Form 8-K

8-K — FARMERS NATIONAL BANC CORP /OH/

Accession: 0001437749-26-012964

Filed: 2026-04-22

Period: 2026-04-22

CIK: 0000709337

SIC: 6022 (STATE COMMERCIAL BANKS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — fmnb20260421_8k.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED APRIL 22, 2026 (ex_948527.htm)

EX-99.2 — INVESTOR PRESENTATION, DATED APRIL 22, 2026 (ex_948526.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: fmnb20260421_8k.htm · Sequence: 1

fmnb20260421_8k.htm

false

0000709337

2026-04-22

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): April 22, 2026

Farmers National Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio

001-35296

34-1371693

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

20 South Broad Street, P.O. Box 555, Canfield, Ohio

44406-0555

(Address of principal executive offices)

(Zip Code)

(330) 533-3341

(Registrant’s telephone number, including area code)

(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication 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

Name of each exchange

on which registered

Common Stock, No Par Value

FMNB

The NASDAQ Stock Market

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 April 22, 2026, Farmers National Banc Corp. (the “Company”) announced earnings for the quarter ended March 31, 2026. A copy of the press release and certain financial information for this period is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Also on April 22, 2026, the Company first provided investors with a supplemental presentation regarding first quarter earnings and other current financial information, attached as Exhibit 99.2 hereto and incorporated by reference herein.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 2.02 and Exhibits 99.1 and 99.2 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Furthermore, the information in this Item 2.02 and Exhibits 99.1 and 99.2 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”) except as may be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On April 22, 2026, the Company announced earnings for the quarter ended March 31, 2026 and first provided investors with a supplemental presentation regarding first quarter earnings and other current financial information. A copy of the press release and certain financial information is attached as Exhibit 99.1 and incorporated by reference herein, and a copy of the supplemental investor presentation is attached as Exhibit 99.2 hereto and incorporated by reference herein.

The presentation is furnished herein, as part of this Item 7.01, as Exhibit 99.2. Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.2 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description

99.1

Press Release, dated April 22, 2026

99.2

Investor Presentation, dated April 22, 2026

104

Cover Page Interactive Data File (embedded within the 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.

Farmers National Banc Corp.

By:

/s/ Kevin J. Helmick

Kevin J. Helmick

President and Chief Executive Officer

Date: April 22, 2026

EX-99.1 — PRESS RELEASE, DATED APRIL 22, 2026

EX-99.1

Filename: ex_948527.htm · Sequence: 2

ex_948527.htm

Exhibit 99.1

April 22, 2026

Press Release

Source: Farmers National Banc Corp.

Kevin J. Helmick, President and CEO

20 South Broad Street, P.O. Box 555

Canfield, OH 44406

330.533.3341

Email: exec@farmersbankgroup.com

FARMERS NATIONAL BANC CORP. ANNOUNCES RESULTS FOR FIRST QUARTER OF 2026

●

173 consecutive quarters of profitability

●

Closed the acquisition of Middlefield Banc Corp. on March 2, 2026

●

EPS was $0.36 for the quarter, $0.45 excluding acquisition and core conversion costs (non-GAAP)

●

Net interest margin increased to 3.12% in the first quarter of 2026 from 3.05% in the fourth quarter of 2025 and 2.85% in the first quarter of 2025

●

Return on average assets was 1.11% in the first quarter of 2026, 1.37% excluding acquisition/core conversion costs (non-GAAP)

CANFIELD, Ohio (April 22, 2026) – Farmers National Banc Corp. (“Farmers” or the “Company”) (NASDAQ: FMNB) reported net income of $16.3 million, or $0.36 per diluted share, for the first quarter of 2026 compared to $13.6 million, or $0.36 per diluted share, for the first quarter of 2025. Net income in the first quarter of 2026 included $4.0 million related to the acquisition of Middlefield Banc Corp. (Middlefield) and core conversion costs. Excluding these items (non-GAAP), adjusted net income for the first quarter of 2026 was $20.0 million, or $0.45 per diluted share.

Kevin J. Helmick, President and CEO, stated: “Farmers is off to a solid start in 2026, highlighted by the successful completion of the Middlefield acquisition and continued strength across our core Ohio and Pennsylvania markets. We are focused on successfully integrating Middlefield into our operations and completing our core technology conversion, both of which are expected to be completed in the third quarter of 2026. In addition, we are well positioned to capitalize on our expanded presence in Columbus, Ohio, as a result of recent investments and the Middlefield acquisition. Combined, we believe these actions position Farmers for continued profitable growth and value creation.”

Balance Sheet

Total assets increased to $7.18 billion at March 31, 2026, from $5.25 billion at December 31, 2025, primarily due to the Middlefield acquisition which added $1.82 billion in assets. Total loans, net of allowance, increased to $4.75 billion at March 31, 2026, from $3.27 billion at December 31, 2025. Middlefield added $1.49 billion in total loans at the date of closing.

Securities available for sale increased to $1.48 billion at March 31, 2026, compared to $1.34 billion at December 31, 2025. Middlefield added $152.8 million to the total. The Company anticipates continued rate volatility in the bond market in 2026, which will continue to affect the value of the portfolio.

Total deposits were $5.92 billion at March 31, 2026, an increase of $1.58 billion from December 31, 2025. The increase was primarily due to Middlefield, which added $1.49 billion in deposits, as well as seasonal growth in public funds.

Total stockholders’ equity increased to $766.9 million at March 31, 2026, compared to $485.7 million at December 31, 2025. The increase was primarily driven by the acquisition of Middlefield.

Credit Quality

Non-performing loans increased from $26.2 million at December 31, 2025, to $59.9 million at March 31, 2026. The increase was due to the acquisition of Middlefield. Nonperforming loans to total loans were 1.25% at March 31, 2026 compared to 0.79% at December 31, 2025. The Company’s loans which were 30-89 days delinquent were $14.7 million at March 31, 2026, or 0.31% of total loans, compared to $16.9 million at December 31, 2025.

The provision for credit losses and unfunded commitments was a recovery of $1.0 million in the first quarter of 2026 compared to a recovery of $204,000 in the first quarter of 2025. The provision in the first quarter of 2026 was positively impacted by improvements in qualitative factors in the Company’s CECL model. Annualized net charge-offs as a percentage of average loans were 0.05% in the first quarter of 2026, compared to 0.04% in the first quarter of 2025. The allowance for credit losses to total loans was 1.14% at March 31, 2026, compared to 1.11% at December 31, 2025. With the addition of Middlefield, the Company established a Day 1 allowance for credit losses of $19.3 million for the Middlefield loan balances. This was the primary reason for the increase in the allowance for loan losses to loans ratio in the first quarter.

Net Interest Income

Net interest income increased to $42.6 million in the first quarter of 2026, compared to $34.2 million in the first quarter of 2025. Average interest earning assets increased to $5.55 billion in the first quarter of 2026 compared to $4.89 billion in the first quarter of 2025. The increase was primarily driven by the acquisition of Middlefield. The net interest margin improved to 3.12% in the first quarter of 2026 compared to 2.85% in the first quarter of 2025. The year-over-year increase in net interest margin was due to the acquisition and higher yields on earning assets and lower funding costs on interest bearing liabilities. The Company expects the net interest margin to expand by approximately 25 basis points in the second quarter of 2026 as the full impact of the Middlefield acquisition is realized. The yield on interest earning assets increased from 4.74% in the first quarter of 2025 to 4.89% in the first quarter of 2026, while the cost of interest-bearing liabilities declined from 2.52% in the first quarter of 2025 to 2.35% in the first quarter of 2026. Excluding acquisition marks, non-GAAP, the Company’s net interest margin was 2.99% in the first quarter of 2026, and 2.67% in the first quarter of 2025.

Noninterest Income

Noninterest income increased to $13.7 million in the first quarter of 2026 from $10.5 million in the first quarter of 2025. The increase was driven by the Middlefield acquisition, growth in the wealth lines of business and lower losses on the sale of securities. Service charge income increased to $2.0 million in the first quarter of 2026 compared to $1.8 million in the first quarter of 2025 primarily due to the acquisition. Bank owned life insurance income was $1.5 million in the first quarter of 2026 compared to $810,000 in the first quarter of 2025. Death claims were higher by $416,000 in 2026 compared to 2025 and the addition of Middlefield was primarily responsible for the remaining difference. Trust fees increased to $3.0 million in the first quarter of 2026 from $2.6 million in the first quarter of 2025 as the Company continues to show excellent growth in this business unit. Losses on the sale of securities were $18,000 in the first quarter of 2026, down from a loss of $1.3 million in the first quarter of 2025. The Company restructured $23.8 million of securities at the end of the first quarter of 2025 resulting in the loss realized on the sale. Investment commissions increased $342,000 from the first quarter of 2025 to first quarter of 2026 as the Company continued to add investment representatives to the program. Other mortgage banking income was $477,000 in the first quarter of 2026 compared to $147,000 in the first quarter of 2025. This increase was primarily due to the Company recovering $303,000 of mortgage servicing rights impairment in the first quarter of 2026. Other noninterest income declined to $898,000 in the first quarter of 2026 compared to $1.2 million in the first quarter of 2025 primarily due to lower SBIC income in 2026.

Noninterest Expense

Noninterest expense increased to $37.3 million in the first quarter of 2026 from $28.5 million in the first quarter of 2025 primarily as a result of the Middlefield acquisition and the recognition of $4.0 million in acquisition and core conversion costs in the first quarter of 2026. Salaries and employee benefits increased to $18.5 million in the first quarter of 2026 from $16.2 million in the first quarter of 2025. The increase was primarily driven by annual raises and the acquisition. Occupancy and equipment expense increased by $988,000 in the first quarter of 2026 from the first quarter of 2025 primarily as a result of the acquisition and higher building maintenance costs due to more severe winter weather conditions. FDIC insurance and state and local taxes were $1.6 million in the quarter ended March 31, 2026, an increase of $341,000 from the quarter ending March 31, 2025 due to the acquisition and increased franchise tax due to higher levels of capital year-over-year. Core processing expense increased to $1.8 million in the first quarter of 2026 compared to $1.4 million in the first quarter of 2025. The increase was due to the acquisition and a lower level of service credits in 2026. Other noninterest expense increased by $650,000 to $3.8 million in the first quarter of 2026 primarily as a result of the acquisition and timing issues.

Liquidity

The Company had access to an additional $788.9 million in FHLB borrowing capacity at March 31, 2026, along with $446.6 million in available for sale securities that are available for pledging. The Company’s loan to deposit ratio was 81.1% at March 31, 2026.

About Farmers National Banc Corp.

Founded in 1887, Farmers National Banc Corp. is a diversified financial services company headquartered in Canfield, Ohio, with $7.2 billion in banking assets. Farmers National Banc Corp.’s wholly-owned subsidiaries are comprised of The Farmers National Bank of Canfield, a full-service national bank engaged in commercial and retail banking with 83 banking locations in Ohio and western Pennsylvania, and Farmers Trust Company, which operates trust offices and offers services in the same geographic markets. Total wealth management assets under care at March 31, 2026 are $4.9 billion. Farmers National Insurance, LLC, a wholly-owned subsidiary of The Farmers National Bank of Canfield, offers a variety of insurance products.

Non-GAAP Disclosure

This press release includes disclosures of Farmers’ tangible common equity ratio, return on average tangible assets, return on average tangible equity, net income excluding costs related to acquisition activities and certain items, return on average assets excluding acquisition costs and certain items, return on average equity excluding acquisition costs and certain items, net interest margin excluding acquisition marks and related accretion and PPP interest and fees and efficiency ratio less certain items, which are financial measures not prepared in accordance with generally accepted accounting principles in the United States (GAAP). A non-GAAP financial measure is a numerical measure of historical or future financial performance, financial position or cash flows that excludes or includes amounts that are required to be disclosed by GAAP. Farmers believes that these non-GAAP financial measures provide both management and investors a more complete understanding of the underlying operational results and trends and Farmers’ marketplace performance. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the numbers prepared in accordance with GAAP. The reconciliations of non-GAAP financial measures to their GAAP equivalents are included in the tables following Consolidated Financial Highlights below.

Cautionary Statements Regarding Forward-Looking Statements

We make statements in this news release and our related investor conference call, and we may from time to time make other statements, that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about Farmers’ financial condition, results of operations, asset quality trends and profitability. Forward-looking statements are not historical facts but instead represent only management’s current expectations and forecasts regarding future events, many of which, by their nature, are inherently uncertain and outside of Farmers’ control. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions, as well as any statements related to future expectations of performance or conditional verbs, such as “will,” “would,” “should,” “could” or “may.” Farmers’ actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Factors that could cause Farmers’ actual results to differ materially from those described in certain forward-looking statements include significant changes in near-term local, regional, and U.S. economic conditions including those resulting from continued high rates of inflation, tightening monetary policy of the Board of Governors of the Federal Reserve, U.S. and foreign country tariff policies, and possibility of a recession; and the other factors contained in Farmers’ Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (SEC) and available on Farmers’ website (www.farmersbankgroup.com) and on the SEC’s website (www.sec.gov). Forward-looking statements are not guarantees of future performance and should not be relied upon as representing management’s views as of any subsequent date. Farmers does not undertake any obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

Farmers National Banc Corp. and Subsidiaries

Consolidated Financial Highlights

(Amounts in thousands, except per share results) Unaudited

Consolidated Statements of Income

For the Three Months Ended

March 31,

Dec. 31,

Sept. 30,

June 30,

March 31,

2026

2025

Total interest income

$67,117

$59,418

$59,366

$57,702

$57,305

Total interest expense

24,549

22,398

23,059

22,781

23,110

Net interest income

42,568

37,020

36,307

34,921

34,195

Provision (credit) for credit losses

(1,034)

2,306

1,419

3,548

(204)

Noninterest income

13,688

12,098

11,430

12,122

10,481

System conversion / Acquisition related costs

3,981

925

3,123

Other expense

33,337

28,153

28,556

27,175

28,526

Income before income taxes

19,972

17,734

14,639

16,320

16,354

Income taxes

3,708

3,096

2,178

2,410

2,776

Net income

$16,264

$14,638

$12,461

$13,910

$13,578

Average diluted shares outstanding

44,874

37,705

37,677

37,622

37,626

Basic earnings per share

0.36

0.39

0.33

0.37

0.36

Diluted earnings per share

0.36

0.39

0.33

0.37

0.36

Cash dividends per share

0.17

Performance Ratios

Net Interest Margin (Annualized)

3.12%

3.05%

3.00%

2.91%

2.85%

Efficiency Ratio (Tax equivalent basis)

63.97%

57.11%

62.66%

56.66%

59.60%

Efficiency Ratio (Tax equivalent basis) excluding core conversion, acquisition costs and other extraordinary items (b)

56.96%

55.00%

56.43%

55.66%

59.57%

Return on Average Assets (Annualized)

1.11%

1.12%

0.96%

1.08%

1.06%

Return on Average Equity (Annualized)

11.55%

12.17%

11.26%

13.08%

13.12%

Other Performance Ratios (Non-GAAP)

Return on Average Tangible Assets

1.15%

1.16%

1.00%

1.13%

1.10%

Return on Average Tangible Equity

18.13%

19.90%

19.46%

23.37%

24.02%

Consolidated Statements of Financial Condition

March 31,

Dec. 31,

Sept. 30,

June 30,

March 31,

2026

2025

Assets

Cash and cash equivalents

$186,083

$92,357

$92,345

$90,740

$113,256

Debt securities available for sale

1,484,198

1,343,457

1,301,766

1,274,899

1,281,413

Other investments

54,858

45,397

44,245

42,410

40,334

Loans held for sale

1,919

1,516

4,975

2,174

2,973

Loans

4,800,064

3,304,713

3,337,780

3,303,359

3,251,391

Less allowance for credit losses

54,684

36,811

39,528

38,563

35,549

Net Loans

4,745,380

3,267,902

3,298,252

3,264,796

3,215,842

Other assets

703,038

495,241

493,992

503,409

503,222

Total Assets

$7,175,476

$5,245,870

$5,235,575

$5,178,428

$5,157,040

Liabilities and Stockholders' Equity

Deposits

Noninterest-bearing

$1,334,021

$994,122

$994,604

$995,865

$979,142

Interest-bearing

4,587,364

3,348,656

3,405,911

3,325,564

3,342,182

Brokered time deposits

74,988

159,964

Total deposits

5,921,385

4,342,778

4,400,515

4,396,417

4,481,288

Other interest-bearing liabilities

435,108

367,733

321,581

289,428

188,275

Other liabilities

52,093

49,634

47,530

54,835

58,343

Total liabilities

6,408,586

4,760,145

4,769,626

4,740,680

4,727,906

Stockholders' Equity

766,890

485,725

465,949

437,748

429,134

Total Liabilities

and Stockholders' Equity

$7,175,476

$5,245,870

$5,235,575

$5,178,428

$5,157,040

Period-end shares outstanding

59,215

37,653

37,647

37,642

37,615

Book value per share

$12.95

$12.90

$12.38

$11.63

$11.41

Tangible book value per share (Non-GAAP)*

7.74

7.98

7.44

6.67

6.42

* Tangible book value per share is calculated by dividing tangible common equity by outstanding shares

For the Three Months Ended

March 31,

Dec. 31,

Sept. 30,

June 30,

March 31,

Capital and Liquidity

2026

2025

Common Equity Tier 1 Capital Ratio (a)

11.77%

12.02%

11.62%

11.56%

11.44%

Total Risk Based Capital Ratio (a)

14.72%

15.46%

15.08%

15.04%

14.87%

Tier 1 Risk Based Capital Ratio (a)

12.27%

12.51%

12.10%

12.05%

11.92%

Tier 1 Leverage Ratio (a)

8.92%

8.75%

8.67%

8.52%

Equity to Asset Ratio

10.69%

9.26%

8.90%

8.45%

8.32%

Tangible Common Equity Ratio (b)

6.68%

5.94%

5.54%

5.03%

4.86%

Net Loans to Assets

66.13%

62.29%

63.00%

63.05%

62.36%

Loans to Deposits

81.06%

76.10%

75.85%

75.14%

72.55%

Asset Quality

Non-performing loans

$59,854

$26,215

$35,344

$27,819

$20,724

Non-performing assets

59,977

26,370

35,519

28,052

20,902

Loans 30 - 89 days delinquent

14,700

16,947

16,083

17,727

11,192

Charged-off loans

729

5,192

869

748

698

Recoveries

285

295

333

176

362

Net Charge-offs

444

4,897

536

572

336

Annualized Net Charge-offs to Average Net Loans

0.05%

0.59%

0.07%

0.04%

Allowance for Credit Losses to Total Loans

1.14%

1.11%

1.18%

1.17%

1.09%

Non-performing Loans to Total Loans

1.25%

0.79%

1.06%

0.84%

0.64%

Loans 30 - 89 Days Delinquent to Total Loans

0.31%

0.51%

0.48%

0.54%

0.34%

Allowance to Non-performing Loans

91.36%

140.42%

111.84%

138.62%

171.54%

Non-performing Assets to Total Assets

0.84%

0.50%

0.68%

0.54%

0.41%

(a) September 30, 2025 ratio is estimated

(b) This is a non-GAAP financial measure. A reconciliation to GAAP is shown below

For the Three Months Ended

March 31,

Dec. 31,

Sept. 30,

June 30,

March 31,

End of Period Loan Balances

2026

2025

Commercial real estate

$2,078,421

$1,398,116

$1,428,583

$1,385,162

$1,370,661

Commercial

591,406

340,224

351,213

363,009

336,600

Residential real estate

1,219,766

850,300

850,112

849,443

846,639

HELOC

349,656

181,544

176,609

171,312

161,991

Consumer

265,136

257,795

251,557

253,363

257,310

Agricultural loans

284,014

265,565

269,025

270,599

267,737

Total, excluding net deferred loan costs

$4,788,399

$3,293,544

$3,327,099

$3,292,888

$3,240,938

For the Three Months Ended

March 31,

Dec. 31,

Sept. 30,

June 30,

March 31,

End of Period Customer Deposit Balances

2026

2025

Noninterest-bearing demand

$1,334,021

$994,122

$994,604

$995,866

$979,142

Interest-bearing demand

1,698,780

1,377,520

1,443,422

1,388,596

1,468,424

Money market

1,395,660

795,631

761,788

748,770

718,083

Savings

576,089

408,743

410,165

416,795

416,162

Certificate of deposit

916,835

766,762

790,536

771,403

739,512

Total customer deposits

$5,921,385

$4,342,778

$4,400,515

$4,321,430

$4,321,323

Memo: Public funds included in above numbers

$1,056,571

$773,896

$867,253

$801,561

$873,200

For the Three Months Ended

March 31,

Dec. 31,

Sept. 30,

June 30,

March 31,

Noninterest Income

2026

2025

Service charges on deposit accounts

$1,966

$1,831

$1,874

$1,749

$1,758

Bank owned life insurance income, including death benefits

1,492

891

852

832

810

Trust fees

3,030

3,079

2,745

2,596

2,641

Insurance agency commissions

1,683

1,567

1,395

1,828

1,741

Security gains (losses), including fair value changes for equity securities

(18)

(7)

(927)

(1,313)

Retirement plan consulting fees

886

1,009

1,060

783

798

Investment commissions

871

706

658

721

529

Net gains on sale of loans

380

436

559

329

326

Other mortgage banking fee income (loss), net

477

106

192

147

Debit card and EFT fees

2,023

1,956

2,068

2,017

1,866

Other noninterest income

898

523

954

1,204

1,178

Total Noninterest Income

$13,688

$12,097

$11,430

$12,122

$10,481

For the Three Months Ended

March 31,

Dec. 31,

Sept. 30,

June 30,

March 31,

Noninterest Expense

2026

2025

Salaries and employee benefits

$18,511

$15,397

$15,992

$14,722

$16,166

Occupancy and equipment

5,126

4,456

4,370

4,119

4,138

FDIC insurance and state and local taxes

1,603

925

1,212

1,262

Professional fees

1,112

1,179

990

1,026

1,196

System conversion / Merger related costs

3,981

925

3,123

Advertising

544

449

466

454

456

Intangible amortization

865

711

718

735

Core processing charges

1,750

1,391

1,412

1,401

1,397

Other noninterest expenses

3,826

3,646

3,396

3,456

3,176

Total Noninterest Expense

$37,318

$29,079

$31,679

$27,175

$28,526

Average Balance Sheets and Related Yields and Rates

(Dollar Amounts in Thousands)

Three Months Ended

March 31, 2026

March 31, 2025

AVERAGE

YIELD/

AVERAGE

YIELD/

BALANCE

INTEREST (1)

RATE (1)

BALANCE

INTEREST (1)

RATE (1)

EARNING ASSETS

Loans (2)

$3,811,021

$55,214

5.80%

$3,261,908

$46,810

5.74%

Taxable securities

1,177,183

7,773

2.64

1,135,580

7,096

2.50

Tax-exempt securities (2)

403,587

3,415

3.38

377,078

2,990

3.17

Other investments

51,720

761

5.89

44,170

541

4.90

Federal funds sold and other

102,808

681

2.65

73,575

510

2.77

Total earning assets

5,546,319

67,844

4.89

4,892,311

57,947

4.74

Nonearning assets

315,777

226,456

Total assets

$5,862,096

$5,118,767

INTEREST-BEARING LIABILITIES

Time deposits

$811,760

$6,629

3.27%

$733,406

$6,632

3.62%

Brokered time deposits

0.00

143,393

1,538

4.29

Savings deposits

1,490,444

6,507

1.75

1,115,259

4,012

1.44

Demand deposits - interest bearing

1,447,299

7,304

2.02

1,377,522

7,535

2.19

Total interest-bearing deposits

3,749,503

20,440

2.18

3,369,580

19,717

2.34

Short term borrowings

333,056

3,135

3.77

218,444

2,417

4.43

Long term borrowings

89,218

974

4.37

86,209

976

4.53

Total borrowed funds

422,274

4,109

3.89

304,653

3,393

4.45

Total interest-bearing liabilities

4,171,777

24,549

2.35

3,674,233

23,110

2.52

NONINTEREST-BEARING LIABILITIES AND STOCKHOLDERS' EQUITY

Demand deposits - noninterest bearing

1,102,395

977,619

Other liabilities

24,876

52,894

Stockholders' equity

563,048

414,021

TOTAL LIABILITIES AND

STOCKHOLDERS' EQUITY

$5,862,096

$5,118,767

Net interest income and interest rate spread

$43,295

2.54%

$34,837

2.22%

Net interest margin

3.12%

2.85%

(1) Interest and yields are calculated on a tax-equivalent basis where applicable.

(2) For 2025, adjustments of $110,000 and $523,000, respectively, were made to tax equate income on tax exempt loans and tax exempt securities. For 2024, adjustments of $71,000 and $536,000, respectively, were made to tax equate income on tax exempt loans and tax exempt securities. These adjustments were based on a marginal federal income tax rate of 21%, less disallowances.

Reconciliation of Total Assets to Tangible Assets

For the Three Months Ended

March 31,

Dec. 31,

Sept. 30,

June 30,

March 31,

2026

2025

Total Assets

$7,175,476

$5,245,870

$5,235,575

$5,178,428

$5,157,040

Less Goodwill and other intangibles

308,463

185,301

186,013

186,731

187,466

Tangible Assets

$6,867,013

$5,060,569

$5,049,562

$4,991,697

$4,969,574

Average Assets

5,862,096

5,225,497

5,178,998

5,132,661

5,118,767

Less average Goodwill and other intangibles

204,198

186,844

186,479

187,209

187,947

Average Tangible Assets

$5,657,898

$5,038,653

$4,992,519

$4,945,452

$4,930,820

Reconciliation of Common Stockholders' Equity to Tangible Common Equity

For the Three Months Ended

March 31,

Dec. 31,

Sept. 30,

June 30,

March 31,

2026

2025

Stockholders' Equity

$766,890

$485,725

$465,949

$437,748

$429,134

Less Goodwill and other intangibles

308,463

185,301

186,013

186,731

187,466

Tangible Common Equity

$458,427

$300,424

$279,936

$251,017

$241,668

Average Stockholders' Equity

563,048

481,061

442,556

425,249

414,021

Less average Goodwill and other intangibles

204,198

186,844

186,479

187,209

187,947

Average Tangible Common Equity

$358,850

$294,217

$256,077

$238,040

$226,074

Reconciliation of Net Income, Less Merger and Certain Items

For the Three Months Ended

March 31,

Dec. 31,

Sept. 30,

June 30,

March 31,

2026

2025

Net income

$16,264

$14,638

$12,461

$13,910

$13,578

System conversion / Acquisition related costs - after tax

3,730

398

2,467

Net loss (gain) on asset/security sales - after tax

113

760

(137)

1,056

Net income - Adjusted

$20,016

$15,149

$15,688

$13,773

$14,634

Diluted EPS excluding merger and certain items

$0.45

$0.40

$0.42

$0.37

$0.39

Return on Average Assets excluding system conversion, merger and certain items (Annualized)

1.37%

1.16%

1.21%

1.07%

1.14%

Return on Average Equity excluding system conversion, merger and certain items (Annualized)

14.22%

12.60%

14.18%

12.96%

14.14%

Return on Average Tangible Equity excluding system conversion, merger costs and certain items (Annualized)

22.31%

20.60%

24.51%

23.14%

25.89%

Efficiency ratio excluding certain items

For the Three Months Ended

March 31,

Dec. 31,

Sept. 30,

June 30,

March 31,

2026

2025

Net interest income, tax equated

$43,295

$37,653

$36,940

$35,554

$34,837

Noninterest income

13,688

12,097

11,430

12,122

10,481

Net loss (gain) on asset/security sales

143

962

(173)

1,337

Net interest income and noninterest income adjusted

57,011

49,893

49,332

47,503

46,655

Noninterest expense less intangible amortization

36,453

28,368

30,961

26,440

27,791

System conversion / Acquisition related costs

3,981

925

3,123

Noninterest expense adjusted

32,472

27,443

27,838

26,440

27,791

Efficiency ratio excluding certain items

56.96%

55.00%

56.43%

55.66%

59.57%

Net interest margin excluding acquisition marks and PPP interest and fees

For the Three Months Ended

March 31,

Dec. 31,

Sept. 30,

June 30,

March 31,

2026

2025

Net interest income, tax equated

$ 43,295

$ 37,653

$ 36,940

$ 35,554

$ 34,837

Acquisition marks

1,817

1,894

1,677

1,731

2,151

PPP interest and fees

Adjusted and annualized net interest income

165,912

143,036

141,052

135,292

130,744

Average earning assets

5,546,319

4,937,016

4,922,275

4,886,771

4,892,311

Less PPP average balances

105

Adjusted average earning assets

5,546,250

4,936,929

4,922,186

4,886,676

4,892,206

Net interest margin excluding marks and PPP interest and fees

2.99%

2.90%

2.87%

2.77%

2.67%

EX-99.2 — INVESTOR PRESENTATION, DATED APRIL 22, 2026

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Document And Entity Information

Apr. 22, 2026

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8-K

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Entity, Tax Identification Number

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P.O. Box 555

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