Form 8-K

8-K — BV Financial, Inc.

Accession: 0001193125-26-315814

Filed: 2026-07-24

Period: 2026-07-24

CIK: 0001302387

SIC: 6035 (SAVINGS INSTITUTION, FEDERALLY CHARTERED)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bvfl-20260724.htm (Primary)

EX-99.1 (bvfl-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: bvfl-20260724.htm · Sequence: 1

8-K

0001302387false00013023872026-07-242026-07-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2026

BV FINANCIAL, INC.

(Exact name of Registrant as Specified in Its Charter)

Maryland

001-36094

14-1920944

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

7114 North Point Blvd.

Baltimore, Maryland

21219

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 410 477-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

BVFL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 24, 2026, BV Financial, Inc. (the “Company”), the holding company for BayVanguard Bank, issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the Company's press release is attached as Exhibit 99.1 and is furnished herewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release dated July 24, 2026

104 Cover Page Interactive Data File (embedded within Inline XBRL document)

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 hereunto duly authorized.

BV FINANCIAL, INC.

Date:

July 24, 2026

By:

/s/ Michael J. Dee

Chief Financial Officer

EX-99.1

Filename: bvfl-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Contact:

Michael J. Dee

Chief Financial Officer

(410) 477- 5000

BV FINANCIAL, INC. ANNOUNCES FINANCIAL RESULTS

Baltimore, Maryland, July 24, 2026– BV Financial, Inc. (NASDAQ: BVFL), the holding company for BayVanguard Bank (the “Bank”), today reported net income of $3.5 million, or $0.42 per diluted share, for the quarter ended June 30, 2026 compared to net income of $2.9 million, or $0.29 per diluted share, for the quarter ended June 30, 2025. Net income for the six-month period ended June 30, 2026 was $4.6 million or $0.55 per diluted share compared to net income of $5.0 million or $0.50 per diluted share for the six-month period ended June 30, 2025.

Adjusted net income, a non-GAAP financial metric, was $3.9 million or $0.47 per diluted share and $3.7 or $0.37 per diluted share million for the quarters ended June 30, 2026 and 2025 and $7.1 million or $0.86 per diluted share and $6.7 million or $0.67 per diluted share for the year to date periods ended June 30, 2026 and 2025, respectively. For a reconciliation of net income as reported and Non-GAAP adjusted net income, see the table below.

Additionally, management refers to another non-GAAP metric called Operating Pre-Provision Net Revenue (OPPNR) to monitor the Company’s financial results. This metric excludes the expense, or reversal of the expense for the provision for credit losses as well as changes in the effective tax rate. Since the adoption of ASC 326 (CECL) in January 2023, the provision line item on the income statement has been extremely volatile, making this metric more meaningful. OPPNR was $5.2 million or $0.63 per diluted share for the three months ended June 30, 2026 compared to $5.4 million or $0.54 per diluted share for the three months ended June 30, 2025. OPPNR was $10.1 million or $1.22 per diluted share in the six-months ended June 30, 2026 compared to $9.6 million or $0.97 per diluted share in the six months ended June 30, 2025. For a reconciliation of net income as reported and Non-GAAP OPPNR, see the table below.

Financial Highlights

•

Return on average assets and return on average equity for the three months ended June 30, 2026 was 1.54% and 7.56%, respectively.

•

Net loans decreased $44.3 million or 5.9% to $711.6 million compared to $754.9 million at December 31, 2025.

•

Deposits decreased $0.2 million or -0.03% from $676.1 million at December 31, 2025 to $675.9 million at June 30, 2026.

•

All $35.0 million in borrowings from the Federal Home Loan Bank of Atlanta “FHLB” that were outstanding at March 31, 2026 were paid off in the quarter. This pay-off resulted in a gain (decrease in interest expense) of $0.3 million.

•

Non-accrual loans increased $1.1 million to $3.4 million at June 30, 2026 from $2.3 million at December 31, 2025.

•

The Company recorded reversals in the provisions for credit losses of $216,000 for the three months ended June 30, 2026 and $227,000 for the six months ended June 30, 2026.

•

During the quarter ended June 30, 2026, the Company repurchased 230,000 shares of its outstanding common stock at an average price of $20.03.

FINANCIAL CONDITION DISCUSSION

Total Assets. Total assets were $877.9 million at June 30, 2026, a decrease of $34.3 million, or -3.76%, from $912.2 million at December 31, 2025. The decrease was due primarily to the Company utilizing cash resulting from shrinkage of the loan portfolio to repay $35.0 million in borrowings from the FHLB.

Cash and Cash Equivalents. Cash and cash equivalents increased $13.2 million, or 23.7%, to $68.9 million at June 30, 2026 from $55.7 million at December 31, 2025. The increase in cash is primarily a result of loan pay-offs exceeding the pay-off of the FHLB borrowings.

Loans Receivable. Loans receivable decreased $44.3 million, or 5.9%, to $710.6 million at June 30, 2026 from $754.9 million at December 31, 2025. The largest decreases in the portfolio occurred in the construction & land ($12.6 million), commercial investor real estate ($10.6 million) and commercial ($10.4 million).

Securities. Securities available for sale decreased by $1.0 million or 3.0% from December 31, 2025 as paydowns in the mortgage-backed securities were not replaced with new purchases. The held-to-maturity portfolio experienced a slight decrease due to paydowns.

Federal Home Loan Bank Stock Federal Home Loan Bank of Atlanta stock decreased $1.7 million or 71.6% as a result of the advance pay-off reducing the required ownership amount.

Total Liabilities. Total liabilities decreased $33.6 million or -4.6%, to $694.7 million at June 30, 2026 from $728.4 million at December 31, 2025. The decrease was due primarily to the decrease in borrowings.

Deposits. Total deposits decreased $0.2 million, or -0.03% to $675.9 million at June 30, 2026 from $676.1 million at December 31, 2025. Interest-bearing deposits were flat at $138.4 million. Noninterest bearing deposits decreased $0.2 million, or -0.03%, to $537.5 million at June 30, 2026 from $537.7 million at December 31, 2025.

Stockholders’ Equity. Stockholders’ equity decreased $0.6 million, or -0.33%, to $183.2 million at June 30, 2026 from $183.8 million at December 31, 2025 as net income and the impact of earned stock compensation was offset by $6.6 million in stock repurchases during the period.

RESULTS OF OPERATION DISCUSSION

Net Income. Net income was $3.5 million or $0.42 per diluted share for the three months ended June 30, 2026 compared to $2.9 million or $0.29 per diluted share for the three months ended June 30, 2025. Net income was $4.6 million or $0.55 per diluted share for the six months ended June 30, 2026 compared to $5.0 million or $0.50 per diluted share for the six months ended June 30, 2025. The decrease in income for the year to date period is due to the $2.2 million first quarter executive transition expense and the related tax impact.

Net Interest Income. Net interest income was $9.5 million for the three months ended June 30, 2026 compared to $9.2 million for the three months ended June 30, 2025. The net interest margin for the three months ended June 30, 2026 was 4.58% compared to 4.36% for the three months ended June 30, 2025. The increase in net interest income was primarily due to higher yields on interest earning assets and lower interest expense due to the pay-offs of borrowings.

Net interest income was $18.6 million for the six months ended June 30, 2026, compared to $17.8 million in the six months ended June 30, 2025. The net interest margin for the six months ended June 30, 2026 was 4.47% compared to 4.24% for the six months ended June 30, 2025. The increase in net interest income was primarily due to higher yields earned on loans and lower interest expense due to the pay-off of the FHLB borrowings in 2026 and the pay-off of the subordinated debentures in December 2025.

Noninterest Income. For the three months ended June 30, 2026, noninterest income totaled approximately $467,000 compared to $714,000 for the quarter ended June 30, 2025. The decrease is attributable to the $135,000 write-down of a former branch location to estimated sales proceeds and lower miscellaneous fees on loans and deposits.

For the six months ended June 30, 2026 noninterest income totaled $1.0 million compared to $1.2 million for the six months ended and June 30, 2025. The decrease is due to lower miscellaneous loan and deposit fees and the write-down of the former branch location.

Noninterest Expense. For the three months ended June 30, 2026, noninterest expense totaled $5.5 million compared to $5.8 million in the three months ended June 30, 2025. Decreases in compensation and benefits of $506,000 due lower staffing and lower expenses of the 2024 Equity plan offset increases in other categories. Occupancy expense increased by $97,000 primarily due to costs of repairing a branch location after a major water leak. Professional fees increased due to higher legal expenses, data processing expense increased due to new product implementation fees and other expenses increased due to higher loan related expenses.

For the six months ended June 30, 2026, noninterest expense totaled $13.1 million as compared to $11.9 million in the six months ended June 30, 2025. Compensation and benefits expense increased $0.7 million due to the $2.2 million cost of the executive transition in the first quarter somewhat offset by lower staffing and lower costs of the 2024 Equity plan. Occupancy expense increased by $109,000 due to the branch repair costs noted above and higher heating bills in the first quarter. Adjusting for expenses related to the 2024 Equity Plan and executive transition, non-interest expense for the six months ended June 30, 2026 increased 0.8% to $9.68 million, compared with $9.60 million for the six months ended June 30, 2025.

Asset Quality. Non-performing assets at June 30, 2026 totaled $3.4 million, of which all are nonperforming loans, compared to $2.3 million at December 31, 2025, also all of which are nonperforming loans. At June 30, 2026, the allowance for credit losses on loans was $6.2 million, which represented 0.87% of total loans and 182.1% of non-performing loans compared to $6.4 million at December 31, 2025, which represented 0.85% of total loans and 284.7% of non-performing loans.

Forward-Looking Statements

This press release may contain certain forward-looking statements that are based on management’s current expectations regarding economic, legislative and regulatory issues that may impact the Company’s earnings in future periods. Factors that could cause future results to vary materially from current management expectations include, but are not limited to, general economic conditions, changes in interest rates, increased competitive pressures, the effects of inflation, potential recessionary conditions, general economic conditions or conditions within the securities markets, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Board of Governors of the Federal Reserve Board, the impact of the imposition of tariffs and any retaliatory responses, changes in the quality, size and composition of our loan and securities portfolios, changes in liquidity, including the size and composition of our deposit portfolio, including the percentage of uninsured deposits in the portfolio, changes in demand for our products and services, accounting and tax changes, deposit flows, real estate values and competition, changes in accounting principles, policies or guidelines, changes in legislation or regulation and other economic, competitive, governmental, regulatory and technological factors affecting the Company’s operations, pricing, products and services, the current or anticipated impact of military conflict, terrorism or other geopolitical events, a potential government shutdown, a failure in or breach of our operational or security systems or infrastructure, including cyberattacks that could adversely affect the Company’s financial condition and results of operations and the business in which the Company and the Bank are engaged and the failure to maintain current technologies, the failure to retain or attract employees.

BV Financial, Inc. is the parent company of BayVanguard Bank. BayVanguard Bank is headquartered in Baltimore, Maryland with twelve branches in the Baltimore metropolitan area and the eastern shore of Maryland. The Bank is a full-service community-oriented financial institution dedicated to serving the financial service needs of consumers and businesses.

BV FINANCIAL, INC.

Consolidated Financial Ratios

At or For the Three Months

At or For the Six Months

Ended June 30,

2026

2025

2026

2025

Performance Ratios(1):

Return on average assets

1.54

1.26

1.00

1.09

Return on average equity

7.56

5.78

4.97

5.03

Interest rate spread(2)

3.95

3.60

3.81

3.48

Net interest margin(3)

4.58

4.36

4.47

4.24

Yields on earning assets

5.86

5.84

5.83

5.75

Cost of interest-bearing liabilities

1.91

2.24

2.01

2.27

Cost of deposits

2.07

2.02

2.04

2.02

Yield on loans

6.21

6.04

6.16

5.97

Non-interest expense to average assets

2.44

2.54

2.89

2.62

Efficiency ratio(4)

54.87

58.30

66.62

62.66

Average interest-earning assets to average interest-bearing liabilities

149.24

151.25

148.83

149.86

Average equity to average assets

21.88

20.21

21.62

Credit Quality Ratios:

Allowance for credit losses as a percentage of total loans

0.87

1.22

0.87

1.22

Allowance for credit losses as a percentage of non-performing loans

182.07

208.61

182.07

208.61

Net charge-offs (recoveries) to average outstanding loans during the year

0.00

-0.01

Non-performing loans as a percentage of total loans

0.48

0.58

0.48

0.58

Non-performing loans as a percentage of total assets

0.39

0.48

0.39

0.48

Total non-performing assets as a percentage of total assets

0.39

0.50

0.39

0.50

Per Share Data

Earnings per common share, basic

0.43

0.29

0.56

0.50

Earnings per common share, diluted

0.42

0.29

0.55

0.50

Book value per common share

21.50

19.19

21.50

19.19

Tangible book value per common share(5)

19.74

17.72

19.74

17.72

Weighted average shares outstanding

8,012,679

9,858,540

8,077,169

9,878,319

(1) Performance ratios are annualized.

(2) Represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(3) Represents net interest income as a percentage of average interest-earning assets.

(4) Represents non-interest expenses divided by the sum of net interest income and non-interest income.

(5) Represents total equity less goodwill less other intangible assets divided by common shares outstanding. See non-GAAP reconciliation table.

BV FINANCIAL, INC.

Consolidated Balance Sheets

June 30, 2026

December 31, 2025

(dollars in thousands, except share amounts)

(unaudited)

derived from audited financial statements

Assets

Cash

8,664

5,616

Interest-bearing deposits in other banks

60,238

50,089

Cash and cash equivalents

68,902

55,705

Equity Investment

405

404

Securities available for sale

32,218

33,226

Securities held to maturity (fair value of $5,082 and $5,102, ACL of $1 and $2)

5,647

5,736

Loans held for maturity

710,625

754,921

Allowance for Credit Losses

(6,214

)

(6,437

)

Net Loans

704,411

748,484

Premises and equipment, net

12,223

12,493

Federal Home Loan Bank of Atlanta stock, at cost

661

2,324

Investment in life insurance

20,642

20,441

Accrued interest receivable

3,020

3,149

Goodwill

14,420

Intangible assets, net

561

651

Deferred tax assets, net

7,558

7,563

Other assets

7,288

7,617

Total assets

877,956

912,213

Liabilities and Stockholders' Equity

Liabilities

Noninterest-bearing deposits

138,384

138,360

Interest-bearing deposits

537,506

537,734

Total deposits

675,890

676,094

FHLB borrowings

—

35,000

Other liabilities

18,865

17,315

Total liabilities

694,755

728,409

Stockholders' equity

Preferred stock, $0.01 par value; 1,000,000 shares authorized; none issued or outstanding

—

Common stock, $0.01 par value; 45,000,000 shares authorized in 2026 and 2025; 8,520,245 shares issued and outstanding as of June 30, 2026; 8,852,813 shares issued and outstanding as of December 31, 2025

Paid-in capital

63,629

68,834

Unearned common stock held by employee stock ownership plan

(6,879

)

(6,978

)

Retained earnings

127,543

122,990

Accumulated other comprehensive loss

(1,177

)

(1,130

)

Total stockholders' equity

183,201

183,804

Total liabilities and stockholders' equity

877,956

912,213

BV FINANCIAL, INC.

Consolidated Statements of Income

(dollars in thousands, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Interest Income

2026

2025

2026

2025

Loans, including fees

11,165

11,334

22,308

22,075

Investment securities available for sale

282

324

571

674

Investment securities held to maturity

Other interest income

713

562

1,318

1,305

Total interest income

12,205

12,266

24,287

24,147

Interest Expense

Interest on deposits

2,771

2,622

5,423

5,223

Interest on FHLB borrowings

(104

)

215

—

Interest on Subordinated debentures

—

465

—

1,125

Total interest expense

2,667

3,110

5,638

6,348

Net interest income

9,538

9,156

18,649

17,799

Provision for (recovery of) credit losses

(216

)

178

(227

)

475

Net interest income after provision for (recovery of) credit losses

9,754

8,978

18,876

17,324

Noninterest Income

Service fees on deposits

105

112

215

216

Fees from debit cards

182

177

346

341

Income from investment in life insurance

116

114

202

201

(Loss) on sale of fixed assets

(135

)

—

(135

)

—

Other income

199

311

367

485

Total noninterest income

467

714

995

1,243

Noninterest Expense

Compensation and related benefits

3,512

4,018

9,292

8,542

Occupancy

476

379

932

823

Data processing

437

395

836

792

Advertising

Professional fees

315

249

551

479

Equipment

178

185

Foreclosed real estate and repossessed assets holding costs

—

)

Amortization of intangible assets

FDIC insurance premiums

172

165

Other expense

510

488

1,009

845

Total noninterest expense

5,490

5,755

13,088

11,932

Net income before tax

4,731

3,937

6,783

6,635

Income tax expense

1,269

1,076

2,230

1,675

Net income

3,462

2,861

4,553

4,960

Basic earnings per share

0.43

0.29

0.56

0.50

Diluted earnings per share

0.42

0.29

0.55

0.50

BV FINANCIAL, INC.

Average Balance Sheet for the Quarters ended June 30,

(Dollars in thousands)

For the Three Months Ended June 30,

2026

2025

(dollars in thousands)

Average Outstanding Balance

Interest

Average Yield/Rate

Average Outstanding Balance

Interest

Average Yield/Rate

(Unaudited)

Interest-earning assets:

Loans

721,303

11,165

6.21

752,181

11,334

6.04

Securities available-for-sale

32,614

282

3.47

34,770

324

3.74

Securities held-to-maturity

7,396

2.44

6,624

2.79

Cash, cash equivalents and other interest-earning assets

73,450

713

3.92

49,450

562

4.60

Total interest-earning assets

834,763

12,205

5.86

843,025

12,266

5.84

Noninterest-earning assets

65,598

64,324

Total assets

900,361

907,349

Interest-bearing liabilities:

Interest-bearing demand deposits

70,143

153

0.87

76,698

159

0.83

Savings deposits

115,314

145

0.50

120,584

106

0.35

Money market deposits

130,067

744

2.29

125,686

766

2.44

Certificates of deposit

221,400

1,729

3.13

197,488

1,591

3.23

Total interest-bearing deposits

536,924

2,771

2.07

520,456

2,622

2.02

Federal Home Loan Bank advances

22,418

(104

)

(1.86

1,978

4.66

Subordinated debentures

—

34,945

465

5.34

Total borrowings

22,418

(104

)

(1.86

36,923

488

5.30

Total interest-bearing

liabilities

559,342

2,667

1.91

557,379

3,110

2.24

Noninterest-bearing demand deposits

139,862

134,841

Other noninterest-bearing liabilities

18,063

16,930

Total liabilities

717,267

709,150

Equity

183,094

198,199

Total liabilities and equity

900,361

907,349

Net interest income

9,538

9,156

Net interest rate spread

3.95

3.60

Net interest-earning assets

275,421

285,646

Net interest margin

4.58

4.36

Average interest-earning assets to interest-bearing liabilities

149.24

151.25

BV FINANCIAL, INC.

Average Balance Sheet for the Six Months ended June 30,

(Dollars in thousands)

For the Six Months Ended June 30,

2026

2025

(dollars in thousands)

Average Outstanding Balance

Interest

Average Yield/Rate

Average Outstanding Balance

Interest

Average Yield/Rate

(Unaudited)

Interest-earning assets:

Loans

730,542

22,308

6.16

745,958

22,075

5.97

Securities available-for-sale

33,073

571

3.48

35,821

674

3.79

Securities held-to-maturity

7,716

2.35

6,971

2.69

Cash, cash equivalents and other interest-earning assets

69,357

1,318

3.85

58,091

1,305

4.55

Total interest-earning assets

840,688

24,287

5.83

846,841

24,147

5.75

Noninterest-earning assets

65,489

64,667

Total assets

906,177

911,508

Interest-bearing liabilities:

Interest-bearing demand deposits

72,925

320

0.88

78,414

330

0.85

Savings deposits

115,572

292

0.51

121,516

206

0.34

Money market deposits

127,407

1,428

2.26

125,326

1,530

2.46

Certificates of deposit

220,277

3,383

3.10

196,440

3,157

3.24

Total interest-bearing deposits

536,181

5,423

2.04

521,696

5,223

2.02

Federal Home Loan Bank advances

28,674

215

1.51

8,453

194

4.63

Subordinated debentures

—

34,925

931

5.38

Total borrowings

28,674

215

1.51

43,378

1,125

5.23

Total interest-bearing

liabilities

564,855

5,638

2.01

565,074

6,348

2.27

Noninterest-bearing demand deposits

139,835

133,419

Other noninterest-bearing liabilities

18,353

15,940

Total liabilities

723,043

714,433

Equity

183,134

197,075

Total liabilities and equity

906,177

911,508

Net interest income

18,649

17,799

Net interest rate spread

3.82

3.48

Net interest-earning assets

275,833

281,767

Net interest margin

4.47

4.24

Average interest-earning assets to interest-bearing liabilities

148.83

149.86

ALLOWANCE FOR CREDIT LOSS - LOANS

(Dollars in thousands)

QTR

YTD

6/30/2026

Beginning Balance

6,399

6,437

Provision for credit loss -loans

(200

)

(256

)

Net Charge-offs (recoveries):

Owner Occupied 1-4

)

Non-Owner Occupied 1-4

(14

)

(33

)

Investor Commercial Real Estate

—

OO Commercial Real Estate

—

Construction & Land

—

Farm Loans

—

Marine & Consumer

—

Guaranteed by the US Gov't

—

Commercial

—

Net charge-offs (recoveries)

(15

)

(33

)

Ending Balance- ACL for Loans

6,214

Balance Reserve for unfunded loan commitments

125

Balance Reserve for HTM Securities

Total ACL

6,340

Provision expense for Unfunded Commitments

(16

)

Provision expense for HTM Securities

—

)

Total other provision expense

(16

)

Total provision for (recovery of ) credit losses

(216

)

(227

)

RECONCILIATION TABLE (UNAUDITED)

NON-GAAP ADJUSTED NET INCOME

Non-GAAP Reconciliation

In addition to results presented in accordance with generally accepted accounting principles utilized in the Unites States ("GAAP"), this earnings release contains a non-GAAP financial measure, Non-GAAP adjusted net income. The Company believes this non-GAAP financial measure is useful for both investors and management to understand the effects of certain items and provide an alternative view of its performance over time. Non-GAAP measures have inherent limitations, are not required to be uniformly applied and are not audited. They should not be considered in isolation or as a substitute for total stockholders' equity or operating results determined in accordance with GAAP. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

Three Months ended June 30,

Six Months ended June 30,

Non-GAAP Adjusted Net Income

2026

2025

2026

Net Income (GAAP)

3,462

2,861

4,553

2024 Equity Plan Expenses

601

1,162

1,204

Cost of executive transition

2,203

Tax impact

(159

)

(308

)

(903

)

Non GAAP adjusted net income

3,904

3,715

7,057

Adjusted Net Income per Share

0.48

0.38

0.88

Adjusted Net Income per diluted share

0.47

0.37

0.86

Non-GAAP Operating Pre-provision Net Revenue (OPPNR)

Net Interest Income before provision

9,538

9,156

18,649

Plus: Purchase Accounting Amortization

Plus: Non-interest income

467

714

995

Less: Non-interest expense

(5,490

)

(5,755

)

(13,088

)

Plus: CDI amortization

Plus: 2024 Equity Plan expense

601

1,162

1,204

Plus: Executive transition expense

2,203

Operating Pre-Provision Net Revenue

5,212

5,366

10,146

OPPNR per share

0.65

1.26

OPPNR per diluted share

0.63

0.54

1.22

Non-GAAP Tangible Book Value per Common Share

2026

2025

Total Equity (GAAP)

183,201

197,991

Less Goodwill

14,420

Less other intangible assets

561

741

Tangible equity

168,220

182,830

Common shares outstanding

8,520,225

10,318,408

Tangible book value per share

19.74

17.72

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