIC funds		800			754
Purchases of SBIC funds		(1,592	)		(749	)
Proceeds from redemption of regulatory stock		10,065			26,076
Purchase of regulatory stock		(7,544	)		(20,170	)
Loan originations and payments, net		(80,246	)		(24,237	)
Purchase of portfolio loans		(8,069	)		0
Proceeds from loans held for sale previously classified as portfolio loans		1,594			0
Proceeds from BOLI death benefit		556			419
Additions to premises and equipment		(7,245	)		(1,977	)
Net cash paid in business combinations		0			(13,175	)
NET CASH FROM INVESTING ACTIVITIES		(60,773	)		96,461
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits		184,451			74,069
Net change in short-term borrowings		(70,000	)		(170,000	)
Redemption of subordinated debentures		(2,535	)		0
Cash dividends paid		(19,038	)		(19,064	)
Repurchase of common shares		0			(11,544	)
NET CASH FROM FINANCING ACTIVITIES		92,878			(126,539	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		85,478			18,372
Beginning cash and cash equivalents		103,658			75,551
Ending cash and cash equivalents	$	189,136		$	93,923
Supplemental cash flow information:
Interest paid	$	85,457		$	57,384
Supplemental noncash disclosures:
Issuance of stock awards	$	2,195		$	1,658
Issuance of stock for business combinations	$	0		$	59,202
Lease liabilities arising from obtaining right-of-use assets	$	0		$	1,289

See accompanying notes

6

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Principles of Consolidation:

Farmers National Banc Corp. (“Company” or “Farmers”) is a Financial Holding Company registered under the Bank Holding Company Act of 1956, as amended. The Company provides full banking services through its nationally chartered subsidiary, The Farmers National Bank of Canfield (“Bank”). The consolidated financial statements also include the accounts of the Bank’s subsidiaries; Farmers National Insurance, LLC (“Insurance”) and Farmers of Canfield Investment Co. (“Investments”). The Company provides trust and retirement consulting services through its subsidiary, Farmers Trust Company (“Trust”), and insurance services through the Bank’s subsidiary, Insurance. Farmers National Captive, Inc. (“Captive”) was a wholly-owned insurance subsidiary of the Company that provided property and casualty insurance coverage to the Company and its subsidiaries until November 2023 when the Company dissolved the entity. Captive pooled resources with eleven similar insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves and to provide insurance where not available or economically feasible. The consolidated financial statements include the accounts of the Company, the Bank and its subsidiaries, along with the Trust and Captive. All significant intercompany balances and transactions have been eliminated in the consolidation.

Basis of Presentation:

The unaudited consolidated condensed financial statements have been prepared in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2023 Annual Report to Shareholders included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). The interim consolidated financial statements include all adjustments (consisting of only normal recurring items) that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods presented. The results of operations for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year. Certain items included in the prior period financial statements were reclassified to conform to the current period presentation. There was no effect on net income or total stockholders’ equity.

Estimates:

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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.

Segments:

The Company provides a broad range of financial services to individuals and companies in northeastern Ohio and western Pennsylvania. Operations are managed and financial performance is primarily aggregated and reported in two lines of business, the Bank segment and the Trust segment.

Equity:

There are 50,000,000 shares authorized and available for issuance as of September 30, 2024. Outstanding shares at September 30, 2024 were 37,573,650.

Comprehensive Income:

Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on securities available for sale and changes in the funded status of the post-retirement plan, which are recognized as components of stockholders’ equity, net of tax effect.

7

Updates to Significant Accounting Policies:

New Accounting Standard:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments of this update are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of this standard is not expected to have a material effect on the Company’s operating results or financial condition.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures. The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The main new provision requires significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The amendments of this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The adoption of this standard is not expected to have a material effect on the Company’s operating results or financial condition.

On March 12, 2020, the FASB issued ASU 2020-04 and amended by ASU 2021-01, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, to ease the burden of accounting for contract modifications related to reference rate reform. The amendments in ASU 2020-04 create a new Topic in the Codification, ASC 848, Reference Rate Reform, which contains guidance that is designed to simplify how entities account for contracts that are modified to replace LIBOR or other benchmark interest rates with new rates. The amendments in ASU 2020-04 gave entities the option to apply expedients and exceptions to contract modifications that are made until December 31, 2022, if certain criteria are met. If adopted, these amendments and exceptions should be applied to all eligible modifications to contracts that are accounted for under an ASC Topic or industry Subtopic. The guidance in ASC 848 does not apply to any contract modifications that were made after December 31, 2022. In December 2022, the FASB issued ASU 2022-06 that defers the sunset date from December 31, 2022 to December 31, 2024. The adoption of this standard is not expected to have a material effect on the Company’s operating results or financial condition.

Business Combinations:

On January 1, 2023, the Company completed its previously announced merger with Emclaire Financial Corp., a Pennsylvania corporation and registered financial holding company (“Emclaire”), pursuant to the Agreement and Plan of Merger dated as of March 23, 2022. The Farmers National Bank of Emlenton, the banking subsidiary of Emclaire, merged with and into The Farmers National Bank of Canfield, the national banking subsidiary of the Company, with Farmers Bank as the surviving bank. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) Emclaire merged with and into Merger Sub (the “Merger”), with Merger Sub as the surviving entity in the Merger. Promptly following the consummation of the Merger, Merger Sub was dissolved and liquidated and The Farmers National Bank of Emlenton, the banking subsidiary of Emclaire, merged with and into The Farmers National Bank of Canfield, the national banking subsidiary of the Company, with Farmers Bank as the surviving bank. Pursuant to the terms of the Merger Agreement, at the effective time of the merger, each common share, without par value, of Emclaire common shares issued and outstanding was converted into the right to receive, without interest, $40.00 in cash or 2.15 common shares, without par value, of the Company's common shares, subject to an overall limitation of 70% of the Emclaire common shares being exchanged and the remaining 30% of Emclaire common shares being exchanged for the cash. The transaction created expansion for the Company in Pennsylvania and into the Pittsburgh market. The Company issued 4.2 million shares of its common stock along with cash of $33.4 million, which represented a transaction value of approximately $92.6 million based on its closing stock price of $14.12 on December 31, 2022.

In accordance with ASC 805, the Company expensed $268 thousand and $5.0 million of merger related costs, for the Emclaire acquisition, during the three and nine month periods ended September 30, 2023, respectively. There were no merger related expenses recorded during 2024. The Company recorded goodwill of $72.9 million as a result of the combination. Goodwill represents the future economic benefits arising from net assets acquired that are not individually identified and separately recognized and is attributable to synergies, including the reduction of personnel and overlapping contracts, expected to be derived from the Company’s strategy to enhance and expand its presence in Pennsylvania. The merger offers the Company the opportunity to increase profitability by introducing existing products and services to the acquired customer base as well as add new customers in the expanded market area. The goodwill was determined not to be deductible for income tax purposes.

8

The following table summarizes the consideration paid for Emclaire and the amounts of the assets acquired and liabilities assumed on the closing date of the acquisition.

(In Thousands of Dollars)
Consideration
Cash	$	33,440
Stock		59,202
Fair value of total consideration transferred	$	92,642
Fair value of assets acquired
Cash and cash equivalents	$	20,265
Securities available for sale		126,970
Other investments		7,795
Loans, net		740,659
Premises and equipment		14,808
Bank owned life insurance		22,485
Core deposit intangible		19,249
Current and deferred taxes		17,708
Other assets		7,682
Total assets acquired		977,621
Fair value of liabilities assumed
Deposits		875,813
Short-term borrowings		75,000
Accrued interest payable and other liabilities		7,104
Total liabilities		957,917
Net assets acquired	$	19,704
Goodwill created		72,938
Total net assets acquired	$	92,642

The fair value of net assets acquired includes fair value adjustments to certain receivables that were considered performing as of the acquisition date. The fair value adjustments were determined using the income method, discounted cash flow approach. However, the Company believes that all contractual cash flows related to these financial instruments will be collected. As such, these receivables were not considered purchase credit deteriorated (“PCD”) at the acquisition date and were not subject to the guidance relating to PCD loans. Receivables acquired that were not subject to these requirements had a fair value and gross contractual amounts receivable of $714.4 million and $764.8 million on the date of acquisition.

The fair value of purchased financial assets that were classified as PCD loans are discussed in the loan footnote.

Securities:

The following table summarizes the amortized cost and fair value of the available-for-sale securities portfolio at September 30, 2024 and December 31, 2023, and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss). No allowance for credit losses have been recognized for the securities portfolio at September 30, 2024 or December 31, 2023.

			Gross		Gross
	Amortized		Unrealized		Unrealized
(In Thousands of Dollars)	Cost		Gains		Losses			Fair Value
September 30, 2024
U.S. Treasury and U.S. government sponsored entities	$	132,478	$	119	$	(13,004	)	$	119,593
State and political subdivisions		611,001		4,159		(87,438	)		527,722
Corporate bonds		18,494		313		(371	)		18,436
Mortgage-backed securities		601,239		491		(88,517	)		513,213
Collateralized mortgage obligations		116,764		482		(5,485	)		111,761
Small Business Administration		2,822		0		(197	)		2,625
Totals	$	1,482,798	$	5,564	$	(195,012	)	$	1,293,350

9

			Gross		Gross
	Amortized		Unrealized		Unrealized
(In Thousands of Dollars)	Cost		Gains		Losses			Fair Value
December 31, 2023
U.S. Treasury and U.S. government sponsored entities	$	145,439	$	113	$	(17,597	)	$	127,955
State and political subdivisions		644,880		4,792		(93,503	)		556,169
Corporate bonds		18,554		187		(466	)		18,275
Mortgage-backed securities		624,529		1		(104,144	)		520,386
Collateralized mortgage obligations		80,227		331		(6,559	)		73,999
Small Business Administration		3,212		0		(295	)		2,917
Totals	$	1,516,841	$	5,424	$	(222,564	)	$	1,299,701

The proceeds from sales of available-for-sale securities and the associated gains and losses are as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
		2024			2023			2024			2023
Proceeds	$	4,109		$	15,388		$	48,865		$	85,306
Gross gains		0			0			17			441
Gross losses		(421	)		(618	)		(2,697	)		(939	)

The amortized cost and fair value of the debt securities portfolio are shown in the table below by expected maturity. Expected maturities may differ from contractual maturities if issuers have the right to call or prepay obligations with or without call, or prepayment penalties. Securities not due at a single maturity date are shown separately.

	September 30, 2024
(In Thousands of Dollars)	Amortized Cost		Fair Value
Maturity
Within one year	$	3,154	$	3,188
One to five years		66,494		60,894
Five to ten years		162,857		152,018
Beyond ten years		529,468		449,651
Mortgage-backed, collateralized mortgage obligations and Small Business Administration securities		720,825		627,599
Total	$	1,482,798	$	1,293,350

The following table summarizes the investment securities with unrealized losses for which an allowance for credit losses has not been recorded at September 30, 2024 and December 31, 2023, aggregated by major security type and length of time in a continuous unrealized loss position.

	Less than 12 Months					12 Months or Longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(In Thousands of Dollars)	Value		Loss			Value		Loss			Value		Loss
September 30, 2024
U.S. Treasury and U.S. government sponsored entities	$	2,758	$	(252	)	$	114,823	$	(12,752	)	$	117,581	$	(13,004	)
State and political subdivisions		32,039		(2,730	)		418,686		(84,708	)		450,725		(87,438	)
Corporate bonds		2,392		(34	)		8,857		(337	)		11,249		(371	)
Mortgage-backed securities		0		0			497,592		(88,517	)		497,592		(88,517	)
Collateralized mortgage obligations		20,871		(315	)		49,258		(5,170	)		70,129		(5,485	)
Small Business Administration		0		0			2,625		(197	)		2,625		(197	)
Total	$	58,060	$	(3,331	)	$	1,091,841	$	(191,681	)	$	1,149,901	$	(195,012	)

10

	Less than 12 Months					12 Months or Longer					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
(In Thousands of Dollars)	Value		Loss			Value		Loss			Value		Loss
December 31, 2023
U.S. Treasury and U.S. government sponsored entities	$	399	$	(1	)	$	122,361	$	(17,596	)	$	122,760	$	(17,597	)
State and political subdivisions		15,852		(1,684	)		428,416		(91,819	)		444,268		(93,503	)
Corporate bonds		8,463		(284	)		3,881		(182	)		12,344		(466	)
Mortgage-backed securities		5,113		(76	)		515,259		(104,068	)		520,372		(104,144	)
Collateralized mortgage obligations		20,019		(980	)		43,808		(5,579	)		63,827		(6,559	)
Small Business Administration		0		0			2,917		(295	)		2,917		(295	)
Total	$	49,846	$	(3,025	)	$	1,116,642	$	(219,539	)	$	1,166,488	$	(222,564	)

As of September 30, 2024, the Company’s security portfolio consisted of 944 securities, 756 of which were in an unrealized loss position. The treasury, agency, mortgage-backed securities, collateralized mortgage obligations and small business administration securities that the Company owns are all issued by government sponsored entities and therefore contain no potential for credit loss. The Company does not consider any of its available-for-sale securities with unrealized losses to be attributable to credit-related factors, as the unrealized losses have occurred as a result of changes in noncredit related factors such as changes in interest rates, market spreads and market conditions subsequent to purchase, not credit deterioration. The vast majority of the Company's state and political subdivisions holdings are of high credit quality, and are rated AA or higher. In addition, management has both the ability and intent to hold the securities for a period of time sufficient to allow for the recovery in fair value. As of September 30, 2024, the Company has not recorded an allowance for credit losses on available for sale (“AFS”) securities.

Equity Securities

The Company also holds equity securities which include $15.7 million in Small Business Investment Company (“SBIC”) partnership investments as well as $261 thousand in local and regional bank holdings and other miscellaneous equity funds at September 30, 2024. At December 31, 2023, the Company held $14.9 million in SBIC investments and $226 thousand in local and regional bank holdings and other miscellaneous equity funds. Gains on these equity funds were recognized as income in 2024 and 2023 in compliance with ASU 2016-01, which requires all equity securities to be measured at their fair value with changes in fair value being recognized through the statements of income.

Loans:

Loan balances were as follows:

(In Thousands of Dollars)	September 30, 2024			December 31, 2023
Commercial real estate
Owner occupied	$	396,970		$	399,273
Non-owner occupied		684,603			712,315
Farmland		203,387			202,950
Other		290,801			224,218
Commercial
Commercial and industrial		358,247			346,354
Agricultural		58,386			58,338
Residential real estate
1-4 family residential		852,444			843,697
Home equity lines of credit		155,967			142,441
Consumer
Indirect		239,075			226,815
Direct		20,404			23,805
Other		9,752			9,164
Total loans	$	3,270,036		$	3,189,370
Net deferred loan costs		10,481			8,757
Allowance for credit losses		(36,186	)		(34,440	)
Net loans	$	3,244,331		$	3,163,687

11

Allowance for credit loss activity

The following tables present the activity in the allowance for credit losses by portfolio segment for the three and nine month periods ended September 30, 2024 and 2023:

Three Months Ended September 30, 2024

(In Thousands of Dollars)	Commercial Real Estate			Commercial			Residential Real Estate		Consumer			Total
Allowance for credit losses
Beginning balance	$	17,223		$	4,628		$	7,422	$	4,718		$	33,991
(Credit) Provision for credit losses		6,226			(24	)		117		488			6,807
Loans charged off		(4,401	)		(396	)		0		(319	)		(5,116	)
Recoveries		3			407			10		84			504
Total ending allowance balance	$	19,051		$	4,615		$	7,549	$	4,971		$	36,186

Nine Months Ended September 30, 2024

(In Thousands of Dollars)	Commercial Real Estate			Commercial			Residential Real Estate			Consumer			Total
Allowance for credit losses
Beginning balance	$	18,150		$	5,087		$	6,916		$	4,287		$	34,440
(Credit) Provision for credit losses		5,427			466			676			1,363			7,932
Loans charged off		(4,547	)		(1,411	)		(81	)		(1,020	)		(7,059	)
Recoveries		21			473			38			341			873
Total ending allowance balance	$	19,051		$	4,615		$	7,549		$	4,971		$	36,186

Three Months Ended September 30, 2023

(In Thousands of Dollars)	Commercial Real Estate			Commercial			Residential Real Estate			Consumer			Total
Allowance for credit losses
Beginning balance	$	18,537		$	5,295		$	6,866		$	4,259		$	34,957
PCD ACL on loans acquired		0			0			0			0			0
(Credit) Provision for credit losses		182			(45	)		13			32			182
Loans charged off		(3	)		(154	)		(157	)		(211	)		(525	)
Recoveries		0			6			12			121			139
Total ending allowance balance	$	18,716		$	5,102		$	6,734		$	4,201		$	34,753

Nine Months Ended September 30, 2023

(In Thousands of Dollars)	Commercial Real Estate			Commercial			Residential Real Estate			Consumer			Total
Allowance for credit losses
Beginning balance	$	14,840		$	4,186		$	4,374		$	3,578		$	26,978
PCD ACL on loans acquired		850			138			11			0			999
Provision for credit losses		3,185			1,638			2,542			867			8,232
Loans charged off		(160	)		(888	)		(251	)		(666	)		(1,965	)
Recoveries		1			28			58			422			509
Total ending allowance balance	$	18,716		$	5,102		$	6,734		$	4,201		$	34,753

The cumulative loss rate used as the basis for the estimate of credit losses is comprised of the Company's historical loss experience from December 31, 2011 to September 30, 2024. As of September 30, 2024, the Company expects that the markets in which it operates will experience minimal changes to economic conditions, stable trend in unemployment rate, and a level trend of delinquencies. Management adjusted historical loss experience for these expectations. No reversion adjustments were necessary, as the starting point for the Company's estimate was a cumulative loss rate covering the expected contractual term of the portfolio. While there are many factors that go into the calculation of the allowance for credit losses, the change in the balances from September 30, 2023 to September 30,

12

2024 is largely attributed to adjustments made to an increase in the specific reserve related to the individual evaluation of a commercial real estate non-owner occupied loan, adjustments made to the Portfolio Composition and Growth qualitative factor and increased loan balances. These factors were partially offset by adjustments made to the Commercial Staffing qualitative factor and release of reserves related to loans transferred to held for sale.

The following tables present the amortized cost basis of loans on nonaccrual status and loans past due over 89 days still accruing as of September 30, 2024 and December 31, 2023:

(In Thousands of Dollars)	Nonaccrual with no allowance for credit loss		Nonaccrual with an allowance for credit loss		Loans past due over 89 days still accruing
September 30, 2024
Commercial real estate
Owner occupied	$	1,576	$	852	$	0
Non-owner occupied		0		8,105		0
Farmland		1,789		5		0
Other		0		0		0
Commercial
Commercial and industrial		224		1,027		0
Agricultural		179		237		0
Residential real estate
1-4 family residential		526		3,489		91
Home equity lines of credit		96		146		0
Consumer
Indirect		87		500		0
Direct		66		75		0
Other		0		6		0
Total loans	$	4,543	$	14,442	$	91

(In Thousands of Dollars)	Nonaccrual with no allowance for credit loss		Nonaccrual with an allowance for credit loss		Loans past due over 89 days still accruing
December 31, 2023
Commercial real estate
Owner occupied	$	1,804	$	830	$	0
Non-owner occupied		19		1,491		0
Farmland		1,957		9		0
Other		0		80		0
Commercial
Commercial and industrial		394		1,408		0
Agricultural		203		317		0
Residential real estate
1-4 family residential		348		3,009		460
Home equity lines of credit		240		210		69
Consumer
Indirect		22		300		125
Direct		65		69		1
Other		0		5		0
Total loans	$	5,052	$	7,728	$	655

The above table for the period ending December 31, 2023 does not include a $1.63 million non-owner occupied commercial real estate loan that was held-for-sale and in nonaccrual status. There were no nonaccrual or past due loans related to loans held-for-sale at September 30, 2024.

13

The following tables present the amortized cost basis of collateral-dependent loans by class of loans as of September 30, 2024 and December 31, 2023:

(In Thousands of Dollars)	Real Estate		Business Assets		Vehicles		Cash
September 30, 2024
Commercial real estate
Owner occupied	$	1,576	$	0	$	0	$	0
Non-owner occupied		8,119		0		0		0
Farmland		1,789		0		0		0
Other		0		0		0		0
Commercial
Commercial and industrial		79		145		0		0
Agricultural		0		179		0		0
Residential real estate
1-4 family residential		4,001		0		0		0
Home equity lines of credit		270		0		0		0
Consumer
Indirect		0		0		123		0
Direct		0		0		12		66
Other		0		0		0		0
Total loans	$	15,834	$	324	$	135	$	66

(In Thousands of Dollars)	Real Estate		Business Assets		Vehicles		Cash
December 31, 2023
Commercial real estate
Owner occupied	$	1,804	$	0	$	0	$	0
Non-owner occupied		1,335		0		0		0
Farmland		1,957		0		0		0
Other		0		0		0		0
Commercial
Commercial and industrial		94		867		0		0
Agricultural		0		203		0		0
Residential real estate
1-4 family residential		3,352		0		0		0
Home equity lines of credit		294		0		0		0
Consumer
Indirect		0		0		53		0
Direct		0		0		19		66
Other		0		0		0		0
Total loans	$	8,836	$	1,070	$	72	$	66

14

The following tables present the aging of the recorded investment in past due loans as of September 30, 2024 and December 31, 2023 by class of loans.

(In Thousands of Dollars)	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due and Nonaccrual		Total Past Due		Loans Not Past Due		Total
September 30, 2024
Commercial real estate
Owner occupied	$	706	$	448	$	2,428	$	3,582	$	393,158	$	396,740
Non-owner occupied		3,166		0		8,105		11,271		672,893		684,164
Farmland		0		0		1,794		1,794		201,397		203,191
Other		0		639		0		639		289,761		290,400
Commercial
Commercial and industrial		240		281		1,251		1,772		358,063		359,835
Agricultural		324		115		416		855		58,392		59,247
Residential real estate
1-4 family residential		5,367		1,542		4,106		11,015		841,767		852,782
Home equity lines of credit		672		92		242		1,006		155,066		156,072
Consumer
Indirect		1,285		512		587		2,384		245,505		247,889
Direct		62		11		141		214		20,228		20,442
Other		100		0		6		106		9,649		9,755
Total loans	$	11,922	$	3,640	$	19,076	$	34,638	$	3,245,879	$	3,280,517

(In Thousands of Dollars)	30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due and Nonaccrual		Total Past Due		Loans Not Past Due		Total
December 31, 2023
Commercial real estate
Owner occupied	$	302	$	293	$	2,634	$	3,229	$	395,799	$	399,028
Non-owner occupied		90		0		1,510		1,600		710,195		711,795
Farmland		365		0		1,966		2,331		200,395		202,726
Other		0		0		80		80		223,697		223,777
Commercial
Commercial and industrial		540		199		1,802		2,541		345,278		347,819
Agricultural		292		40		520		852		58,223		59,075
Residential real estate
1-4 family residential		6,819		4,488		3,817		15,124		828,437		843,561
Home equity lines of credit		729		34		519		1,282		141,189		142,471
Consumer
Indirect		2,045		289		447		2,781		232,105		234,886
Direct		153		23		135		311		23,514		23,825
Other		4		0		5		9		9,155		9,164
Total loans	$	11,339	$	5,366	$	13,435	$	30,140	$	3,167,987	$	3,198,127

Loan Restructurings

The Company adopted the accounting guidance in ASU No. 2022-02, effective as of January 1, 2023, which eliminates the recognition and measurement of troubled debt restructurings (“TDR”). Due to the removal of the TDR designation, the Company evaluates all loan restructurings according to the accounting guidance for loan modifications to determine if the restructuring results in a new loan or a continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and combinations of the listed modifications. Therefore, the disclosures related to loan restructurings are only for modifications that directly affect cash flows.

15

Any restructuring of a loan in which the borrower has experienced financial difficulty and the terms of the loan are more favorable than would generally be considered for borrowers with the same credit characteristics would be individually evaluated. Otherwise, the restructured loan remains in the appropriate segment in the ACL model.

The following table presents the amortized cost basis of loans that were both experiencing financial difficulty and modified during the three and nine months ended September 30, 2024 and September 30, 2023, by class and type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below:

For the three month period ended September 30, 2024, there were no modifications to borrowers experiencing financial difficulty.

Nine Months Ended September 30, 2024	Amortized Cost
(In Thousands of Dollars)	Payment Deferral		Principal Forgiveness		Interest Rate Reduction		Combination Term Extension and Interest Rate Reduction		Total		% of Total Class of Financing Receivable
Residential real estate
Home equity lines of credit	$	0	$	0	$	29	$	20	$	49		0.03	%
Total modifications to borrowers experiencing financial difficulty	$	0	$	0	$	29	$	20	$	49		0.00	%

Three Months Ended September 30, 2023	Amortized Cost
(In Thousands of Dollars)	Payment Deferral		Principal Forgiveness		Interest Rate Reduction		Combination Term Extension and Interest Rate Reduction		Total		% of Total Class of Financing Receivable
Residential real estate
1-4 family residential	$	0	$	0	$	31	$	133	$	164		0.02	%
Total modifications to borrowers experiencing financial difficulty	$	0	$	0	$	31	$	133	$	164		0.01	%

Nine Months Ended September 30, 2023	Amortized Cost
(In Thousands of Dollars)	Payment Deferral		Principal Forgiveness		Interest Rate Reduction		Combination Term Extension and Interest Rate Reduction		Total		% of Total Class of Financing Receivable
Commercial
Commercial and industrial	$	50	$	0	$	0	$	0	$	50		0.01	%
Residential real estate
1-4 family residential		0		0		31		133		164		0.02	%
Total modifications to borrowers experiencing financial difficulty	$	50	$	0	$	31	$	133	$	214		0.01	%

16

The following table presents the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty during the three and nine months ended September 30, 2024 and September 30, 2023:

For the three month period ended September 30, 2024, there were no loan modification for borrowers experiencing financial difficulty.

	Payment Deferral	Term Extension		Interest Rate Reduction
	Weighted-Average Years Added to the Life	Weighted-Average Years Added to the Life		Weighted-Average Contractual Interest Rate
Nine Months Ended September 30, 2024				From			To
Residential real estate
Home equity lines of credit			10		10.45	%		5.91	%

	Payment Deferral		Term Extension		Interest Rate Reduction
	Weighted-Average Years Added to the Life		Reduction of Amortized Cost Basis of the Loans		Weighted-Average Contractual Interest Rate
Three Months Ended September 30, 2023					From			To
Residential real estate
1-4 family residential				5		4.77	%		3.38	%
	Payment Deferral		Term Extension		Interest Rate Reduction
	Weighted-Average Years Added to the Life		Reduction of Amortized Cost Basis of the Loans		Weighted-Average Contractual Interest Rate
Nine Months Ended September 30, 2023					From			To
Commercial
Commercial and industrial		0.5
Residential real estate
1-4 family residential				5		4.77	%		3.38	%

The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified in the three and nine months ended September 30, 2024 and September 30, 2023:

For the three month period ended September 30, 2024, there were no loan modification for borrowers experiencing financial difficulty.

Nine Months Ended September 30, 2024	Payment status (Amortized cost Basis)
(In Thousands of Dollars)	Current		30-89 Days past due		90+ Days past due
Accrual restructured loans
Residential real estate
Home equity lines of credit	$	0	$	20	$	0
Total accruing restructured loans	$	0	$	20	$	0
Nonaccrual restructured loans
Residential real estate
Home equity lines of credit		0		0		29
Total nonaccrual restructured loans	$	0	$	0	$	29
Total restructured loans	$	0	$	20	$	29

Three Months Ended September 30, 2023	Payment status (Amortized cost Basis)
(In Thousands of Dollars)	Current		30-89 Days past due		90+ Days past due
Residential real estate
1-4 family residential	$	164	$	0	$	0
Total accruing restructured loans	$	164	$	0	$	0
Total restructured loans	$	164	$	0	$	0

17

Nine Months Ended September 30, 2023	Payment status (Amortized cost Basis)
(In Thousands of Dollars)	Current		30-89 Days past due		90+ Days past due
Commercial
Commercial and industrial	$	50	$	0	$	0
Residential real estate
1-4 family residential		164		0		0
Total accruing restructured loans	$	214	$	0	$	0
Nonaccrual restructured loans
Total nonaccrual restructured loans	$	0	$	0	$	0
Total restructured loans	$	214	$	0	$	0

As of September 30, 2024, the Company had no commitments to lend any additional funds on restructured loans.

The following table presents the amortized cost basis of loans that had a payment default during the three and nine months ended September 30, 2024 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty. For purposes of this disclosure a default occurs when within 12 months of the original modification, a loan is 30 days contractually past due under the modified terms:

Three Months Ended September 30, 2024	Amortized Cost
(In Thousands of Dollars)	Payment Deferral		Term Extension		Interest Rate Reduction		Combination Term Extension and Interest Rate Reduction
Residential real estate
1-4 family residential	$	0	$	37	$	0	$	0
Home equity lines of credit		0		0		29		20
Total modifications to borrowers experiencing financial difficulty	$	0	$	37	$	29	$	20

Nine Months Ended September 30, 2024	Amortized Cost
(In Thousands of Dollars)	Payment Deferral		Term Extension		Interest Rate Reduction		Combination Term Extension and Interest Rate Reduction
Residential real estate
1-4 family residential	$	0	$	37	$	0	$	0
Home equity lines of credit		0		0		29		20
Total modifications to borrowers experiencing financial difficulty	$	0	$	37	$	29	$	20

For the three and nine months ended September 30, 2023, the Company had no loans that defaulted during the period and had been modified in the twelve months prior to that default to borrowers experiencing financial difficulty.

Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance of the credit losses is adjusted by the same amount.

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company establishes a risk rating at origination for all commercial loan and commercial real estate relationships. For relationships over $3 million, management monitors the loans on an ongoing basis for any changes in the borrower’s ability to service their debt. Management also affirms the risk ratings for the loans in their respective portfolios on an annual basis. The Company uses the following definitions for risk ratings:

18

Special Mention. Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.

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

Doubtful. Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

As of September 30, 2024 and December 31, 2023, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

(In Thousands of Dollars)	Pass		Special Mention		Sub standard		Doubtful		Total
September 30, 2024
Commercial real estate
Owner occupied	$	385,103	$	4,908	$	6,729	$	0	$	396,740
Non-owner occupied		637,248		9,976		35,765		1,175		684,164
Farmland		200,902		0		2,289		0		203,191
Other		280,656		1,106		8,638		0		290,400
Commercial
Commercial and industrial		348,796		171		10,868		0		359,835
Agricultural		58,760		67		420		0		59,247
Total loans	$	1,911,465	$	16,228	$	64,709	$	1,175	$	1,993,577

(In Thousands of Dollars)	Pass		Special Mention		Sub standard		Total
December 31, 2023
Commercial real estate
Owner occupied	$	386,015	$	9,628	$	3,385	$	399,028
Non-owner occupied		648,063		27,938		35,794		711,795
Farmland		200,240		0		2,486		202,726
Other		215,459		0		8,318		223,777
Commercial
Commercial and industrial		334,764		646		12,409		347,819
Agricultural		58,506		17		552		59,075
Total loans	$	1,843,047	$	38,229	$	62,944	$	1,944,220

The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. For residential, consumer indirect and direct loan classes, the Company evaluates credit quality based on the aging status of the loan, which was previously presented, and by payment activity. The above table for the period ending December 31, 2023 does not include a $1.63 million non-owner occupied commercial real estate loan that was held-for-sale and risk rated substandard. There were no special mention or substandard loans related to loans held-for-sale at September 30, 2024. In the 1-4 family residential real estate portfolio at September 30, 2024, other real estate owned and foreclosure properties were $0 and $361 thousand, respectively. At December 31, 2023, other real estate owned and foreclosure properties were $92 thousand and $207 thousand, respectively.

19

The following tables present the recorded investment in residential, consumer indirect and direct auto loans based on payment activity as of September 30, 2024 and December 31, 2023. Nonperforming loans are loans past due 90 days or more and still accruing interest and nonaccrual loans.

	Residential Real Estate				Consumer
(In Thousands of Dollars)	1-4 Family Residential		Home Equity Lines of Credit		Indirect		Direct		Other
September 30, 2024
Performing	$	848,676	$	155,830	$	247,302	$	20,301	$	9,749
Nonperforming		4,106		242		587		141		6
Total loans	$	852,782	$	156,072	$	247,889	$	20,442	$	9,755

	Residential Real Estate				Consumer
(In Thousands of Dollars)	1-4 Family Residential		Home Equity Lines of Credit		Indirect		Direct		Other
December 31, 2023
Performing	$	839,744	$	141,952	$	234,439	$	23,690	$	9,159
Nonperforming		3,817		519		447		135		5
Total loans	$	843,561	$	142,471	$	234,886	$	23,825	$	9,164

The following table presents total loans by risk categories and year of origination:

	Term Loans Amortized Cost Basis by Origination Year
As of September 30, 2024	2024		2023		2022		2021		2020		Prior		Revolving Loans		Total
Commercial real estate - Owner occupied:
Risk Rating
Pass	$	34,754	$	55,619	$	49,745	$	61,781	$	47,164	$	133,476	$	2,564	$	385,103
Special mention		0		3,250		0		1,130		0		528		0		4,908
Substandard		0		0		2,313		0		628		3,600		188		6,729
Total commercial real estate - Owner occupied loans	$	34,754	$	58,869	$	52,058	$	62,911	$	47,792	$	137,604	$	2,752	$	396,740
Commercial real estate - Owner Occupied: Current period gross write-offs	$	0	$	0	$	0	$	0	$	21	$	0	$	0	$	21
Commercial real estate - Non-owner occupied:
Risk Rating
Pass	$	28,980	$	47,673	$	133,108	$	81,447	$	73,555	$	265,029	$	7,456	$	637,248
Special mention		0		0		536		314		0		9,126		0		9,976
Substandard		7,141		409		0		10,910		6,925		10,380		0		35,765
Doubtful		0		0		0		1,175		0		0		0		1,175
Total commercial real estate - Non-owner occupied loans	$	36,121	$	48,082	$	133,644	$	93,846	$	80,480	$	284,535	$	7,456	$	684,164
Commercial real estate - Non-owner occupied: Current period gross write-offs	$	0	$	0	$	0	$	4,380	$	146	$	0	$	0	$	4,526
Commercial real estate - Farmland:
Risk Rating
Pass	$	11,476	$	22,178	$	39,688	$	19,790	$	32,079	$	72,989	$	2,702	$	200,902
Substandard		0		0		0		319		0		1,970		0		2,289
Total commercial real estate - Farmland loans	$	11,476	$	22,178	$	39,688	$	20,109	$	32,079	$	74,959	$	2,702	$	203,191
Commercial real estate - Other:
Risk Rating
Pass	$	28,993	$	101,466	$	70,158	$	46,221	$	8,595	$	24,624	$	599	$	280,656
Special mention		0		993		0		113		0		0		0		1,106
Substandard		8,602		0		0		0		0		36		0		8,638
Total commercial real estate - Other loans	$	37,595	$	102,459	$	70,158	$	46,334	$	8,595	$	24,660	$	599	$	290,400

20

	Term Loans Amortized Cost Basis by Origination Year (Continued)
As of September 30, 2024	2024		2023		2022		2021		2020		Prior		Revolving Loans		Total
Commercial - Commercial and industrial:
Risk Rating
Pass	$	59,602	$	87,280	$	59,819	$	29,847	$	13,538	$	23,284	$	75,426	$	348,796
Special mention		0		0		0		171		0		0		0		171
Substandard		80		87		5,851		281		191		1,804		2,574		10,868
Total commercial - Commercial and industrial loans	$	59,682	$	87,367	$	65,670	$	30,299	$	13,729	$	25,088	$	78,000	$	359,835
Commercial - Commercial and industrial: Current period gross write-offs	$	0	$	231	$	284	$	104	$	220	$	164	$	313	$	1,316
Commercial - Agricultural:
Risk Rating
Pass	$	7,691	$	12,502	$	14,426	$	6,352	$	2,216	$	1,152	$	14,421	$	58,760
Special mention		0		0		0		0		0		0		67		67
Substandard		0		1		45		63		172		139		0		420
Total commercial - Agricultural loans	$	7,691	$	12,503	$	14,471	$	6,415	$	2,388	$	1,291	$	14,488	$	59,247
Commercial - Agricultural: Current period gross write-offs	$	0	$	0	$	36	$	13	$	29	$	17	$	0	$	95
Residential real estate - 1-4 family residential:
Payment Performance
Performing	$	62,632	$	71,869	$	161,600	$	157,665	$	123,755	$	267,898	$	3,257	$	848,676
Nonperforming		0		0		24		299		1,920		1,863		0		4,106
Total residential real estate - 1-4 family residential loans	$	62,632	$	71,869	$	161,624	$	157,964	$	125,675	$	269,761	$	3,257	$	852,782
Residential real estate - 1-4 family residential: Current period gross write-offs	$	0	$	0	$	0	$	17	$	0	$	64	$	0	$	81
Residential real estate - Home equity lines of credit:
Payment Performance
Performing	$	0	$	166	$	61	$	169	$	95	$	4,491	$	150,848	$	155,830
Nonperforming		0		0		29		0		0		161		52		242
Total residential real estate - Home equity lines of credit loans	$	0	$	166	$	90	$	169	$	95	$	4,652	$	150,900	$	156,072

21

	Term Loans Amortized Cost Basis by Origination Year (Continued)
As of September 30, 2024	2024		2023		2022		2021		2020		Prior		Revolving Loans		Total
Consumer - Indirect:
Payment Performance
Performing	$	68,575	$	60,128	$	54,533	$	25,248	$	15,820	$	22,998	$	0	$	247,302
Nonperforming		0		81		189		153		68		96		0		587
Total consumer - Indirect loans	$	68,575	$	60,209	$	54,722	$	25,401	$	15,888	$	23,094	$	0	$	247,889
Consumer - Indirect: Current period gross write-offs	$	10	$	65	$	89	$	150	$	93	$	336	$	0	$	743
Consumer - Direct:
Payment Performance
Performing	$	2,246	$	2,539	$	2,735	$	1,489	$	906	$	10,039	$	347	$	20,301
Nonperforming		0		9		6		35		66		25		0		141
Total consumer - Direct loans	$	2,246	$	2,548	$	2,741	$	1,524	$	972	$	10,064	$	347	$	20,442
Consumer - Direct: Current period gross write-offs	$	0	$	7	$	29	$	5	$	5	$	91	$	0	$	137
Consumer - Other:
Payment Performance
Performing	$	0	$	0	$	0	$	60	$	100	$	375	$	9,214	$	9,749
Nonperforming		0		0		0		0		0		1		5		6
Total consumer - Other loans	$	0	$	0	$	0	$	60	$	100	$	376	$	9,219	$	9,755
Consumer - Other: Current period gross write-offs	$	0	$	0	$	1	$	0	$	0	$	139	$	0	$	140

22

	Term Loans Amortized Cost Basis by Origination Year
As of December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving Loans		Total
Commercial real estate - Owner occupied:
Risk Rating
Pass	$	57,983	$	58,178	$	66,205	$	42,023	$	48,849	$	109,831	$	2,946	$	386,015
Special mention		0		293		0		8,779		0		556		0		9,628
Substandard		0		0		0		10		490		2,701		184		3,385
Total commercial real estate - Owner occupied loans	$	57,983	$	58,471	$	66,205	$	50,812	$	49,339	$	113,088	$	3,130	$	399,028
Commercial real estate - Owner Occupied: Current period gross write-offs	$	0	$	0	$	0	$	0	$	1	$	0	$	0	$	1
Commercial real estate - Non-owner occupied:
Risk Rating
Pass	$	49,177	$	135,433	$	88,188	$	77,713	$	81,079	$	205,729	$	10,744	$	648,063
Special mention		0		0		12,156		0		6,565		9,217		0		27,938
Substandard		0		0		3,972		10,037		3,492		17,794		499		35,794
Total commercial real estate - Non-owner occupied loans	$	49,177	$	135,433	$	104,316	$	87,750	$	91,136	$	232,740	$	11,243	$	711,795
Commercial real estate - Non-owner occupied: Current period gross write-offs	$	0	$	0	$	0	$	0	$	144	$	201	$	0	$	345
Commercial real estate - Farmland:
Risk Rating
Pass	$	22,576	$	40,101	$	20,890	$	34,036	$	18,634	$	59,900	$	4,103	$	200,240
Substandard		0		0		330		0		26		2,130		0		2,486
Total commercial real estate - Farmland loans	$	22,576	$	40,101	$	21,220	$	34,036	$	18,660	$	62,030	$	4,103	$	202,726
Commercial real estate - Farmland: Current period gross write-offs	$	0	$	0	$	0	$	0	$	0	$	3	$	0	$	3
Commercial real estate - Other:
Risk Rating
Pass	$	68,911	$	56,753	$	47,895	$	9,063	$	8,516	$	23,269	$	1,052	$	215,459
Substandard		0		0		0		8,186		0		132		0		8,318
Total commercial real estate - Other loans	$	68,911	$	56,753	$	47,895	$	17,249	$	8,516	$	23,401	$	1,052	$	223,777

23

	Term Loans Amortized Cost Basis by Origination Year (Continued)
As of December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving Loans		Total
Commercial - Commercial and industrial:
Risk Rating
Pass	$	90,807	$	85,255	$	40,444	$	21,794	$	9,736	$	23,030	$	63,698	$	334,764
Special mention		0		141		355		21		0		0		129		646
Substandard		195		3,551		980		404		1,077		699		5,503		12,409
Total commercial - Commercial and industrial loans	$	91,002	$	88,947	$	41,779	$	22,219	$	10,813	$	23,729	$	69,330	$	347,819
Commercial - Commercial and industrial: Current period gross write-offs	$	0	$	178	$	579	$	11	$	16	$	394	$	0	$	1,178
Commercial - Agricultural:
Risk Rating
Pass	$	13,738	$	17,368	$	8,917	$	3,584	$	1,386	$	1,133	$	12,380	$	58,506
Special mention		0		0		0		0		0		0		17		17
Substandard		0		33		118		225		24		152		0		552
Total commercial - Agricultural loans	$	13,738	$	17,401	$	9,035	$	3,809	$	1,410	$	1,285	$	12,397	$	59,075
Commercial - Agricultural: Current period gross write-offs	$	0	$	15	$	70	$	3	$	0	$	6	$	0	$	94
Residential real estate - 1-4 family residential:
Payment Performance
Performing	$	63,365	$	171,862	$	164,469	$	132,989	$	49,380	$	254,027	$	3,652	$	839,744
Nonperforming		37		58		312		1,645		115		1,650		0		3,817
Total residential real estate - 1-4 family residential loans	$	63,402	$	171,920	$	164,781	$	134,634	$	49,495	$	255,677	$	3,652	$	843,561
Residential real estate - 1-4 family residential: Current period gross write-offs	$	52	$	0	$	49	$	130	$	0	$	129	$	0	$	360
Residential real estate - Home equity lines of credit:
Payment Performance
Performing	$	0	$	19	$	14	$	111	$	51	$	3,302	$	138,455	$	141,952
Nonperforming		0		26		13		15		0		465		0		519
Total residential real estate - Home equity lines of credit loans	$	0	$	45	$	27	$	126	$	51	$	3,767	$	138,455	$	142,471
Residential real estate - Home equity lines of credit: Current period gross write-offs	$	0	$	0	$	0	$	8	$	0	$	16	$	0	$	24

24

	Term Loans Amortized Cost Basis by Origination Year (Continued)
As of December 31, 2023	2023		2022		2021		2020		2019		Prior		Revolving Loans		Total
Consumer - Indirect:
Payment Performance
Performing	$	74,425	$	71,705	$	32,528	$	21,163	$	11,395	$	23,223	$	0	$	234,439
Nonperforming		54		108		138		85		26		36		0		447
Total consumer - Indirect loans	$	74,479	$	71,813	$	32,666	$	21,248	$	11,421	$	23,259	$	0	$	234,886
Consumer - Indirect: Current period gross write-offs	$	33	$	138	$	71	$	35	$	23	$	232	$	0	$	532
Consumer - Direct:
Payment Performance
Performing	$	3,552	$	3,812	$	2,203	$	1,352	$	974	$	11,431	$	366	$	23,690
Nonperforming		0		17		0		65		0		53		0		135
Total consumer - Direct loans	$	3,552	$	3,829	$	2,203	$	1,417	$	974	$	11,484	$	366	$	23,825
Consumer - Direct: Current period gross write-offs	$	11	$	38	$	22	$	51	$	9	$	100	$	0	$	231
Consumer - Other:
Payment Performance
Performing	$	0	$	0	$	60	$	103	$	82	$	278	$	8,636	$	9,159
Nonperforming		0		0		0		0		0		5		0		5
Total consumer - Other loans	$	0	$	0	$	60	$	103	$	82	$	283	$	8,636	$	9,164
Consumer - Other: Current period gross write-offs	$	0	$	0	$	0	$	0	$	0	$	20	$	149	$	169

The Company follows ASU 2016-13 to calculate the allowance for credit losses which requires projecting credit losses over the lifetime of the credits. The ACL is adjusted through the provision for credit losses and reduced by net charge offs of loans. Although the Company has a diversified loan portfolio, the credit risk in the loan portfolio is largely influenced by general economic conditions and trends of the counties and markets in which the debtors operate, and the resulting impact on the operations of borrowers or on the value of any underlying collateral.

The credit loss estimation process involves procedures that consider the unique characteristics of the Company’s loan portfolio segments. These segments are disaggregated into the loan pools for monitoring. A model of risk characteristics, such as loss history and delinquency experience, trends in past due and non-performing loans, as well as existing economic conditions and supportable forecasts are used to determine credit loss assumptions.

The Company uses two methodologies to analyze loan pools. The cohort method and the probability of default/loss given default (“PD/LGD”). Cohort relies on the creation of cohorts to capture loans that qualify for a particular segment, as of a point in time. Those loans are then tracked over their remaining lives to determine their loss experience. The Company aggregates financial assets on the basis of similar risk characteristics when evaluating loans on a collective basis. Those characteristics include, but are not limited to, internal or external credit score, risk ratings, financial asset, loan type, collateral type, size, effective interest rate, term, or geographical location. The Company uses cohort primarily for consumer loan portfolios.

The probability of default portion of PD/LGD is defined by the Company as 90 days past due, placed on non-accrual, loan restructuring for borrowers experiencing financial difficulty or is partially, or wholly, charged-off. Typically, a one-year time period is used to assess probability of default (“PD”). PD can be measured and applied using various risk criteria. Risk rating is one common way to apply PDs. Loss given default LGD is to determine the percentage of loss by facility or collateral type. LGD estimates can sometimes be driven, or influenced, by product type, industry or geography. The Company uses PD/LGD primarily for commercial loan portfolios.

25

The following table presents the loan pools and the associated methodology used during the calculation of the allowance for credit losses in 2024.

Portfolio Segments	Loan Pool	Methodology	Loss Drivers
Residential real estate	1-4 Family Residential Real Estate - 1st Liens	Cohort	Credit Loss History
	1-4 Family Residential Real Estate - 2nd Liens	Cohort	Credit Loss History
Home Equity Lines of Credit	Home Equity Lines of Credit	Cohort	Credit Loss History
Consumer Finance	Cash Reserves	Cohort	Credit Loss History
	Direct	Cohort	Credit Loss History
	Indirect	Cohort	Credit Loss History
Commercial	Commercial and Industrial	PD/LGD	Credit Loss History
	Agricultural	PD/LGD	Credit Loss History
	Municipal	PD/LGD	Credit Loss History
Commercial real estate	Owner Occupied	PD/LGD	Credit Loss History
	Non-Owner Occupied	PD/LGD	Credit Loss History
	Multifamily	PD/LGD	Credit Loss History
	Farmland	PD/LGD	Credit Loss History
	Construction	PD/LGD	Credit Loss History

According to the accounting standard, an entity may make an accounting policy election not to measure an allowance for credit losses for accrued interest receivable if the entity writes off the applicable accrued interest receivable balance in a timely manner. The Company has made the accounting policy election not to measure an allowance for credit losses for accrued interest receivables for all loan segments. Current policy dictates that a loan will be placed on nonaccrual status, with the current accrued interest receivable balance being written off, upon the loan being 90 days delinquent or when the loan is deemed to be collateral dependent and the collateral analysis shows insufficient collateral coverage based on a current assessment of the value of the collateral.

In addition, ASC Topic 326 requires the Company to establish a liability for anticipated credit losses for unfunded commitments. To accomplish this, the Company must first establish a loss expectation for extended (funded) commitments. This loss expectation, expressed as a ratio to the amortized cost basis, is then applied to the portion of unfunded commitments not considered unilaterally cancelable, and considered by the company’s management as likely to fund over the life of the instrument. At September 30, 2024, the Company had $681 million in unfunded commitments and set aside $1.58 million in anticipated credit losses. At December 31, 2023, the Company had $753 million in unfunded commitments and set aside $1.84 million in anticipated credit losses. The $72 million decrease in unfunded commitments and $261 thousand decrease in the reserve for anticipated credit losses is due to existing construction loan projects that are moving forward and advances are being made to the loan. This reserve is recorded in other liabilities as opposed to the ACL.

The determination of the ACL is complex and the Company makes decisions on the effects of factors that are inherently uncertain. Evaluations of the loan portfolio and individual credits require certain estimates, assumptions and judgments as to the facts and circumstances related to particular situations or credits. The ACL was $36.2 million at September 30, 2024 and $34.4 million at December 31, 2023. The increase of $1.8 million was due to an increase to the specific reserve related to a non-owner occupied commercial real estate relationship, updates to the Company's delay periods that impacted the loss ratios of certain loan pools under the Cohort methodology, increased Portfolio Composition and growth qualitative factors due to increasing loan balances. These factors were partially offset by the reduction of the specific reserve related to a loan settlement, reduction of the specific reserve related to a payoff of another individually evaluated relationship, and improved loss rates for certain loan pools under the PD/LGD methodology.

26

Purchased Loans

Under ASU Topic 326, when loans are purchased with evidence of more than significant deterioration of credit, they are accounted for as purchase credit deteriorated (“PCD”). PCD loans acquired in a transaction are marked to fair value and a mark on yield is recorded. In addition, an adjustment is made to the ACL for the expected loss on the acquisition date. These loans are assessed on a regular basis and subsequent adjustments to the ACL are recorded on the income statement. During 2024, the Company has not acquired any additional PCD loans. The outstanding balance at September 30, 2024 and related allowance on PCD loans is as follows:

	Loan Balance		ACL Balance
Commercial real estate
Owner Occupied	$	384	$	14
Non-owner Occupied		27,033		475
Farmland		5		0
Commercial
Commercial and industrial		1,690		115
Agricultural		117		7
Residential real estate
1-4 family residential		1,265		7
Home equity lines of credit		3		0
Total	$	30,497	$	618

Revenue from Contracts with Customers:

All material revenue from contracts with customers in the scope of ASC 606 is recognized within noninterest income. ASC 606 rules govern the disclosure of revenue tied to contracts. The following table presents the Company’s noninterest income by revenue stream and reportable segment, net of eliminations, for the three and nine months ended September 30, 2024 and 2023.

(In Thousands of Dollars)	Trust Segment		Bank Segment		Totals
For Three Months Ended September 30, 2024
Service charges on deposit accounts	$	0	$	1,992	$	1,992
Debit card and EFT fees		0		1,993		1,993
Trust fees		2,544		0		2,544
Insurance agency commissions		0		1,416		1,416
Retirement plan consulting fees		677		0		677
Investment commissions		0		476		476
Other (outside the scope of ASC 606)		0		3,242		3,242
Total noninterest income	$	3,221	$	9,119	$	12,340

(In Thousands of Dollars)	Trust Segment		Bank Segment		Totals
For Three Months Ended September 30, 2023
Service charges on deposit accounts	$	0	$	1,712	$	1,712
Debit card and EFT fees		0		1,763		1,763
Trust fees		2,327		0		2,327
Insurance agency commissions		0		1,116		1,116
Retirement plan consulting fees		650		0		650
Investment commissions		0		520		520
Other (outside the scope of ASC 606)		0		1,743		1,743
Total noninterest income	$	2,977	$	6,854	$	9,831

27

(In Thousands of Dollars)	Trust Segment		Bank Segment		Totals
For Nine Months Ended September 30, 2024
Service charges on deposit accounts	$	0	$	5,421	$	5,421
Debit card and EFT fees		0		5,320		5,320
Trust fees		7,398		0		7,398
Insurance agency commissions		0		4,199		4,199
Retirement plan consulting fees		1,918		0		1,918
Investment commissions		0		1,386		1,386
Other (outside the scope of ASC 606)		0		4,660		4,660
Total noninterest income	$	9,316	$	20,986	$	30,302

(In Thousands of Dollars)	Trust Segment		Bank Segment		Totals
For Nine Months Ended September 30, 2023
Service charges on deposit accounts	$	0	$	4,646	$	4,646
Debit card and EFT fees		0		5,362		5,362
Trust fees		6,665		0		6,665
Insurance agency commissions		0		3,904		3,904
Retirement plan consulting fees		1,837		0		1,837
Investment commissions		0		1,389		1,389
Other (outside the scope of ASC 606)		0		5,902		5,902
Total noninterest income	$	8,502	$	21,203	$	29,705

A description of the Company’s revenue streams under ASC 606 follows:

Service charges on deposit accounts – The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Management reviewed the deposit account agreements, and determined that the agreements can be terminated at any time by either the Bank or the account holder. Transaction fees, such as balance transfers, wires and overdraft charges are settled the day the performance obligation is satisfied. The Bank’s monthly service charges and maintenance fees are for services provided to the customer on a monthly basis and are considered a series of services that have the same pattern of transfer each month. The review of service charges assessed on deposit accounts included the amount of variable consideration that is a part of the monthly charges. It was found that the waiver of service charges due to insufficient funds and dormant account fees is immaterial and would not require a change in the accounting treatment for these fees under the revenue standards.

Debit Card Interchange Fees – Customers and the Bank have an account agreement and maintain deposit balances with the Bank. Customers use a bank issued debit card to purchase goods and services, and the Bank earns interchange fees on those transactions, typically a percentage of the sale amount of the transaction. The Bank records the amount due when it receives the settlement from the payment network. Payments from the payment network are received and recorded into income on a daily basis. There are no contingent debit card interchange fees recorded by the Company that could be subject to a clawback in future periods.

Trust fees – Services provided to Trust customers are a series of distinct services that have the same pattern of transfer each month. Fees for trust accounts are billed and drafted from trust accounts monthly. The Company records these fees on the income statement on a monthly basis. Fees are assessed based on the total investable assets of the customer’s trust account. A signed contract between the Company and the customer is maintained for all customer trust accounts with payment terms identified. It is probable that the fees will be collectible as funds being managed are accessible by the asset manager. Past history of trust fee income recorded by the Company indicates that it is highly unlikely that a significant reversal could occur. There are no contingent incentive fees recorded by the Company that could be subject to a clawback in future periods.

Insurance Agency Commissions – Insurance agency commissions are received from insurance carriers for the agency’s share of commissions from customer premium payments. These commissions are recorded into income when checks are received from the insurance carriers, and there is no contingent portion associated with these commission checks. There may be a short time-lag in recording revenue when cash is received instead of recording the revenue when the policy is signed by the customer, but the time lag is insignificant and does not impact the revenue recognition process.

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Insurance also receives incentive checks from the insurance carriers for achieving specified levels of production with particular carriers. These amounts are recorded into income when a check is received, and there are no contingent amounts associated with these payments that may be clawed back by the carrier in the future. Similar to the monthly commissions explained in the preceding paragraph, there may be a short time-lag in recording incentive revenue on a cash basis as opposed to estimating the amount of incentive revenue expected to be earned, this does not materially impact the recognition of Insurance revenue. If there were any amounts that would need to be refunded for one specific Insurance customer, management believes the reversal would not be significant.

Other potential situations surrounding the recognition of Insurance revenue include estimating potential refunds due to the likely cancellation of a percentage of customers canceling their policies and recording revenue at the time of policy renewals.

Retirement Plan Consulting Fees – Revenue is recognized based on the level of work performed for the client. Any payments that are received for work to be performed in the future are recorded in a deferred revenue account, and recorded into income when the fees are earned.

Investment Commissions – Investment commissions are earned through the sales of non-deposit investment products to customers of the Company. The sales are conducted through a third-party broker-dealer. When the commissions are received and recorded into income on the Bank’s income statement, there is no contingent portion that may need to be refunded back to the broker dealer.

Other – Income items included in “Other” are Bank owned life insurance income, security gains, net gains on the sale of loans and other operating income. Any amounts within the scope of ASC 606 are deemed immaterial.

Fair Value:

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities;quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Investment Securities

The Company uses a third party service to estimate fair value on available for sale securities on a monthly basis. The Company’s service provider uses a leading evaluation pricing service for U.S. domestic fixed income securities and values securities using exit pricing requirements. The Company independently corroborates the fair value received through this pricing service by obtaining the pricing through a second source at the end of each quarter. The fair values for investment securities, which consist of equity securities that are recorded at fair value to comply with exit pricing, are determined by quoted market prices in active markets, if available (Level 1). The equity securities change in fair value is recorded in the income statement. For securities where quoted prices are not available, fair values are calculated based on quoted prices for similar assets in active markets, quoted prices for similar assets in markets that are not active or inputs other than quoted prices, which provide a reasonable basis for fair value determination. Such inputs may include interest rates and yield curves, prepayment speeds, credit risks and default rates. The inputs used are principally derived from observable market data (Level 2). For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3). The fair values of Level 3 investment securities are determined by using unobservable inputs to measure fair value of assets for which there is little, if any, market activity at the measurement date, using reasonable inputs and assumptions based on the best information at the time, to the extent that inputs are available without undue cost and effort.

At September 30, 2024, the Company determined that no securities had a fair value less than amortized cost that was as a result of credit deterioration as outlined in ASU 2016-13.

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Loans Held For Sale, at Fair Value

The fair value of loans held for sale is estimated based upon binding contracts or quotes from third party investors (Level 2).

Mortgage Banking Derivatives

The fair value of mortgage banking derivatives are calculated using derivative valuation models that utilize quoted prices for similar assets adjusted for the specific attributes of the commitments and other observable market data at the valuation date (Level 2).

Loan Servicing Rights

Loan servicing rights are evaluated for impairment based upon the fair value of the rights as compared to the carrying amount at the end of each quarter. If the carrying amount of an individual tranche exceeds the fair value then an impairment is recorded on that tranche so that the servicing asset is carried at fair value. The calculation of the fair value is performed by an independent third party and the model uses factors such as the interest rate, prepayment speeds and other default rate assumptions that market participants would use in estimating the future net servicing income that can be validated against available market data (Level 2).

Interest Rate Swaps

The Company periodically enters into interest rate swap agreements with its commercial customers who desire a fixed rate loan term that is longer than the Company is willing to extend. The Company enters into a reciprocal swap agreement with a third party that offsets the interest rate risk from the interest rate extended to the customer. The fair value of these interest rate swap derivative instruments is calculated by an independent third party and are based upon valuation models that use observable market data as of the measurement date (Level 2).

The Company also entered into a fair value hedge to mitigate the risk of further interest rate increases and the subsequent impact on the valuation of the company’s state and political subdivision municipal bond portfolio. The Company uses an independent third party to perform a market valuation analysis for this derivative (Level 2).

Collateral Dependent Loans

Fair value estimates of collateral dependent loans that are individually reviewed are based on the fair value of the collateral, less estimated costs to sell. Loans carried at fair value generally receive individual allocations of the allowance for credit losses in 2023 and 2024. For collateral dependent loans, fair value is commonly based on recent real estate appraisals or in quoted sales price in certain instances. Appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Adjustments to a quoted price are routinely made to factor in data that affect the marketability of the collateral. Such adjustments, in both instances, are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. These loans are evaluated on a quarterly basis and adjusted accordingly.

Other Real Estate Owned

Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair values are commonly based on recent real estate appraisals. These appraisals may use a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.

Appraisals for both collateral-dependent loans and other real estate owned are performed by certified general appraisers (for commercial and commercial real estate properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the Appraisal Department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On an annual basis, the Company compares the actual selling price of collateral that has been sold to the most recent appraised value to determine what adjustments should be made to appraisals to arrive at fair value.

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Assets measured at fair value on a recurring basis are summarized below:

			Fair Value Measurements at September 30, 2024 Using:
(In Thousands of Dollars)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Investment securities available-for sale
U.S. Treasury and U.S. government sponsored entities	$	119,593	$	0	$	119,593	$	0
State and political subdivisions		527,722		0		527,722		0
Corporate bonds		18,436		0		17,018		1,418
Mortgage-backed securities-residential		513,213		0		513,213		0
Collateralized mortgage obligations		111,761		0		111,761		0
Small Business Administration		2,625		0		2,625		0
Total investment securities	$	1,293,350	$	0	$	1,291,932	$	1,418
Equity securities	$	261	$	261	$	0	$	0
Loans held for sale		2,852		0		2,852		0
Interest rate swaps		2,739		0		2,739		0
Interest rate lock commitments		96		0		96		0
Financial Liabilities
Interest rate swaps	$	2,739	$	0	$	2,739	$	0
Fair value hedge derivative		1,392		0		1,392		0
Mortgage banking derivative		14		0		14		0

			Fair Value Measurements at December 31, 2023 Using:
(In Thousands of Dollars)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Investment securities available-for sale
U.S. Treasury and U.S. government sponsored entities	$	127,955	$	0		127,955	$	0
State and political subdivisions		556,169		0		556,169		0
Corporate bonds		18,275		0		16,935		1,340
Mortgage-backed securities-residential		520,386		0		520,386		0
Collateralized mortgage obligations		73,999		0		73,999		0
Small Business Administration		2,917		0		2,917		0
Total investment securities	$	1,299,701	$	0	$	1,298,361	$	1,340
Equity securities	$	226	$	226	$	0	$	0
Loans held for sale		3,711		0		3,711		0
Interest rate swaps		4,191		0		4,191		0
Interest rate lock commitments		109		0		109		0
Financial Liabilities
Interest rate swaps	$	4,191	$	0	$	4,191	$	0
Fair value hedge derivative		836		0		836		0
Mortgage banking derivative		14		0		14		0

There were no significant transfers between Level 1 and Level 2 during the periods presented above.

31

The table below presents a reconciliation of all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	Three Months ended September 30				Nine Months ended September 30
(In Thousands of Dollars)	2024		2023		2024		2023
Beginning Balance	$	1,397	$	1,224	$	1,340	$	1
Transfers between levels		0		0		0		0
Acquired and/or purchased		0		0		0		1,600
Discount accretion (premium amortization)		13		11		39		23
Repayments, calls and maturities		0		0		0		(401	)
Changes in unrealized gains (losses)		8		1		39		13
Ending Balance	$	1,418	$	1,236	$	1,418	$	1,236

Assets measured at fair value on a non-recurring basis are summarized below:

			Fair Value Measurements at September 30, 2024 Using:
(In Thousands of Dollars)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Individually evaluated loans
Commercial real estate
Non-owner occupied	$	6,944	$	0	$	0	$	6,944
1–4 family residential		1,517		0		0		1,517
Mortgage servicing rights		454		0		454		0

			Fair Value Measurements at December 31, 2023 Using:
(In Thousands of Dollars)	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets
Individually evaluated loans
Commercial real estate
Non-owner occupied	$	838	$	0	$	0	$	838
Commercial and industrial		267		0		0		267
1–4 family residential		1,547		0		0		1,547
Mortgage servicing rights		210		0		210		0

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The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at the periods ended September 30, 2024 and December 31, 2023:

September 30, 2024	Fair value		Valuation Technique(s)	Unobservable Input(s)	Range (Weighted Average)
Individually evaluated loans
Commercial real estate	$	6,944	Income Approach	Adjustment for difference between cap rates of comparable sales	(56.03%) - 69.02% (40.71%)
Residential		1,517	Sales comparison	Adjustment for differences between comparable sales	(5.39%) - 2.11% (2.67%)

December 31, 2023	Fair value		Valuation Technique(s)	Unobservable Input(s)	Range (Weighted Average)
Individually evaluated loans
Commercial real estate	$	838	Income approach	Adjustment for difference between cap rates of comparable sales	(49.65%) - 46.77% (16.63%)
Commercial		267	Quoted price for collateral	Offer Price	64.38%
Residential		1,547	Sales comparison	Adjustment for differences between comparable sales	(5.39%) - (2.11%) (2.67%)

The carrying amounts and estimated fair values of financial instruments not previously disclosed at September 30, 2024 and December 31, 2023 are as follows:

	Carrying		Fair Value Measurements at September 30, 2024 Using:
(In Thousands of Dollars)	Amount		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	189,136	$	21,149	$	167,987	$	0	$	189,136
Regulatory stock		17,678	n/a		n/a		n/a		n/a
Loans, net		3,244,331		0		0		3,136,414		3,136,414
Financial liabilities
Deposits		4,361,837		3,518,405		841,386		0		4,359,791
Short-term borrowings		285,000		0		285,000		0		285,000
Long-term borrowings		86,038		0		76,389		0		76,389

	Carrying		Fair Value Measurements at December 31, 2023 Using:
(In Thousands of Dollars)	Amount		Level 1		Level 2		Level 3		Total
Financial assets
Cash and cash equivalents	$	103,658	$	28,896	$	74,762	$	0	$	103,658
Regulatory stock		20,197	n/a		n/a		n/a		n/a
Loans, net		3,163,687		0		0		3,015,732		3,015,732
Financial liabilities
Deposits		4,177,386		3,452,104		719,497		0		4,171,601
Short-term borrowings		355,000		0		355,000		0		355,000
Long-term borrowings		88,663		0		70,893		0		70,893

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Goodwill and Intangible Assets:

Goodwill associated with the Company’s purchases of Emlenton in January 2023 and other past acquisitions totaled $167.4 million at September 30, 2024 and December 31, 2023. Impairment exists when a reporting unit’s carrying value of goodwill exceeds its fair value, which is determined through an impairment test. Management performs goodwill impairment testing on an annual basis as of September 30, or whenever events or changes in circumstances indicate that the fair value of a reporting unit may be below its carrying value. As of September 30, 2024, no events or changes in circumstances indicated that the fair value of the reporting unit was below its carrying value. The Company will continue to monitor its goodwill for possible impairment.

Acquired Intangible Assets

Acquired intangible assets were as follows:

	September 30, 2024					December 31, 2023
(In Thousands of Dollars)	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Amortized intangible assets:
Customer relationship intangibles	$	7,210	$	(7,055	)	$	7,210	$	(6,953	)
Non-compete contracts		457		(423	)		457		(413	)
Trade name		1,126		(461	)		1,126		(440	)
Core deposit intangible		32,115		(12,075	)		32,115		(10,260	)
Total	$	40,908	$	(20,014	)	$	40,908	$	(18,066	)

Aggregate amortization expense was $629 thousand and $1.9 million for the three and nine month periods ended September 30, 2024. Amortization expense was $725 thousand and $2.9 million for the three and nine month periods ended September 30, 2023.

Estimated amortization expense for each of the next five periods and thereafter:

2024 (3 months)	$	629
2025		2,451
2026		2,355
2027		2,242
2028		2,231
Thereafter		10,986
Total	$	20,894

Leases:

The Company has operating leases for branch office locations, vehicles, land and certain office equipment such as printers and copiers. The leases have remaining lease terms of up to 16.8 years, some of which had options to extend the lease for up to 15 years, while the Fairlawn lending building and NAI building leases have the options to terminate in March of 2025.

The right of use assets and lease liabilities were $9.0 million and $9.2 million as of September 30, 2024, respectively, and $8.8 million and $9.0 million at December 31, 2023, respectively. The right of use assets are included in other assets while the lease liabilities are included in other liabilities on the balance sheet.

Lease expense for the three and nine month periods ended September 30, 2024, was $327 thousand and $985 thousand, respectively. Lease expense for the three and nine month periods ended September 30, 2023, was $103 thousand and $820 thousand, respectively. The weighted-average remaining lease term for all leases was 10.13 years as of September 30, 2024. The weighted-average discount rate was 3.16% for all leases as of September 30, 2024.

On January 1, 2023, the Company performed a valuation of Emlenton's leases to determine an initial right of use asset (“ROU asset”) and lease liability in connection with the Merger. The Company recorded an initial ROU asset and lease liability of $1.3 million for these leases.

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Maturities of lease liabilities are as follows as of September 30, 2024:

2024 (3 months)	$	334
2025		1,282
2026		1,166
2027		1,083
2028		1,097
Thereafter		5,984
Total Payments		10,946
Less: lease liability expense		(1,709	)
Total	$	9,237

Derivative Financial Instruments:

Interest Rate Swaps

The Company maintains an interest rate protection program for commercial loan customers. Under this program, the Company provides a variable rate loan while creating a fixed rate loan for the customer by the customer entering into an interest rate swap with terms that match the loan. The Company offsets its risk exposure by entering into an offsetting interest rate swap with an unaffiliated institution. The Company had interest rate swaps associated with commercial loans with a notional value of $70.2 million and fair value of $2.7 million in other assets and $2.7 million in other liabilities at September 30, 2024. At December 31, 2023, the Company had interest rate swaps associated with commercial loans with a notional value of $63.9 million and fair value of $4.2 million in other assets and $4.2 million in other liabilities. The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC 815. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC 820.

There were no net gains or losses for interest rate swaps for the either the three or the nine month periods ended September 30, 2024 and 2023.

Interest Rate Swap Designated as a Fair Value Hedge

The Company has one interest rate swap with a notional amount of $100.0 million that was in place at both September 30, 2024 and December 31, 2023. This swap is designated as a fair value hedge to mitigate the risk of further interest rate increases and the subsequent impact on the valuation of the company’s state and political subdivision municipal bond portfolio. The gross aggregate fair value of the swap at September 30, 2024 was $(1.4) million and was recorded as a $(1.5) million mark to market adjustment in other assets and $152 thousand was recorded to other assets for the accrued interest receivable. At December 31, 2023, the gross aggregate fair value of the swap was $(836) thousand and was recorded as a $(1.3) million mark to market adjustment in other liabilities, and $425 thousand was recorded to other assets for the accrued interest receivable. The Company expects the hedge to remain in effect for the remaining term of the swap, which matures August 2026. A summary of the interest rate swap designated as a fair value hedge is presented below:

	September 30, 2024			December 31, 2023
Notional amount fair value hedge	$	100,000		$	100,000
Fixed pay rates		4.35	%		4.35	%
Variable SOFR receive rates		4.96	%		5.38	%
Remaining maturity (in years)		1.8			2.6
Fair value	$	(1,392	)	$	(836	)

Mortgage Banking Derivatives

Commitments to fund certain mortgage loans (interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of mortgage loans to third-party investors are considered derivatives. The Company enters into forward commitments for the future delivery of residential mortgage loans when the interest rate locks are committed in order to economically hedge the effect of changes in interest rates resulting from its commitments to fund the loans. These mortgage banking derivatives are not designated in hedge relationships.

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The net gains (losses) relating to non-designated derivative instruments used for risk management are included in Net Gains on Sale of Loans on the Consolidated Statements of Income and are summarized below for the quarters ended September 30, 2024 and September 30, 2023:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
		2024			2023			2024			2023
Forward sales contracts	$	(18	)	$	22		$	0		$	6
Interest rate lock commitments		43			(76	)		(12	)		(19	)

The following table reflects the amount and fair value of mortgage banking derivatives included in the Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023:

	September 30, 2024					December 31, 2023
	Notional		Fair			Notional		Fair
	Amount		Value			Amount		Value
Included in other assets:
Forward sales contracts	$	361	$	2		$	0	$	0
Interest rate lock commitments		9,454		96			7,400		109
Mortgage banking derivative		0		0			0		0
Total included in other assets	$	9,815	$	98		$	7,400	$	109
Included in other liabilities:
Mortgage banking derivative	$	9,500	$	(14	)	$	3,300	$	(14	)

Earnings Per Share:

The computation of basic and diluted earnings per share is shown in the following table:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Basic EPS
Net income (In thousands of dollars)	$	8,535	$	13,314	$	31,558	$	35,356
Weighted average shares outstanding		37,352,872		37,241,383		37,319,035		37,430,782
Basic earnings per share	$	0.23	$	0.36	$	0.85	$	0.94
Diluted EPS
Net income (In thousands of dollars)	$	8,535	$	13,314	$	31,558	$	35,356
Weighted average shares outstanding for basic earnings per share		37,352,872		37,241,383		37,319,035		37,430,782
Dilutive effect of restricted stock awards		214,083		137,971		175,503		102,427
Weighted average shares for diluted earnings per share		37,566,955		37,379,354		37,494,538		37,533,209
Diluted earnings per share	$	0.23	$	0.36	$	0.84	$	0.94

There were no restricted stock awards that were considered anti-dilutive for the three month period ended September 30, 2024 and 167,178 restricted stock awards that were considered anti-dilutive for the nine month period ended September 30, 2024. There were 13,046 and 204,105 restricted stock awards that were considered anti-dilutive for the three and nine month periods ended September 30, 2023, respectively.

Stock Based Compensation:

In April of 2022, the Company, with the approval of shareholders, created the 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan permits the award of up to one million shares to the Company’s directors and employees to attract and retain exceptional personnel, motivate performance and, most importantly, to help align the interests of the Company’s executives with those of the Company’s shareholders. The 2022 Plan replaced the 2017 Plan. There were 71,925 service time based share awards and 99,253 performance based share awards granted under the 2022 Plan during the nine month period ended September 30, 2024, as shown in the table below. The actual number of performance based shares issued will depend on the relative performance of the Company’s average return on

36

equity compared to a group of peer companies over a three year vesting period, ending December 31, 2026. As of September 30, 2024, 563,681 shares are still available to be awarded from the 2022 Plan. The 2017 Plan has been sunset.

The restricted stock awards were granted with a fair value price equal to the market price of the Company’s common stock at the date of the grant. Expense recognized was $668 thousand and $2.0 million for the three and nine month periods ended September 30, 2024, respectively. During prior periods, the expense recognized was $744 thousand and $2.0 million for the three and nine month periods ended September 30, 2023, respectively. As of September 30, 2024, there was $3.0 million of total unrecognized compensation expense related to the nonvested shares granted under the Plan. The remaining cost is expected to be recognized over 2.4 years.

The following is the activity under the Plans during the nine month period ended September 30, 2024.

	Maximum Awarded Service Units			Weighted Average Grant Date Fair Value		Maximum Awarded Performance Units			Weighted Average Grant Date Fair Value
Beginning balance - non-vested shares		253,776		$	14.97		209,484		$	15.01
Granted		71,925			12.97		99,253			13.81
Vested		(91,256	)		12.76		(66,192	)		13.79
Forfeited		(13,667	)		16.35		(19,625	)		15.05
Ending balance - non-vested shares		220,778		$	14.30		222,920		$	14.57

The following is the activity under the Plans during the nine month period ended September 30, 2023.

	Maximum Awarded Service Units			Weighted Average Grant Date Fair Value		Maximum Awarded Performance Units			Weighted Average Grant Date Fair Value
Beginning balance - non-vested shares		193,015		$	16.69		137,369		$	15.85
Granted		87,391			12.88		102,750			14.16
Vested		(30,990	)		12.92		(30,635	)		14.35
Forfeited		(1,541	)		17.64		0			0.00
Ending balance - non-vested shares		247,875		$	15.40		209,484		$	15.01

The 157,448 shares that vested during the nine month period ended September 30, 2024 had a weighted average fair value of $13.19 per share.

37

Other Comprehensive Income (Loss):

The following tables represent the changes in accumulated other comprehensive income (loss) by component, net of tax, for the three and nine month periods ended September 30, 2024 and 2023.

(In Thousands of Dollars)	Net unrealized holding (losses) gains on available for sale securities			Reclassification adjustment for (gains) losses realized in income on fair value hedge			Change in funded status of post-retirement plan			Total
Balance December 31, 2023	$	(171,539	)	$	(1,013	)	$	(2	)	$	(172,554	)
Other comprehensive (loss) before reclassification		(15,149	)		0			0			(15,149	)
Amounts reclassified from accumulated other comprehensive income		1,686			1,063			0			2,749
Net current period other comprehensive (loss) income		(13,463	)		1,063			0			(12,400	)
Balance March 31, 2024	$	(185,002	)	$	50		$	(2	)	$	(184,954	)
Other comprehensive (loss) before reclassification		(6,545	)		0			0			(6,545	)
Amounts reclassified from accumulated other comprehensive income		99			167			0			266
Net current period other comprehensive (loss) income		(6,446	)		167			0			(6,279	)
Balance June 30, 2024	$	(191,448	)	$	217		$	(2	)	$	(191,233	)
Other comprehensive income before reclassification		41,452			0			0			41,452
Amounts reclassified from accumulated other comprehensive income		333			(1,503	)		0			(1,170	)
Net current period other comprehensive income (loss)		41,785			(1,503	)		0			40,282
Balance September 30, 2024	$	(149,663	)	$	(1,286	)	$	(2	)	$	(150,951	)
Balance December 31, 2022	$	(210,489	)	$	0		$	(1	)	$	(210,490	)
Other comprehensive income before reclassification		33,891			0			0			33,891
Amounts reclassified from accumulated other comprehensive (loss)		(95	)		0			0			(95	)
Net current period other comprehensive income		33,796			0			0			33,796
Balance March 31, 2023	$	(176,693	)	$	0		$	(1	)	$	(176,694	)
Other comprehensive (loss) before reclassification		(16,834	)		0			0			(16,834	)
Amounts reclassified from accumulated other comprehensive income		0			0			0			0
Net current period other comprehensive (loss)		(16,834	)		0			0			(16,834	)
Balance June 30, 2023	$	(193,527	)	$	0		$	(1	)	$	(193,528	)
Other comprehensive (loss) before reclassification		(59,786	)		0			0			(59,786	)
Amounts reclassified from accumulated other comprehensive income		488			613			0			1,101
Net current period other comprehensive (loss) income		(59,298	)		613			0			(58,685	)
Balance September 30, 2023	$	(252,825	)	$	613		$	(1	)	$	(252,213	)

Amounts reclassified out of each component of accumulated other comprehensive income (loss) were not material for the three and nine month periods ended September 30, 2024 and 2023.

38

Regulatory Capital Matters:

Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Capital adequacy guidelines and, additionally for banks, 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. Failure to meet capital requirements can initiate regulatory action by regulators that, if undertaken, could have a direct material effect on the financial statements. Management believes that as of September 30, 2024, the Company and the Bank meet all capital adequacy requirements to which they are subject.

The FDIC and other federal banking regulators revised the risk-based capital requirements applicable to financial holding companies and insured depository institutions, including the Company and the Bank, to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision (“Basel III”).

The common equity tier 1 capital, tier 1 capital and total capital ratios are calculated by dividing the respective capital amounts by risk-weighted assets. The leverage ratio is calculated by dividing tier 1 capital by adjusted average total assets.

Basel III limits capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity tier 1 capital, tier 1 capital and total capital to risk-weighted assets in addition to the amount necessary to meet minimum risk-based capital requirements. Excluding the additional buffer, Basel III requires the Company and the Bank to maintain (i) a minimum ratio of common equity tier 1 capital to risk-weighted assets of at least 4.5%, (ii) a minimum ratio of tier 1 capital to risk-weighted assets of at least 6.0%, (iii) a minimum ratio of total capital to risk-weighted assets of at least 8.0% and (iv) a minimum leverage ratio of at least 4.0%.

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If only adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At September 30, 2024 and December 31, 2023, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.

39

Actual and required capital amounts and ratios, which do not include the capital conservation buffer, are presented below at September 30, 2024 and December 31, 2023:

	Actual					Requirement For Capital Adequacy Purposes:					To be Well Capitalized Under Prompt Corrective Action Provisions:
	Amount		Ratio			Amount		Ratio			Amount		Ratio
September 30, 2024
Common equity tier 1 capital ratio
Consolidated	$	406,169		10.91	%	$	167,578		4.5	%	N/A		N/A
Bank		426,179		11.46	%		167,368		4.5	%		241,753		6.5	%
Total risk based capital ratio
Consolidated		533,935		14.34	%		297,916		8.0	%	N/A		N/A
Bank		463,945		12.47	%		297,543		8.0	%		371,928		10.0	%
Tier 1 risk based capital ratio
Consolidated		424,169		11.39	%		223,437		6.0	%	N/A		N/A
Bank		426,179		11.46	%		223,157		6.0	%		297,543		8.0	%
Tier 1 leverage ratio
Consolidated		424,169		8.20	%		206,949		4.0	%	N/A		N/A
Bank		426,179		8.26	%		206,383		4.0	%		257,978		5.0	%
December 31, 2023
Common equity tier 1 capital ratio
Consolidated	$	392,244		10.61	%	$	166,303		4.5	%	N/A		N/A
Bank		411,304		11.15	%		165,996		4.5	%	$	239,772		6.5	%
Total risk based capital ratio
Consolidated		519,684		14.06	%		295,650		8.0	%	N/A		N/A
Bank		447,584		12.13	%		295,104		8.0	%		368,881		10.0	%
Tier 1 risk based capital ratio
Consolidated		410,244		11.10	%		221,737		6.0	%	N/A		N/A
Bank		411,304		11.15	%		221,328		6.0	%		295,104		8.0	%
Tier 1 leverage ratio
Consolidated		410,244		8.02	%		204,598		4.0	%	N/A		N/A
Bank		411,304		8.07	%		203,989		4.0	%		254,986		5.0	%

Segment Information:

The reportable segments are determined by the products and services offered, primarily distinguished between banking and trust. These segments are also distinguished by the level of information provided to the chief operating decision makers in the Company, who use such information to review performance of various components of the business, which are then aggregated. Loans, investments, and deposits provide the revenues in the banking operation. All operations are domestic. Significant segment totals are reconciled to the financial statements as follows:

(In Thousands of Dollars)	Trust Segment		Bank Segment		Eliminations and Others			Consolidated Totals
September 30, 2024
Goodwill and other intangibles	$	5,643	$	186,960	$	(4,263	)	$	188,340
Total assets	$	15,640	$	5,223,757	$	(2,894	)	$	5,236,503

(In Thousands of Dollars)	Trust Segment		Bank Segment		Eliminations and Others			Consolidated Totals
December 31, 2023
Goodwill and other intangibles	$	5,680	$	188,871	$	(4,263	)	$	190,288
Total assets	$	15,845	$	5,065,150	$	(2,645	)	$	5,078,350

40

(In Thousands of Dollars)	Trust Segment		Bank Segment		Eliminations and Others			Consolidated Totals
For Three Months Ended September 30, 2024
Net interest income	$	45	$	32,854	$	(1,023	)	$	31,876
Provision for credit losses and unfunded loans		0		7,008		0			7,008
Service fees, security gains and other noninterest income		3,311		8,876		153			12,340
Noninterest expense		1,786		23,417		371			25,574
Amortization and depreciation expense		14		1,340		147			1,501
Income before taxes		1,556		9,965		(1,388	)		10,133
Income taxes		328		1,561		(291	)		1,598
Net income	$	1,228	$	8,404	$	(1,097	)	$	8,535

(In Thousands of Dollars)	Trust Segment		Bank Segment		Eliminations and Others			Consolidated Totals
For Nine Months Ended September 30, 2024
Net interest income	$	159	$	98,568	$	(3,098	)	$	95,629
Provision for credit losses and unfunded loans		0		7,671		0			7,671
Service fees, security gains and other noninterest income		9,503		21,224		(425	)		30,302
Noninterest expense		5,515		68,996		1,402			75,913
Amortization and depreciation expense		52		4,177		375			4,604
Income before taxes		4,095		38,948		(5,300	)		37,743
Income taxes		862		6,437		(1,114	)		6,185
Net income	$	3,233	$	32,511	$	(4,186	)	$	31,558

(In Thousands of Dollars)	Trust Segment		Bank Segment		Eliminations and Others			Consolidated Totals
For Three Months Ended September 30, 2023
Net interest income	$	81	$	34,679	$	(992	)	$	33,768
Provision for credit losses and unfunded loans		0		243		0			243
Service fees, security gains and other noninterest income		2,994		6,847		(10	)		9,831
Noninterest expense		1,679		23,873		484			26,036
Amortization and depreciation expense		22		1,544		114			1,680
Income before taxes		1,374		15,866		(1,600	)		15,640
Income taxes		289		2,416		(379	)		2,326
Net income	$	1,085	$	13,450	$	(1,221	)	$	13,314

(In Thousands of Dollars)	Trust Segment		Bank Segment		Eliminations and Others			Consolidated Totals
For Nine Months Ended September 30, 2023
Net interest income	$	195	$	107,663	$	(2,902	)	$	104,956
Provision for credit losses and unfunded loans		0		8,867		0			8,867
Service fees, security gains and other noninterest income		8,562		21,770		(627	)		29,705
Noninterest expense		4,976		72,464		1,604			79,044
Amortization and depreciation expense		68		5,372		340			5,780
Income before taxes		3,713		42,730		(5,473	)		40,970
Income taxes		781		6,122		(1,289	)		5,614
Net income	$	2,932	$	36,608	$	(4,184	)	$	35,356

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The Bank segment includes Farmers National Insurance and Farmers of Canfield Investment Co.

Short-term borrowings:

At September 30, 2024, the Bank did not have any short-term advances from the Federal Home Loan Bank (“FHLB”). At December 31, 2023, the Bank had $70.0 million of short-term advances from the FHLB, which were at an interest rate of 5.41%. This short-term borrowing was borrowed using the FHLB's overnight repurchase advance program, as this product allows the most flexibility to meet the Bank's varying liquidity needs. These FHLB advances were secured by pledged assets which are described in the following Long-Term Borrowings footnote.

In addition, the Bank had $285.0 million in short-term borrowings at both September 30, 2024 and December 31, 2023. The current borrowing matures in January 2025 and has a fixed interest rate of 4.76%. These borrowings are secured by securities with a par value of $288.0 million.

The Bank has access to a line of credit for $25.0 million at a major domestic bank that is below prime rate. The line and terms are periodically reviewed by the lending bank and is generally subject to withdrawal at their discretion. There were no outstanding borrowings under this line at September 30, 2024, or December 31, 2023.

Farmers has one unsecured revolving line of credit for $5.0 million. This line can be renewed annually and has an interest rate of prime with a floor of 3.5%. There was no outstanding balance on this line at either September 30, 2024, or December 31, 2023.

Long-term borrowings:

There were no long-term advances from the FHLB at September 30, 2024, or at December 31, 2023.

Long-term and short-term FHLB advances are secured by a blanket pledge of residential mortgage, commercial real estate, and multi-family loans totaling $1.7 billion at September 30, 2024 and $1.6 billion at December 31, 2023. Based on this collateral, the Bank is eligible to borrow an additional $695.8 million at September 30, 2024.

In November 2021, the Company completed the issuance of $75.0 million aggregate principal amount, fixed-to-floating rate subordinated notes due December 15, 2031, in a private offering exempt from the registration requirements under the Securities Act of 1933, as amended. The notes carry a fixed rate of 3.125% for five years at which time they will convert to a floating rate based on the three-month term secured overnight funding rate, plus a spread of 220 basis points. The net proceeds from the sale were approximately $73.8 million, after deducting the offering expenses. The Company’s intent was to use the proceeds from the sale for general corporate purposes, which may include, without limitation, providing capital to support its growth organically or through acquisitions, in financing investments, capital expenditures, repurchasing its common shares and for investments in the Bank as regulatory capital. The subordinated debentures are included in Total Capital under current regulatory guidelines and interpretations.

In August 2024, the Company bought back and retired $3 million of the outstanding subordinated notes. The Company may, at its option, beginning December 15, 2026, redeem additional portions of the notes, in whole or in part, from time to time, subject to certain conditions.

On November 1, 2021, the Company completed its acquisition of Cortland, which included the assumption of Floating Rate Junior Subordinated Debt Securities due in September 15, 2037 (the “junior subordinated debt securities”) at an acquisition-date fair value of $4.3 million, held in a wholly-owned statutory trust whose common securities were wholly-owned by Cortland. The sole assets of the statutory trust are the junior subordinated debt securities and related payments. The junior subordinated debt securities and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee of the obligations of the statutory trust under the capital securities held by third-party investors. The securities bear interest at a rate of 1.45% over the 3-month term SOFR rate that includes an additional spread adjustment of 26 basis points. The rate at September 30, 2024 was 6.66% and at December 31, 2023 the rate was 7.10%.

On January 7, 2020, the Company completed its acquisition of Maple Leaf, which included the assumption of Floating Rate Junior Subordinated Debt Securities due December 15, 2036 (the “junior subordinated debt securities”) held in a wholly-owned statutory trust whose common securities were wholly-owned by Maple Leaf. The sole assets of the statutory trust are the junior subordinated debt securities and related payments. The junior subordinated debt securities and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee of the obligations of the statutory trust under the capital securities held by third-party investors. The

42

securities bear interest at a rate of 1.70% over the 3-month term SOFR rate that includes an additional spread adjustment of 26 basis points. The rate at September 30, 2024 was 7.01% and at December 31, 2023 the rate was 7.45%.

In 2015, the Company completed its acquisition of National Bancshares Corporation, which included the assumption of Floating Rate Junior Subordinated Debt Securities due June 15, 2035 (the “junior subordinated debt securities”) held in a wholly-owned statutory trust, TSEO Statutory Trust I. The sole assets of the statutory trust are the junior subordinated debt securities and related payments. The junior subordinated debt securities and the back-up obligations, in the aggregate, constitute a full and unconditional guarantee of the obligations of the statutory trust under the capital securities held by third-party investors. The securities bear interest at a rate of 1.80% over the 3-month term SOFR rate that includes an additional spread adjustment of 26 basis points. The rate at September 30, 2024 was 6.91% and at December 31, 2023 the rate was 7.35%.

In all three instances, the Company may redeem the junior subordinated debentures at any quarter-end, in whole, or in part, at par. This type of subordinated debenture qualifies as Tier 1 capital for regulatory purposes in determining and evaluating the Company’s capital adequacy.

A summary of all junior subordinated debentures issued by the Company to affiliates and subordinated debentures follows. For the junior subordinated debentures, these amounts represent the par value of the obligations owed to these affiliates, including the Company’s equity interest in the trusts along with any unamortized fair value marks. For the subordinated debentures, these amounts represent the par value less the remaining deferred offering expense associated with the issuance of the debentures. Balances were as follows at September 30, 2024 and December 31, 2023:

	September 30, 2024		December 31, 2023
	Amount		Amount
TSEO Statutory Trust I	$	2,558	$	2,521
Maple Leaf Financial Statutory Trust II		7,908		7,740
Cortland Statutory Trust I		4,423		4,382
Total junior subordinated debentures owed to unconsolidated subsidiary trusts	$	14,889	$	14,643
Subordinated Debentures	$	71,149	$	74,020
Total long-term borrowings	$	86,038	$	88,663

Qualified affordable housing project investments:

The Company invests in qualified affordable housing projects. At September 30, 2024 and December 31, 2023, the balance of the investment for qualified affordable housing projects was $22.6 million and $17.9 million, respectively. Total unfunded commitments related to the investments in qualified affordable housing projects totaled $15.1 million and $12.3 million at September 30, 2024 and December 31, 2023. The Company expects to complete the fulfillment of these commitments during the year ending 2038.

In the third quarters ended September 30, 2024 and September 30, 2023, the Company recognized amortization expense of $513 thousand and $426 thousand, respectively, which was included within income tax expense on the consolidated statements of income. In both of the nine month periods ended September 30, 2024 and September 30, 2023, the Company recognized amortization expense of $1.3 million, which was included within income tax expense on the consolidated statements of income.

Additionally, during the third quarters ended September 30, 2024 and September 30, 2023, the Company recognized tax credits and other benefits from its investment in affordable housing tax credits of $602 thousand and $558 thousand, respectively. For both of the nine month periods ended September 30, 2024 and September 30, 2023, the Company recognized tax credits and other benefits from its investment in affordable housing tax credits of $1.6 million.

During the nine month periods ended September 30, 2024 and September 30, 2023, the Company did not incur any impairment losses related to its investment in affordable housing tax credits.

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

Cautionary Note Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are not statements of historical fact, but rather statements based on the Company’s current expectations, beliefs and assumptions regarding the future of Farmers’ business, future plans and strategies, projections, anticipated events and trends, its intended results and future performance, the economy and other future conditions. Forward-looking statements are preceded by terms such as “will,” “would,” “should,” “could,” “may,” “expect,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “project,” or variations of these words, or similar expressions. Forward-looking statements are not a guarantee of future performance and actual future results could differ materially from those contained in forward-looking information. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Numerous uncertainties, risks, and changes could cause or contribute to Farmers’ actual results, performance, and achievements to be materially different from those expressed or implied by the forward-looking statements.

Factors that could cause or contribute to such differences include, without limitation, risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission (the “Commission”), including without limitation, the risk factors disclosed in Item 1A, “Risk Factors,” in the Company’s 2023 Form 10-K, as updated in Item 1A, “Risk Factors,” in this Quarterly Report on Form 10-Q.

Many of these factors are beyond the Company’s ability to control or predict, and readers are cautioned not to put undue reliance on those forward-looking statements. The following, which is not intended to be an all-encompassing list, summarizes several factors that could cause the Company’s actual results to differ materially from those anticipated or expected in any forward-looking statement:

•

general economic conditions in markets where the Company conducts business, which could materially impact credit quality trends;

•

the length and extent of the economic impacts of the COVID-19 pandemic;

•

the length and extent of the economic impacts of the ongoing conflict in Ukraine;

•

actions by the Federal Reserve Board, U.S. Treasury and other government agencies, including those that impact money supply, market interest rates and inflation;

•

disruptions in the mortgage and lending markets and significant or unexpected fluctuations in interest rates related to governmental responses to inflation, including financial stimulus packages and interest rate changes;

•

general business conditions in the banking industry;

•

the regulatory environment;

•

general fluctuations in interest rates;

•

demand for loans in the market areas where the Company conducts business;

•

rapidly changing technology and evolving banking industry standards;

•

competitive factors, including increased competition with regional and national financial institutions;

•

Farmers' ability to attract, recruit and retain skilled employees; and

•

new service and product offerings by competitors and price pressures.

Other factors not currently anticipated may also materially and adversely affect the Company’s results of operations, cash flows and financial position. There can be no assurance that future results will meet expectations. While the Company believes that the forward-looking statements in the presentation are reasonable, you should not place undue reliance on any forward-looking statement. In addition, these statements speak only as of the date made. The Company does not undertake, and expressly disclaims, any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.

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Results of Operations. The following is a comparison of selected financial ratios and other results at or for the three and nine month periods ended September 30, 2024 and 2023:

	At or for the Three Months Ended September 30,						At or for the Nine Months Ended September 30,
(In Thousands, except Per Share Data)	2024			2023			2024			2023
Total assets	$	5,236,503		$	4,971,163		$	5,236,503		$	4,971,163
Net income	$	8,535		$	13,314		$	31,558		$	35,356
Diluted earnings per share	$	0.23		$	0.36		$	0.84		$	0.94
Return on average assets (annualized)		0.66	%		1.06	%		0.83	%		0.93	%
Return on average equity (annualized)		8.18	%		14.49	%		10.51	%		12.79	%
Net loans to assets		61.96	%		63.04	%		61.96	%		63.04	%
Loans to deposits		75.21	%		70.23	%		75.21	%		70.23	%

Net Income. The Company reported net income of $8.5 million, or $0.23 per diluted share, for the quarter ended September 30, 2024 compared to $13.3 million, or $0.36 per diluted share, for the quarter ended September 30, 2023. The results for the third quarter of 2024 were impacted by a single $12.5 million commercial credit backed by office space which resulted in a $4.4 million charge-off along with the establishment of a specific reserve on the credit in the amount of $1.2 million.

Net income for the nine months ended September 30, 2024 was $31.6 million, or $0.84 per diluted share, compared to $35.4 million, or $0.94 per diluted share, for the nine months ended September 30, 2023. The decrease in net income was due to a decline in net interest income partially offset by lower noninterest expense.

Net Interest Income. The following schedule details the various components of net interest income for the periods indicated. All asset yields are calculated on a tax-equivalent basis where applicable. Security yields are based on amortized cost.

45

Average Balance Sheets and Related Yields and Rates

(Dollar Amounts in Thousands)

	Three Months Ended							Three Months Ended
	September 30, 2024							September 30, 2023
	AVERAGE							AVERAGE
	BALANCE		INTEREST		RATE (1)			BALANCE		INTEREST		RATE (1)
EARNING ASSETS
Loans (2)	$	3,241,603	$	47,060		5.81	%	$	3,153,309	$	43,928		5.57	%
Taxable securities		1,104,264		6,761		2.45			1,132,959		6,492		2.29
Tax-exempt securities (2)		379,551		2,992		3.15			413,117		3,251		3.15
Other investments		34,873		346		3.97			42,581		487		4.57
Federal funds sold and other		130,053		1,371		4.22			78,922		751		3.81
TOTAL EARNING ASSETS		4,890,344		58,530		4.79			4,820,888		54,909		4.56
Nonearning assets		243,718							215,445
TOTAL ASSETS	$	5,134,062						$	5,036,333
INTEREST-BEARING LIABILITIES
Time deposits	$	753,163	$	7,584		4.03	%	$	677,291	$	5,308		3.13	%
Brokered time deposits		26,062		286		4.39			145,839		1,882		5.16
Savings deposits		1,103,269		4,372		1.59			1,099,682		2,625		0.95
Demand deposits - interest bearing		1,411,520		9,305		2.64			1,412,922		7,647		2.16
Total interest-bearing deposits		3,294,014		21,547		2.62			3,335,734		17,462		2.09
Short term borrowings		289,652		3,477		4.80			141,717		1,961		5.53
Long term borrowings		87,368		1,023		4.68			88,494		1,038		4.69
Total borrowed funds		377,020		4,500		4.77			230,211		2,999		5.21
TOTAL INTEREST-BEARING LIABILITIES		3,671,034		26,047		2.84			3,565,945		20,461		2.30
NONINTEREST-BEARING LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits - noninterest bearing		983,274							1,052,062
Other liabilities		62,427							50,726
Stockholders' equity		417,327							367,600
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,134,062						$	5,036,333
Net interest income and interest rate spread			$	32,483		1.95	%			$	34,448		2.26	%
Net interest margin						2.66	%						2.86	%

(1)

Rates are calculated on an annualized basis.

(2)

Interest on certain tax-exempt loans and tax-exempt securities in 2024 and 2023 is not taxable for Federal income tax purposes. In order to compare the tax-exempt yields on these assets to taxable yields, the interest earned on these assets is adjusted to a pre-tax equivalent amount based on the marginal corporate federal income tax rate of 21%

46

Average Balance Sheets and Related Yields and Rates

(Dollar Amounts in Thousands)

	Nine Months Ended  September 30, 2024							Nine Months Ended  September 30, 2023
	AVERAGE BALANCE		INTEREST		RATE (1)			AVERAGE BALANCE		INTEREST		RATE (1)
EARNING ASSETS
Loans (2)	$	3,212,799	$	138,746		5.76	%	$	3,144,817	$	127,293		5.40	%
Taxable securities		1,108,055		19,988		2.41			1,153,804		19,697		2.28
Tax-exempt securities (2)		389,094		9,174		3.14			422,151		10,048		3.17
Other investments		34,243		1,030		4.01			40,211		1,457		4.83
Federal funds sold and other		93,601		2,740		3.90			78,224		1,911		3.26
TOTAL EARNING ASSETS		4,837,792		171,678		4.73			4,839,207		160,406		4.42
Nonearning assets		229,966							219,762
TOTAL ASSETS	$	5,067,758						$	5,058,969
INTEREST-BEARING LIABILITIES
Time deposits	$	741,450	$	21,865		3.93	%	$	636,939	$	13,171		2.76	%
Brokered time deposits		8,751		286		4.36			145,115		4,889		4.49
Savings deposits		1,096,788		12,087		1.47			1,128,760		6,981		0.82
Demand deposits - interest bearing		1,386,390		25,857		2.49			1,421,208		19,619		1.84
Total interest-bearing deposits		3,233,379		60,095		2.48			3,332,022		44,660		1.79
Short term borrowings		304,607		11,000		4.81			145,509		5,608		5.14
Long term borrowings		88,304		3,098		4.68			88,382		3,043		4.59
Total borrowed funds		392,911		14,098		4.78			233,891		8,651		4.93
TOTAL INTEREST-BEARING LIABILITIES		3,626,290		74,193		2.73			3,565,913		53,311		1.99
NONINTEREST-BEARING LIABILITIES AND STOCKHOLDERS' EQUITY
Demand deposits		983,576							1,075,493
Other liabilities		57,577							48,936
Stockholders' equity		400,315							368,627
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,067,758						$	5,058,969
Net interest income and interest rate spread			$	97,485		2.00	%			$	107,095		2.43	%
Net interest margin						2.69	%						2.95	%

(1)

Rates are calculated on an annualized basis.

(2)

Interest on certain tax-exempt loans and tax-exempt securities in 2024 and 2023 is not taxable for Federal income tax purposes. In order to compare the tax-exempt yields on these assets to taxable yields, the interest earned on these assets is adjusted to a pre-tax equivalent amount based on the marginal corporate federal income tax rate of 21%

Net Interest Income. Net interest income for the three months ended September 30, 2024, was $31.9 million compared to $33.8 million for the three months ended September 30, 2023. A 20 basis point decline in the net interest margin was the primary reason for this decrease.

The net interest margin for the three month period ended September 30, 2024, was 2.66% compared to 2.86% for the same period in 2023. Interest-earning asset yields increased 23 basis points in the third quarter of 2024 compared to the third quarter of 2023 while the cost of interest-bearing liabilities increased 54 basis points when comparing these two periods. This increase in funding costs has been due to the rapid increase in deposit rates, intense competition for deposits and the Federal Reserve rate hiking cycle which resulted in an inverted yield curve. This increase in funding costs continues to outstrip the increases on the yield of interest-earning assets pushing the net interest margin lower.

Net interest income for the nine month period ended September 30, 2024, was $95.6 million compared to $105.0 million for the same period in 2023. The decrease in net interest income was driven by the same factors as discussed above. The net interest margin was 2.69% for the nine month period ended September 30, 2024 compared to 2.95% for the same period in 2023. The decline in net interest margin for the nine month period ended September 30, 2024, was also driven by the same factors discussed previously.

Provision for Credit Losses and Provision for Unfunded Loans. The provision for credit losses and unfunded commitments totaled $7.0 million for the three months ended September 30, 2024, compared to $243,000 for the three months ended September 30, 2023. The increased provision for credit losses was primarily due to the increased level of net charge-offs and reserving activity resulting from the

47

deterioration in a single commercial real estate credit backed by office space. Strong loan growth during the quarter also increased provision costs during the quarter.

For the first nine months of 2024, the Company recorded a provision for credit losses and unfunded loans of $7.7 million compared to $8.9 million for the same period in 2023. Included in the $8.9 million figure in 2023 was a Day 1 provision for credit losses and provision for unfunded loans under the current expected credit loss model (“CECL”) of $7.7 million related to the acquisition of Emlenton. There was no Day 1 provision recorded in 2024.

Noninterest Income. Noninterest income for the third quarter of 2024 was of $12.3 million compared to $9.8 million for the third quarter of 2023. This increase was due to solid growth in the Company’s fee based business lines along with gains from SBIC funds and a $444 thousand gain on the purchase of $3 million of the Company’s subordinated debt.

Service charges on deposit accounts increased $280 thousand to $2.0 million for the third quarter of 2024 compared to $1.7 million for the third quarter in 2023. The Company undertook a review of all service charges in late 2023 and early 2024 and implemented fee increases across deposit product lines in the second quarter of 2024. Trust fees increased by $217 thousand to $2.5 million at September 30, 2024, from $2.3 million at September 30, 2023. The increase was due to continued growth in the business unit. Insurance agency commissions grew to $1.4 million in the third quarter of 2024 from $1.1 million in the third quarter of 2023. The increase has been driven by strong growth in fixed annuity sales. Losses on the sale of securities totaled $403 thousand in the third quarter of 2024 compared to losses on the sale of securities of $624 thousand during the third quarter of 2023. Net gains on the sale of loans increased to $506 thousand in the third quarter of 2024 compared to $395 thousand in the third quarter of 2023. Greater saleable volume drove this increase. Other mortgage banking fee income was a loss of $168 thousand for the third quarter of 2024 compared to income of $185 thousand during the third quarter of 2023. The decline in income was due to an impairment charge on the Company’s higher coupon mortgage servicing right tranches in the third quarter of 2024. Debit card income grew to $2.0 million in the third quarter of 2024 from $1.8 million in the third quarter of 2023 as better volumes were realized in the current period. Other noninterest income increased from $1.1 million in the third quarter of 2023 to $2.6 million in the third quarter of 2024. The Company recorded $854 thousand more in SBIC income in the third quarter of 2024 compared to the same period in 2023. In addition, the Company purchased $3.0 million of its subordinated debt during the third quarter of 2024 recording a gain of $444 thousand. In the third quarter of 2023, the Company had no gains from the purchase of subordinated debt but instead recorded losses of $110 thousand on assets held for sale.

For the nine months ended September 30, 2024, noninterest income increased by $597 thousand compared to the nine months ended September 30, 2023. The increase was primarily due to growth in service charges and the Company's fee based businesses offset by security losses of $2.6 million in the first nine months of 2024 compared to security losses of $490 thousand for the first nine months of 2023.

Service charges on deposit accounts increased by $775 thousand in the first nine months of 2024 compared to the same period in 2023 due to the fee increases discussed above. Bank owned life insurance income increased to $2.0 million for the nine months ended September 30, 2024 compared to $1.8 million for the nine months ended September 30, 2023 as crediting rates on the insurance policies continue to increase. Trust fees increased to $7.4 million in the first nine months of 2024 from $6.7 million in the first nine months of 2023 due to continued strong growth in this line of business. Insurance agency commissions were $4.2 million for the first nine months of 2024 compared to $3.9 million for the same period in 2023. Strong annuity sales in 2024 drove the increase. Other mortgage banking fee income declined to $150 thousand for the nine months ended September 30, 2024 compared to $571 thousand for the same time in 2023. The decline was primarily due to the impairment charge discussed above. Other noninterest income increased to $3.9 million in the first nine months of 2024 from $2.9 million in the first nine months of 2023. The Company recorded $897 thousand more in SBIC income in the first nine months of 2024 compared to the same period in 2023.

Noninterest Expense. Noninterest expense totaled $27.1 million for the quarter ended September 30, 2024 compared to $27.7 million for the quarter ended September 30, 2023. The third quarter of 2023 included $268 thousand of merger related charges. There were no merger related expenses during the third quarter of 2024. Salaries and employee benefits were $14.9 million in the third quarter of 2024 compared to $14.2 million in the third quarter of 2023. The increase was primarily driven by higher salaries associated with employee raises along with higher health care expenses. FDIC and state and local taxes decreased by $168 thousand to $1.5 million for the third quarter of 2024 compared to $1.6 million for the third quarter of 2023 due to lower FDIC premiums. Intangible amortization declined to $629 thousand in the third quarter of 2024 from $725 thousand for the third quarter of 2023. This decrease was driven by amortization from a prior acquisition running off. Other noninterest expense decreased $804 thousand in the third quarter of 2024 to $3.4 million from $4.2 million in the third quarter of 2023. The primary reason for the decrease was due to a $785 thousand charge incurred in 2023 for the settlement of a lawsuit.

For the nine months ended September 30, 2024, noninterest expense decreased to $80.5 million from $84.8 million for the nine months ended September 30, 2023. In 2023, the Company incurred $5.0 million of merger related costs while no merger costs were incurred in

48

2024. Salaries and employee benefits increased to $44.5 million in the first nine months of 2024 compared to $42.5 million in the first nine months of 2023. The increase was primarily driven by salary increases associated with employee raises along with increased healthcare costs. FDIC and state and local taxes decreased $355 thousand to $4.0 million for the first nine months of 2024 compared to $4.4 million for the first nine months of 2023 due to improvements in the Bank's FDIC assessment variables. Professional fees increased $185 thousand for the nine months ended September 30, 2024, compared to the first nine months of 2023 primarily due to increased legal fees. Intangible amortization declined $909 thousand in the first nine months of 2024 to $1.9 million compared to $2.9 million for the first nine months of 2023. This decrease was driven by accelerated amortization that occurred in 2023 that did not reoccur in 2024 and amortization from a prior acquisition running off.

Income Taxes. Income tax expense was $1.6 million for the three months ended September 30, 2024 compared to $2.3 million for the three months ended September 30, 2023. The decrease in tax expense was primarily due to the decline in income before income taxes.

Income tax expense increased from $5.6 million for the nine months ended September 30, 2023 to $6.2 million for the nine months ended September 30, 2024. The increase in tax expense was primarily due to the Company dissolving Farmers National Captive, Inc. in November of 2023 so the Company is no longer receiving the tax benefits associated with this business.

Financial Condition

Cash and Cash Equivalents. Cash and cash equivalents increased $85.5 million during the first nine months of 2024 to $189.1 million from $103.7 million at December 31, 2023. The increase in the cash balances was primarily due to the Company intentionally holding more liquidity on its balance sheet at September 30, 2024.

Securities. Securities available-for-sale decreased to $1.29 billion at September 30, 2024, from $1.30 billion at December 31, 2023. Gross unrealized losses on the portfolio totaled $195.0 million at September 30, 2024, compared to gross unrealized losses of $222.6 million at December 31, 2023. In addition to the changes in the gross unrealized loss on the securities, the Company has also received $91.2 million in proceeds from the sale, maturity and repayments on securities during the first nine months of 2024. This has been partially offset by purchases totaling $60.3 million through the first nine months of 2024.

Loans. Net loans (excluding loans held for sale) increased to $3.28 billion at September 30, 2024 from $3.20 billion at December 31, 2023. The increase in 2024 has been due to growth in every major category of loans.

The following tables present the amortized cost basis of the Company's commercial real estate portfolio segment by industry as of September 30, 2024 and December 31, 2023:

(In Thousands of Dollars)	Amortized Cost		% of Commercial Real Estate			% of Total Portfolio			Weighted Average Loan-to-Value			Weighted Average Occupancy
September 30, 2024
Commercial real estate
Retail	$	339,876		21.59	%		10.36	%		53.65	%		85.27	%
Farmland		203,191		12.90	%		6.19	%		49.67	%		100.00	%
Warehouse/Industrial		185,107		11.76	%		5.64	%		54.14	%		72.41	%
Office		188,297		11.96	%		5.74	%		54.23	%		74.17	%
Multifamily		168,528		10.70	%		5.14	%		61.25	%		76.72	%
Medical		149,113		9.47	%		4.55	%		46.27	%		92.61	%
Hotel		44,729		2.84	%		1.36	%		45.59	%		79.64	%
Special Purpose		91,306		5.80	%		2.78	%		53.33	%		98.65	%
Restaurant		53,816		3.42	%		1.64	%		50.72	%		100.00	%
Multifamily - Construction		61,214		3.89	%		1.87	%		53.11	%		29.28	%
All Other		89,318		5.67	%		2.72	%		49.81	%		95.41	%
Total	$	1,574,495		100.00	%		47.99	%

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(In Thousands of Dollars)	Amortized Cost		% of Commercial Real Estate			% of Total Portfolio			Weighted Average Loan-to-Value			Weighted Average Occupancy
December 31, 2023
Commercial real estate
Retail	$	354,953		23.09	%		11.10	%		55.16	%		85.26	%
Farmland		202,726		13.19	%		6.34	%		51.24	%		100.00	%
Warehouse/Industrial		166,291		10.82	%		5.20	%		56.04	%		70.99	%
Office		175,020		11.38	%		5.47	%		53.91	%		75.04	%
Multifamily		153,410		9.98	%		4.80	%		63.10	%		85.79	%
Medical		154,890		10.08	%		4.84	%		51.51	%		92.64	%
Hotel		49,695		3.23	%		1.55	%		48.64	%		79.59	%
Special Purpose		99,152		6.45	%		3.10	%		55.10	%		99.88	%
Restaurant		56,460		3.67	%		1.77	%		53.17	%		100.00	%
Multifamily - Construction		27,860		1.81	%		0.87	%		59.02	%		22.06	%
All Other		96,869		6.30	%		3.03	%		47.10	%		95.30	%
Total	$	1,537,326		100.00	%		48.07	%

Allowance for Credit Losses. The following table indicates key asset quality ratios that management evaluates on an ongoing basis. The recorded investment balances were used in the calculations.

Asset Quality History

(In Thousands of Dollars)

	9/30/2024			6/30/2024			3/31/2024			12/31/2023			9/30/2023
Nonperforming loans	$	19,076		$	12,870		$	11,951		$	15,063		$	18,368
Nonperforming loans as a % of total loans		0.58	%		0.40	%		0.38	%		0.47	%		0.58	%
Non-performing assets	$	19,137		$	12,975		$	12,215		$	15,229		$	18,522
Non-performing assets as a % of total assets		0.37	%		0.25	%		0.24	%		0.30	%		0.37	%
Loans delinquent 30-89 days	$	15,562		$	18,546		$	14,069		$	16,705		$	13,314
Loans delinquent 30-89 days as a % of total loans		0.47	%		0.57	%		0.44	%		0.52	%		0.42	%
Allowance for credit losses	$	36,186		$	33,991		$	33,159		$	34,440		$	34,753
Allowance for credit losses as a % of total loans		1.10	%		1.05	%		1.04	%		1.08	%		1.10	%
Allowance for credit losses as a % of nonperforming loans		189.69	%		264.11	%		277.46	%		228.64	%		189.20	%
Net charge-offs for the quarter	$	4,612		$	563		$	1,011		$	800		$	386
Annualized net charge-offs to average net loans outstanding		0.58	%		0.07	%		0.13	%		0.10	%		0.05	%

ASU 2022-02 was adopted on January 1, 2023 and such, non-performing loans balances include prior period TDRs and subsequent to January 1, 2023, loans with modifications to borrowers with financial difficulty are included in non-performing loans.

The Company's allowance for credit losses increased to $36.2 million for the period ended September 30, 2024, from $34.4 million for the period ended December 31, 2023. This increase was primarily driven by loan growth and the $1.2 million specific reserve placed on the one commercial loan in the third quarter of 2024. The Company estimates the ACL based on the amortized cost basis of the underlying loan and has made an accounting policy election to exclude accrued interest from the loan’s amortized cost basis and the related measurement of the ACL. Estimating the amount of the ACL is a function of a number of factors, including but not limited to changes in the loan portfolio, net charge-offs, trends in past due and nonaccrual loans, and the level of potential problem loans, all of which may be susceptible to significant change.

Based on the evaluation of the adequacy of the allowance for credit losses, management believes that the allowance for credit losses at September 30, 2024 is adequate. The provision for credit losses is based on management’s judgment after taking into consideration all factors connected with the collectability of the existing loan portfolio. 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. Specific factors considered by management in determining the amounts charged to operating expenses include previous credit loss experience, the status of past

50

due interest and principal payments, the quality of financial information supplied by loan customers and the general condition of the industries in the community to which loans have been made.

Deposits. Total deposits increased to $4.36 billion at September 30, 2024 from $4.18 billion at December 31, 2023. This increase was primarily due to growth in interest-bearing deposits as customers seek higher yields on their deposit balances offset by declines in non-interest bearing deposits. In addition, the Company acquired $74.9 million of brokered time deposits which it used to pay down short-term borrowings.

Short-term Borrowings. Total short-term borrowing balances decreased from $355.0 million at December 31, 2023 to $285.0 million at September 30, 2024. This decrease was due to the Company using the proceeds from brokered time deposits to pay down short-term borrowings.

Total Stockholders' Equity. Total stockholders’ equity increased to $439.7 million at September 30, 2024 from $404.4 million at December 31, 2023. The increase was primarily due to a $21.6 million reduction in the accumulated other comprehensive loss offset by growth in retained earnings of $12.4 million.

The capital management function is a regular process that consists of providing capital for both the current financial position and the anticipated future growth of the Company. At September 30, 2024, the Company is required to maintain 4.5% common equity tier 1 to risk weighted assets excluding the conservation buffer to be adequately capitalized. The Company’s common equity tier 1 to risk weighted assets was 10.91%, total risk-based capital ratio stood at 14.34%, and the Tier 1 risk-based capital ratio and Tier 1 leverage ratio were at 11.39% and 8.20%, respectively, at September 30, 2024. Management believes that the Company and the Bank meet all capital adequacy requirements to which they are subject, as of September 30, 2024.

Federal bank regulatory agencies finalized a rule that simplifies capital requirements for community banks by allowing them to adopt a simple leverage ratio to measure capital adequacy. The community bank leverage ratio framework removes requirements for calculating and reporting risk-based capital ratios for a qualifying community bank that opts into the framework. The Company has not elected to adopt this framework.

Critical Accounting Policies

The Company follows financial accounting and reporting policies that are in accordance with U.S. GAAP. These policies are presented in Note 1 of the consolidated audited financial statements in the Company’s Annual Report to Shareholders included in the Company’s 2023 Form 10-K. Critical accounting policies are those policies that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The Company has identified two accounting policies that are critical accounting policies and an understanding of these policies is necessary to understand the Company’s financial statements. These policies relate to determining the adequacy of the allowance for credit losses and if there is any impairment of goodwill or other intangible. Additional information regarding these policies is included in the notes to the aforementioned 2023 consolidated financial statements, Note 1 (Summary of Significant Accounting Policies), Note 4 (Loans), and the sections captioned “Loan Portfolio.”

Farmers maintains an allowance for credit losses. The allowance for credit losses is presented as a reserve against loans on the balance sheets. Credit losses are charged off against the allowance for credit losses, while recoveries of amounts previously charged off are credited to the allowance for credit losses. A provision for credit losses is charged to operations based on management’s periodic evaluation of adequacy of the allowance.

The Company’s allowance for credit losses represents management’s estimate of expected credit losses over the remaining expected life of the Company’s financial assets measured at amortized cost and certain off-balance sheet lending-related commitments.

The allowance for credit losses involves significant judgment on a number of matters including the weighting of macroeconomic forecasts and microeconomic statistics, incorporation of historical loss experience, assessment of risk characteristics, assignment of risk ratings, valuation of collateral, and the determination of remaining expected life. Refer to Note 4 for further information on these judgments as well as the Company’s policies and methodologies used to determine the Company’s allowance for credit losses.

51

A significant judgment involved in estimating the Company’s allowance for credit losses relates to the macroeconomic forecasts used to estimate credit losses over the four-quarter forecast period within the Company’s methodology. The four-quarter forecast incorporates three macroeconomic variables (“MEV”) that are relevant for exposures across the Company.

•

U.S. changes in real gross domestic product (GDP).

•

U.S. personal consumption expenditures (PCE) inflation.

•

U.S. civilian unemployment rate.

Changes in the Company’s assumptions and forecasts of economic conditions could significantly affect its estimate of expected credit losses in the portfolio at the balance sheet date or lead to significant changes in the estimate from one reporting period to the next.

It is difficult to estimate how potential changes in any one factor or input might affect the overall allowance for credit losses because management considers a wide variety of factors and inputs in estimating the allowance for credit losses. Changes in the factors and inputs considered may not occur at the same rate and may not be consistent across all product types, and changes in factors and inputs may be directionally inconsistent, such that improvement in one factor or input may offset deterioration in others.

To consider the impact of a hypothetical alternate macroeconomic forecast, the Company compared the modeled credit losses determined using its central and relative adverse macroeconomic scenarios. The central and relative adverse scenarios each included the three MEVs, but differed in the levels, paths and peaks/troughs of those variables over the four-quarter forecast period.

For example, compared to the Company’s central scenario that is based on a four-quarter forecasted change in U.S. real GDP of 2.00% from 4Q2024 to 4Q2025 U.S. PCE inflation of 2.10%, and U.S. unemployment of 4.40%, the Company’s relative adverse scenario assumes a four-quarter forecast with a contraction of U.S. real GDP, a PCE inflation between 5.00% and 7.00% and an elevated U.S. unemployment rate between 6.00% and 7.00%. This analysis is not intended to estimate expected future changes in the allowance for credit losses, for a number of reasons, including:

•

The impacts of changes in the MEVs are both interrelated and nonlinear, so the results of this analysis cannot be simply extrapolated for more severe changes in macroeconomic variables.

•

Expectations of future changes in portfolio composition and borrower behavior can significantly affect the allowance for credit losses.

To demonstrate the sensitivity of credit loss estimates to macroeconomic forecasts as of September 30, 2024, the Company compared the modeled estimates under its relative adverse scenario for two of the Company’s largest loan pools to its central scenario for the same loan pools. Without considering offsetting or correlated effects in other qualitative components of the Company’s allowance for credit losses, the comparison between these two scenarios for the exposures below reflect the following differences:

•

An increase of approximately $650 thousand for residential real estate loans and lending-related commitments

•

An increase of approximately $1.14 million for commercial real estate non-owner occupied loans and lending-related commitments

This analysis relates only to the modeled credit loss estimates and is not intended to estimate changes in the overall allowance for credit losses as it does not reflect any potential changes in the other adjustments to the quantitative calculation, which would also be influenced by the judgment management applies to the modeled lifetime loss estimates to reflect the uncertainty and imprecision of these modeled lifetime loss estimates based on then-current circumstances and conditions.

Recognizing that forecasts of macroeconomic conditions are inherently uncertain, the Company believes that its process to consider the available information and associated risks and uncertainties is appropriately governed and that its estimates of expected credit losses were reasonable and appropriate for the period ended September 30, 2024.

The Company uses two methodologies to analyze loan pools. The cohort method and the PD/LGD. Cohort relies on the creation of cohorts to capture loans that qualify for a particular segment, as of a point in time. Those loans are then tracked over their remaining lives to determine their loss experience. The Company aggregates financial assets on the basis of similar risk characteristics when evaluating loans on a collective basis. Those characteristics include, but are not limited to, internal or external credit score, risk ratings, financial asset, loan type, collateral type, size, effective interest rate, term, or geographical location. The Company uses cohort primarily for consumer loan portfolios.

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The PD portion of PD/LGD is defined by the Company as 90 days past due, placed on non-accrual, or is partially or wholly charged-off. Typically, a one-year time period is used to assess PD. PD can be measured and applied using various risk criteria. Risk rating is one common way to apply PDs. LGD is to determine the percentage of loss by facility or collateral type. LGD estimates can sometimes be driven, or influenced, by product type, industry or geography. The Company uses PD/LGD primarily for commercial loan portfolios.

Management believes that the accounting for goodwill and other intangible assets also involves a higher degree of judgment than most other significant accounting policies. GAAP establishes standards for the amortization of acquired intangible assets and the impairment assessment of goodwill. Goodwill arising from business combinations represents the value attributable to unidentifiable intangible assets in the business acquired. The Company’s goodwill relates to the value inherent in the banking industry and that value is dependent upon the ability of the Company’s subsidiaries to provide quality, cost-effective services in a competitive marketplace. The goodwill value is supported by revenue that is in part driven by the volume of business transacted. A decrease in earnings resulting from a decline in the customer base or the inability to deliver cost-effective services over sustained periods can lead to impairment of goodwill that could adversely impact earnings in future periods. GAAP requires an annual evaluation of goodwill for impairment, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The fair value of the goodwill is estimated by reviewing the past and projected operating results for the subsidiaries and comparable industry information. At September 30, 2024, on a consolidated basis, Farmers had intangibles of $20.9 million subject to amortization and $167.4 million in goodwill, which was not subject to periodic amortization.

Liquidity

The Company maintains, in the opinion of management, liquidity sufficient to satisfy depositors’ requirements and meet the credit needs of customers. The Company depends on its ability to maintain its market share of deposits as well as acquiring new funds. The Company’s ability to attract deposits and borrow funds depends in large measure on its profitability, capitalization and overall financial condition. The Company’s objective in liquidity management is to maintain the ability to meet loan commitments, purchase securities or to repay deposits and other liabilities in accordance with their terms without an adverse impact on current or future earnings. Principal sources of liquidity for the Company include assets considered relatively liquid, such as federal funds sold, cash-due from banks, as well as cash flows from maturities and repayments of loans, and to a lesser extent securities.

Along with its liquid assets, the Bank has additional sources of liquidity available which help to ensure that adequate funds are available as needed. These other sources include, but are not limited to, access to funds in the wholesale arena, the ability to obtain deposits through the adjustment of interest rates and the purchasing of federal funds and borrowings on approved lines of credit at major domestic banks. At September 30, 2024, this line of credit totaled $25.0 million of which the Bank had not borrowed against. In addition, the Company has a revolving line of credit with a correspondent bank totaling $5.0 million. There was no balance on this line at September 30, 2024 and December 31, 2023. Management feels that its liquidity position is adequate and will continue to monitor the position on a monthly basis. As of September 30, 2024, the Bank had no outstanding balances with the FHLB. Additional borrowing capacity at the FHLB was approximately $695.8 million at September 30, 2024. The Company also has access to the Federal Reserve Discount Window, which provides an additional source of funds with the posting of collateral. The Bank views its membership in the FHLB as a solid source of liquidity.

Off-Balance Sheet Arrangements

In the normal course of business, to meet the financial needs of our customers, we are a party to financial instruments with off-balance sheet risk. These financial instruments generally include commitments to originate mortgage, commercial and consumer loans, and involve to varying degrees, elements of credit and interest rate risk in excess of amounts recognized in the Consolidated Balance Sheets. The Bank’s maximum exposure to credit loss in the event of nonperformance by the borrower is represented by the contractual amount of those instruments. Because some commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The same credit policies are used in making commitments as are used for on-balance sheet instruments. Collateral is required in instances where deemed necessary. Undisbursed balances of loans closed include funds not disbursed but committed for construction projects. Unused lines of credit include funds not disbursed, but committed for, home equity, commercial and consumer lines of credit. Financial standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Those guarantees are primarily used to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Total unused commitments were $731.7 million at September 30, 2024, and $805.4 million at December 31, 2023. Additionally, the Company has committed up to $20.2 million in subscriptions in SBIC investment funds. At September 30, 2024, the Company had invested $16.5 million in these funds.

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Recent Market and Regulatory Developments

Various and significant legislation affecting financial institutions and the financial industry is from time to time introduced in the U.S. Congress and state legislatures, as well as by regulatory agencies. Such initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions or proposals to substantially change the financial institution regulatory system.

Also, such statutes, regulations and policies are continually under review by Congress, state legislatures and federal and state regulatory agencies and are subject to change at any time, particularly in the current economic and regulatory environment. Any such change in statutes, regulations or regulatory policies applicable to the Company could have a material effect on the business of the Company.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Important considerations in asset/liability management are liquidity, the balance between interest rate sensitive assets and liabilities and the adequacy of capital. Interest rate sensitive assets and liabilities are those which have rates subject to change within a future time period due to maturity of the instrument or changes in market rates. While liquidity management involves meeting the funds flow requirements of the Company, the management of interest rate sensitivity focuses on the structure of these assets and liabilities with respect to maturity and repricing characteristics. Managing interest rate sensitive assets and liabilities provides a means of tempering fluctuating interest rates and maintaining net interest margins through periods of changing interest rates. The Company monitors interest rate sensitive assets and liabilities to determine the overall interest rate position over various time frames.

The Company considers the primary market exposure to be interest rate risk. Simulation analysis is used to monitor the Company’s exposure to changes in interest rates, and the effect of the change to net interest income. The following table shows the effect on net interest income and the net present value of equity from a sudden and sustained 400 basis point increase to a 400 basis point decrease in market interest rates. The assumptions and predictions include inputs to compute baseline net interest income, expected changes in rates on interest bearing deposit accounts and loans, competition and various other factors that are difficult to accurately predict.

Changes In Interest Rate (basis points)	September 30, 2024 Result			December 31, 2023 Result			ALCO Guidelines
Net Interest Income Change
+400		-7.0	%		-6.2	%		-12.5	%
+300		-5.5	%		-5.0	%		-10.0	%
+200		-3.7	%		-3.4	%		-7.5	%
+100		-1.9	%		-1.9	%		-5.0	%
-100		1.5	%		1.4	%		-5.0	%
-200		2.5	%		2.3	%		-10.0	%
-300		3.4	%		3.1	%		-15.0	%
-400		3.3	%		2.7	%		-20.0	%
Net Present Value Of Equity Change
+400		-36.1	%		-36.4	%		-12.5	%
+300		-26.9	%		-26.8	%		-10.0	%
+200		-17.1	%		-17.3	%		-7.5	%
+100		-8.3	%		-8.7	%		-5.0	%
-100		4.4	%		5.3	%		-10.0	%
-200		5.1	%		7.2	%		-15.0	%
-300		0.5	%		5.1	%		-20.0	%
-400		-1.4	%		3.5	%		-25.0	%

The yield curve has changed dramatically over the past two years. In an intense effort to diffuse inflation, the Federal Open Market Committee raised the discount rate 5.25% from March 2022 to July 2023, the fastest pace on record. The committee then held the discount rate at 5.5% until September 2024 when they cut the discount rate by 50 basis points, and set the rate at 5.0% in an attempt to guide the economy into a “soft landing”, where the still comparatively elevated rate of 5.0% will continue to bring down inflation without harming the job market or the economy.

The above table presents results in the up rate scenarios that exceed internal policy limits for the Economic Value of Equity (“EVE”) for both the current quarter end as well as the last year end. This unprecedented outcome was created by the events occurring over the past two years, namely, the massive influx of liquidity in the form of deposits in 2020 and 2021 from government assistance while interest rates were at their lowest; the deployment of those funds at those low rates; and now the usage of those deposits as consumers

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utilize their deposits to maintain living standards in this highly inflationary economy, which prevents the Company from investing in the higher rates now available. With the EVE model moving rates even higher, it further exacerbates the differential between market rates and book rates, thereby creating the out of internal policy consequence. To mitigate these results, the Company has prioritized employing strategies to shrink the longer duration investment portfolio and replace the balances with assets having a shorter duration, including loans, in an effort to close the gap between the book and market rates. Any growth in lending will be done in a measured manner given the uncertain economic backdrop that exists today. The Company recognizes the risk inherent in growing loans but feels that its historical record of prudent underwriting, its low loan to deposit ratio and its strong credit metrics provide the ability to pursue solid opportunities in the marketplace. In addition, any loan growth will be broad based encompassing consumer, indirect, 1-4 family, commercial and industrial and CRE so as not to increase risk in any one portfolio or sector.

The remaining results of the simulations in the table above indicate that interest rate change results fall within internal limits established by the Company at both September 30, 2024, and December 31, 2023. A report on interest rate risk is presented to the Board of Directors and the Asset/Liability Committee on a quarterly basis. The Company has no market risk sensitive instruments held for trading purposes.

With the largest amount of interest sensitive assets and liabilities maturing within twelve months, the Company monitors this area most closely. Early withdrawal of deposits, prepayments of loans and loan delinquencies are some of the factors that can impact actual results in comparison to our simulation analysis. In addition, changes in rates on interest sensitive assets and liabilities may not be equal, which could result in a change in net interest margin.

Interest rate sensitivity management provides some degree of protection against net interest income volatility. It is not possible or necessarily desirable to attempt to eliminate this risk completely by matching interest sensitive assets and liabilities. Other factors, such as market demand, interest rate outlook, regulatory restraint and strategic planning also have an effect on the desired balance sheet structure.

Item 4. Controls and Procedures

Based on their evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s Chief Executive Officer and Chief Financial Officer have concluded the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) are effective. There were no changes in the Company’s internal controls over financial reporting (as defined in Rule 13a–15(f) under the Exchange Act) that occurred during the fiscal quarter ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is a defendant in lawsuits and other adversary proceedings arising in the ordinary course of business. Legal costs incurred in connection with the resolution of claims and lawsuits are generally expensed as incurred, although the Company establishes accruals where losses are deemed probable and reasonably estimable. The Company’s assessment of the current exposure with respect to adverse claims in legal matters could change in the event of the discovery of additional facts in such matters or upon determinations by judges, juries, administrative agencies or other finders of fact that are inconsistent with the Company’s evaluation of claims. It is possible that the ultimate resolution of matters, if unfavorable, may be material to the results of operations in a particular future period as the time and amount of any resolution of such actions and its relationship to the future results of operations are not known.

Item 1A. Risk Factors

The Company is exposed to risk when other financial institutions experience financial difficulties which could have an adverse impact on the banking industry environment in which the Company operates. The collapses of Silicon Valley Bank, Signature Bank and First Republic Bank have caused uncertainty in the investor community and banking customers. While the Company does not believe that the circumstances of these three bank failures are indicators of broader issues within the banking system, the failures may reduce customer confidence, affect sources of funding and liquidity, increase regulatory requirements and costs, adversely affect financial markets and/or have a negative reputational ramification for the financial services industry, including the Company. The Company will continue to monitor the ongoing events concerning these three banks as well as any future potential bank failures and volatility within the financial services industry generally, together with any responsive measures taken by the banking regulators to mitigate or manage potential turmoil in the financial services industry.

For further discussion of risk factors related to the Company, refer to Part 1, Item 1A, “Risk Factors,” contained in the Company’s 2023 10-K. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition.

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Additional risk factors not currently known to us or that we currently deem immaterial may also adversely affect us. There have been no material changes to the risk factors previously disclosed in our 2023 Form 10K.

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

Purchases of equity securities by the issuer.

On March 1, 2023, the Company announced that its Board of Directors authorized the purchase of up to 1,000,000 shares of its common stock in the open market or in privately negotiated transactions, from time to time and subject to market and other conditions. This 2023 Repurchase Program supersedes the Company's 2019 share repurchase program. The 2023 Repurchase Program may be modified, suspended or terminated by the Company at any time.

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Maximum Number of Shares that May Yet be Purchased Under the Program
Beginning balance								497,047
July 1-31		9,130	$	12.38		0		497,047
August 1-31		0		0.00		0		497,047
September 1-30		2,500		13.78		0		497,047
Ending balance		11,630		12.68		0		497,047

There was no treasury stock activity under the program during the three month period ended June 30, 2024.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Securities Trading Plans of Directors and Executive Officers

During the three months ended September 30, 2024, none of our directors or executive 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) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

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Item 6. Exhibits

The following exhibits are filed or incorporated by reference as part of this report:

3.1	Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed with the Commission on October 3, 2001).
3.2	Amendment to Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 1, 2013).
3.3	Amendment to Articles of Incorporation of Farmers National Banc Corp., as amended (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 20, 2018).
3.4	Amended Code of Regulations of Farmers National Banc Corp. (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 17, 2020).
10.1**	Farmers National Banc Corp. Third Amended and Restated Executive Separation Policy, as amended (filed herewith).
31.1	Rule 13a-14(a)/15d-14(a) Certification of Kevin J. Helmick, President and Chief Executive Officer of the Company (principal executive officer) (filed herewith).
31.2	Rule 13a-14(a)/15d-14(a) Certification of A. Troy Adair, Executive Vice President, Chief Financial Officer and Secretary of the Company (principal financial officer) (filed herewith).
32.1	Certification pursuant to 18 U.S.C. Section 1350 of Kevin J. Helmick, President and Chief Executive Officer of the Company (principal executive officer) (filed herewith).
32.2	Certification pursuant to 18 U.S.C. Section 1350 of A. Troy Adair, Executive Vice President, Chief Financial Officer and Secretary of the Company (principal financial officer) (filed herewith).
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language), filed herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows; and (vi) Notes to Unaudited Consolidated Financial Statements.
104	The cover page from the Company’s Quarterly report on Form 10-Q for the quarter ended September 30, 2024, has been formatted in Inline XBRL.

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SIGNATURES

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

FARMERS NATIONAL BANC CORP.

Dated: November 7, 2024

/s/ Kevin J. Helmick

Kevin J. Helmick

President and Chief Executive Officer

Dated: November 7, 2024

/s/ A. Troy Adair

A. Troy Adair

Senior Executive Vice President, Chief Financial Officer and Secretary

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