CBNA 10-K & 10-Q changes, risk factors and insider trading

•There can be no assurance that we will be able to maintain or increase our current levels of transaction accounts, non-interest-bearingnoninterest-bearing demand deposits, and level of profitability or growth.

Our operating income and net income depend to a great extent on net interest margin (i.e., the difference between the interest yields earned on cash, loans, securities and other interest-bearing assets and the interest rates paid on interest-bearing deposits, borrowings and other liabilities). Net interest margin is affected by changes in market interest rates because different types of assets and liabilities may react differently, and at different times, to market interest rate changes. For example, when interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a period, an increase in market rates of interest could reduce net interest income. Similarly, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could reduce net interest income. Additionally, because a significant majority of our funding consists of non-interest-bearingnoninterest-bearing deposits and a substantial amount of our assets are invested in cash and cash equivalents, a decrease in short-term interest rates would be expected to immediately reduce our interest income without a corresponding reduction in our interest expense, which would reduce our net interest income. While we have recently benefited from elevated short-term rates, the Federal Reserve began reducing its target federal funds rate in September 2024, and ongoing or further declinesDeclines in the Interest on Reserve Balances (IORB) rate would be expected to adversely affect our net interest income unless offset by other factors. These conditions would be expected to adversely affect our business, results of operations and financial condition.

We attempt to manage risk from changes in market interest rates by adjusting the rates, maturities, repricing schedules, and balances of various types of interest-earning assets and interest-bearing liabilities. However, interest rate risk management techniques are imprecise and may not effectively mitigate these risks.risks or align with depositor preferences. Moreover, we currently do not employ interest rate derivatives to hedge this risk, relying exclusively on portfolio adjustments, which may prove insufficient against rapid or significant rate fluctuations. As a result, a rapid increase or decrease in interest rates could potentially have an adverse effect on our net interest margin and results of operations. Market interest rates for types of products and services in our market may also fluctuate significantly over time due to competition and local or regional economic conditions. Our interest rate risk management process relies on numerous assumptions, including projections of interest rate trendstrends, assumptions regarding deposit balances, mix and pricing sensitivity, and asset-liability repricing behaviors, which may be inaccurate due to unforeseen market shifts or external factors beyond our control. Furthermore, should we employ derivatives in the future, their implementation costs or ineffective hedging could potentially further complicate risk management. Consequently, there can be no assurance that we will successfully manage our interest rate risk exposure, and actual outcomes may differ materially from our expectations due to factors within or beyond our control.

We allocate a substantial portion of our assets in investment securities. As of December 31, 2024,2025, approximately 47%49% of our total assets were held in an investment securities portfolio consisting primarily of U.S. Treasury securities, municipal bonds, and investment-grade corporate bonds—asset classes that are inherently sensitive to changes in interest rates. When interest rates rise, the fair value of fixed-income securities typically declines due to the inverse relationship between interest rates and bond prices. As a result, interest rate increases have recentlypreviously led to, and could in the future lead to, greater unrealized losses in our investment portfolio. We recognize changes in the estimated fair value of theseAFS securities through other comprehensive incomeincome, unlesswhereas theHTM securities are sold,reported at whichamortized pointcost and changes in estimated fair value are not reported on the balance sheet. When a security is sold, any realized gain or loss is recorded in net income. As of December 31, 2024,2025, our net unrealized losses on available-for-sale securities, after tax, totaled $5.5$1.7 million, while net unrealized losses on held-to-maturity securities, after tax, amounted to $17.1$9.0 million—a combined total representing 14.87%6.2% of our Tier 1 capital. If we were required to liquidate a substantial portion of our investment securities portfolio, we could be forced to sell securities at a loss, which could materially reduce our earnings, adversely affect our regulatory capital ratios, and negatively impact our business and financial condition.

A significant majority of our funding consists of non-interest-bearingnoninterest-bearing deposits. As of December 31, 2024,2025, over 70%75% of our liabilities consisted of non-interest-bearingnoninterest-bearing deposits. During periods of high or increasing interest rates, our clients have in the past shifted, and may in the future shift, their funds to accounts or financial institutions that offer higher interest rates. Further, we estimate that there are periods when a majority of our deposit balances are sourced from political organizations, which cause our deposit balances to fluctuate due to the seasonality of fundraising and spending around elections, and following elections our political organization clients have in the past shifted, and may in the future shift, their funds from non-interest-bearingnoninterest-bearing accounts to interest bearing accounts. See “Our deposits are concentrated in political organizations, which can vary significantly in volume due to seasonality or changes in political activity or campaign finance laws.” Such movements increase our cost of funds and adversely affect our business, financial condition or results of operations and could cause our current business strategy to become unprofitable. Further, to the extent clients withdraw their deposits and move their funds to competitors or alternative investments, we would lose a lower-cost source of funding, which would be expected to adversely affect our business, financial condition or results of operations. See “— Liquidity Risk — Loss of deposits could increase our funding costs or require us to sell assets or borrow.”

Our primary source of liquidity is our account at the Federal Reserve, which held $406.7$580.9 million at December 3131, 2024,2025, which supports our daily and ongoing activities. We also maintain secured lines of credit with the Federal Home Loan Bank (the “FHLB”) and the Federal Reserve’s discount window, which require us to pledge collateral to establish credit availability. Because we have no collateral pledged to support borrowings under our secured line of credit with the FHLB or the Federal Reserve’s discount window, we would need to identify and pledge collateral before we could use the FHLB or the Federal Reserve’s discount window as a source of additional liquidity, and our access to additional liquidity may be delayed or unavailable when needed. In February 2026, we entered into a $15.0 million unsecured revolving credit facility at the holding company level that may provide an additional source of contingent liquidity, subject to its terms and conditions. Another source of liquidity is the principal and interest payments we receive on our loans and investment securities. Cash on hand, cash at third-party banks and available-for-sale debt securities are our most liquid assets. Our investment portfolio is composed of investment-grade securities. Our access to funding sources in amounts adequate to finance or capitalize our activities or on terms that are acceptable to us could be impaired by factors that affect us directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry. Economic conditions and a loss of confidence in financial institutions may increase our cost of funding and limit access to certain customary sources of capital, including inter-bank borrowings and borrowings from the discount window of the Federal Reserve.

Our deposits may be subject to dramatic fluctuations in availability or price due to certain factors outside our control, such as a loss of confidence by clients in us or the banking sector generally, client perceptions of our financial health and general reputation, increasing competitive pressures from other financial services firms for consumer or commercial client deposits, changes in interest rates and returns on other investment classes, which could result in significant outflows of deposits within short periods of time or significant changes in pricing necessary to maintain current client deposits or attract additional deposits. Notably, we estimate that there are periods when our deposits received from political organizations constitute at least a majority of our total deposits, and these deposits are generally more seasonal than typical commercial or consumer deposits, aligning with the cycle of federal election campaigns. See “Our deposits are concentrated in political organizations, which can vary significantly in volume due to seasonality or changes in political activity or campaign finance laws.” Further, as of December 31, 2024,2025, we estimate that approximately 68.6%75.0% of our total deposits were not insured by the FDIC, and these uninsured deposits may be more likely to be withdrawn if we experience, or are perceived to experience, financial distress or during periods of real or perceived stress or instability in financial markets more generally. See “Our deposits are concentrated in uninsured deposits.” In addition, if our competitors raise the rates they pay on deposits, our funding costs may increase, either because we raise our rates to avoid losing deposits or because we lose deposits and must rely on more expensive sources of funding. Also, clients typically move money from bank deposits to alternative investments during high or rising interest rate environments. Checking and savings account balances and other forms of client deposits may decrease when clients perceive alternative investments as providing a better risk/return trade-off. Our clients could take their money out of the Bank and put it in alternative investments, causing us to lose a lower-cost source of funding. Indeed, interest rate shifts in either direction could influence clients’ behavior, priorities, and decision-making towards withdrawing their deposits with us. Clients may also move non-interest-bearingnoninterest-bearing deposits to interest-bearing accounts, increasing the cost of those deposits. Obtaining adequate funding to meet our deposit obligations may be more challenging during periods of elevated prevailing interest rates, such as the present, and our ability to attract depositors during a time of actual or perceived distress or instability in the marketplace may be limited. Higher funding costs could reduce our net interest margin and net interest income and could have a material adverse effect on our business, financial condition and results of operations.

As of December 31, 2024,2025, we estimate that tenfive of our 1411 clients with individual deposit balances exceeding 1.0% of our total deposits were political organization clients, representing 32.22%15.4% of our total deposits. These deposits exhibit more seasonality than typical commercial or consumer deposits. Federal election cycles influence our deposit levelslevels, liquidity, and revenues. In the quarters leading up to federal elections, especially presidential elections, our deposits, net interest income, and non-interestnoninterest income generally increase. Conversely, in the quarters immediately before, during, and after a federal election, we usually experience an outflow of political organization deposits, causing revenue to decline until clients resume fundraising for the next election cycle. Election outcomes may also impact the timing and scale of deposit inflows or outflows from political organizations. The precise amount and timing of these outflows remain uncertain and may differ from historical patterns. Post-election fundraising activities are generally influenced by the outcome of the federal elections. Even within our classification of political organizations, some types may exhibit more seasonality. For instance, certain party committee accounts may maintain funds throughout election cycles, while some campaign committees may have accounts that are only established for a single campaign. During periods of high interest rates this seasonality may be exacerbated. We may underestimate the proportion of our deposits subject to seasonality, potentially leading to higher than expected deposit outflows. If our deposit levels decline due to seasonality and we replace them with higher-cost deposits or borrowings, sell investment securities at a discount before maturity, or reduce our interest-bearing assets, our net interest margin, earnings, and earnings per share could be adversely affected.

Our ability to raise additional capital will depend on market conditions, economic factors, and other external factors, many of which are outside our control. Consequently, there can be no assurance that we will be able to raise additional capital, whether through equity issuance or by debt financing, on acceptable terms. See “— We may need to raise additional capital in the future, and such capital may not be available when needed or at all.” If we are required to curtail our growth, or if we cannot raise additional capital when needed or on acceptable terms, our results of operations and long-term strategic objectives could be adversely impacted. See “— Legal, Regulatory and Compliance Risks — Government regulation significantly affects our business and may result in higher costs and lower stockholder returns.” As of December 31, 2024,2025, the Bank’s Tier 1 leverage ratio was 9.57%9.61% and our One-Way Sell® deposits totaled $63.3$359.9 million. If these deposits were included on our balance sheet as of December 31, 2024,2025, we estimate that the Bank’s Tier 1 leverage ratio would have been 8.64%,approximately 8.95%, which exceeds the 5.00% Tier 1 leverage ratio required to be considered “well capitalized” under applicable federal banking regulations.

A significant portion of our total deposits are attributable to a fraction of our deposit accounts, particularly during periods of high deposits due to seasonality. As of December 31, 2024,2025, there were two clients with individual deposit balances exceeding 5.0% of our total deposits, accounting for 16.2% of our total deposits, and there were 1411 clients with individual deposit balances exceeding 1.0% of our total deposits, accounting for 38.3%31.0% of our total deposits. We estimate that five of these 11 clients were political organization clients, representing 15.4% of our total deposits, and five of 11 clients were social welfare organizations organized under Section 501(c)(4) of the Internal Revenue Code, representing 14.5% of our total deposits.

Further, a concentrated number of firms provide treasury, legal or regulatory compliance services for political organizations. As part of their advisory services, these firms often open deposit accounts with the Bank on behalf of their client or recommend that their clients open up their deposit account with the Bank. These firms are a significant source of our deposits, including through deposit referrals. As of December 31, 2024,2025, of our 1411 clients with individual deposit balances exceeding 1.0% of our total deposits, eightfive clients representing 25.94%15.4% of our total deposits opened their deposit accounts through firms that provide these services for political organizations. The concentration of deposits associated with these firms may be higher than the figures provided suggest, as our method of tracking these relationships may not capture all relevant connections. If our relationships with these firms deteriorate or if our reputation among these firms suffers and they no longer recommend us, we could experience a reduction in new clients from these firms, potentially leading to an outflow of deposits from existing clients and a failure to acquire new clients through these firms in the future. Additionally, we are not very well known outside of the commercial sectors we primarily serve, especially political organizations, and have little consumer brand recognition in the Washington, D.C. metropolitan area market and no consumer brand recognition in other markets. As a result, our deposit base and earnings may continue to be heavily dependent on our commercial deposit clients for the foreseeable future. The loss of even one of these key relationships could have a material adverse effect on our deposit base and financial condition.

As of December 31, 2024,2025, we estimate that approximately $857.8$1.2 million,billion, or approximately 68.6%75.0% of our total deposits, were not insured by the FDIC. These uninsured deposits may be more likely to be withdrawn if we experience, or are perceived to experience, financial distress or during periods of real or perceived stress or instability in financial markets more generally. For example, bank failures have caused ongoing concerns about the liquidity of the financial services industry, which could increase deposit outflows due to concerns that deposits held at the Bank exceed the FDIC’s $250,000 per client insurance limit. These concerns may be exacerbated by negative media attention and the rapid spread of rumors, concerns and information, including misinformation on social media, that could cause panic among investors, depositors, clients and the general public. If many clients withdraw their deposits, it could have a material adverse effect on our business, financial condition and results of operations, including by forcing us to seek alternative funding sources, requiring us to sell securities at a loss and limiting our ability to make new investments or loans. See “Loss of deposits could increase our funding costs or require us to sell assets or borrow.”

We do not maintain policies or internal limits regarding our concentration in uninsured deposits. Our estimated uninsured deposits increased to approximately $1.2 billion, or 75.0% of our total deposits, as of December 31, 2025 from approximately $857.8 million, or approximately 68.6% of our total deposits, as of December 31, 2024 from approximately $648.0 million, or approximately 58.3% of our total deposits, as of December 31, 2023.2024. Although we have implemented policies and employ strategies to manage our liquidity, as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Management — Liquidity Management,” there can be no assurances that we will be able to successfully manage our liquidity risk, including the risk that our concentration in uninsured deposits may expose us to an increased risk of deposit outflows.

We participate in the ICS® network to provide our clients with additional FDIC insurance coverage for their uninsured balances. For our clients that opt into the ICS® network, this service allows us to place their deposits in increments up to the FDIC insurance limits at other banks within the ICS® network. However,Participation in any deposit placement network involves operational, counterparty and liquidity risks, and there can be no assurance that the availability of thesuch ICS® networknetworks will limit outflows of our uninsured deposits or that thesuch networknetworks will continueremain toavailable exist, our participation inon the ICS®same networkterms itselfor exposesat usall. to risk. Further, clientsClients may still withdraw funds despite additional coverage, particularly in times of heightened market uncertainty. See “— We place a significant portion of our clients’ deposits with other banks through the ICS® network, which exposes us to risks that may adversely affect our business, financial condition or results of operations.”

We have previously borrowed from an unsecured revolving line of credit with a third-party commercial bank and used the proceeds to purchase stock in the Bank to increase its regulatory capital. In October 2024, we used a portion of the net proceeds of our initial public offering to repay that $10.0 million line of credit in full, after which the line of credit was closed. WeIn mayFebruary not2026, bewe ableentered to secureinto a new line$15.0 ofmillion unsecured revolving credit onfacility similar terms inat the future,holding orcompany at all.level.

The Washington, D.C. metropolitan area’s economy is heavily dependent on federal government spending, as a significant number of businesses in the area are federal government contractors or subcontractors, or depend on such businesses for a significant portion of their revenues. The current U.S. presidential administration, which took office on January 20, 2025, and the Administration’s newly established Department of Government Efficiency (“DOGE”), have proposed and begun implementing substantial reductions in U.S. federal government spending.has Theseimplemented measuresreductions targetin federal employment,spending, workforce levels, government contracts, government real estate leases, and office space usage.utilization. Additional federal budget reductions, reallocations of spending, or workforce adjustments may occur in future periods. Such measures, ifas implemented,implemented or as may be implemented in the future, could materially weaken the Washington, D.C. metropolitan area economy and, in turn, pose direct risks to our loan portfolio’s credit quality and our overall financial condition. As of December 31, 2024, we estimate a portion of our commercial loan balances, totaling approximately $2.45 million, were extended to businesses with direct or indirect relationships with federal government contracts. Additionally, approximately $17.3 million of our consumer residential mortgage loan and home equity lines of credit balances were made to borrowers, who at the time of application, were employed by the federal government while an estimated $26.1 million of such loans were associated with borrowers, who at the time of application were working for a federal contractor. Employment status for these borrowers may have changed since the time of application. If regional economic conditions deteriorate as a result of these federal spending reductions, workforce adjustments, contract terminations, or changes in government office utilization, we may experience: reduced opportunities to maintain or grow business relationships; heightened risks to loan collectability (particularly within our CRE portfolio); declines in collateral values for residential and commercial real estate; decreased loan demand; and possible consumer or business deposit outflows. Any of these developments could have a material adverse effect on our business, results of operations, and financial condition.

Although we do not presently hold a significant amount of loans to federal government contractors or their subcontractors, broader economic repercussions from the currentfederal presidentialbudgetary administrationpolicy andchanges, DOGE-drivenincluding spendingreductions cutsin —spending, orreallocations a reallocation of government spending to differentacross industries or differentgeographic regionsregions, —or further workforce adjustments, may indirectly impair the financial condition of our borrowers. Permanent or temporary staffing reductions, salary cuts, or furloughs of government employees and contractors could adversely affect other businesses in our market, including property owners leasing to government agencies, vendors, and various commercial and retail enterprises. Such conditions could reduce CRE property values and rental income, which may increase the risk of delinquencies or defaults in our CRE portfolio (including owner-occupied and non-owner occupied properties) and lead to higher provisions for credit losses. As a result, we could face elevated loan delinquencies, defaults, and charge-offs, which would reduce earnings, impair capital and potentially decrease liquidity.

The scope, timing and implementation details of theany currentfuture administrationfederal budgetary actions and DOGE-initiatedworkforce budget cuts, personnel reductions, contract reductions, and office space closuresadjustments remain uncertain as of the date of this Annual Report on Form 10-K, making it difficult to predict or fully mitigateand their impact.ultimate While we currently believe that the directeconomic impact on our depositmarket basearea iscannot relativelybe limited,predicted broaderwith certainty. Broader economic weakness couldresulting stillfrom such actions may adversely affect deposit levels if our clients’ financial conditions worsen. There can be no assurance that our historical performance or our risk management practices will insulate us from the adverse effects of these federal spending cuts.reductions or related policy changes.

There can be no assurance that we will be able to maintain or increase our current levels of transaction accounts, non-interest-bearingnoninterest-bearing demand deposits, and levels of profitability or growth.

As of December 31, 2024,2025, a substantial portion of our deposits were held in transaction accounts, most of which are non-interest-bearingnoninterest-bearing accounts that offer an earnings credit to offset service charges in lieu of interest. Transaction accounts have comprised over 50% of the Bank’s total deposits at each year-end since 2014. As of December 31, 2024,2025, 93.3%95.3% and 73.1%79.8% of the Company’s deposits were in transaction accounts and non-interest-bearingnoninterest-bearing accounts, respectively. There can be no assurance that the high levels of transaction accounts or non-interest-bearingnoninterest-bearing demand deposits will continue to be held by the Bank, or that they will not decline, and there can be no assurance that the Bank will be able to replace any such deposits at a similar cost, or increase its lending business on a profitable basis. There can be no assurance that we will be able to maintain profitability, continue to grow in a profitable manner, or increase our book value per share, which is one of the metrics we use to measure our performance.

We participate in the ICS® network to provide our clients with additional FDIC insurance coverage for their uninsured balances. For our clients that opt into the ICS® network, this service allows us to place their deposits in increments up to the FDIC insurance limits at other banks within the ICS® network. In exchange, we may elect to either receive reciprocal deposits from other banks within the ICS® network or place the deposits at other banks as One-Way Sell® deposits and receive a deposit placement fee. If we elect to receive reciprocal deposits from other banks, the amount of deposits on our balance sheet does not decrease and we earn interest income on these reciprocal balances. Conversely, if we elect to receive a deposit placement fee instead of receiving reciprocal deposits, the deposits are placed at other banks as One-Way Sell® deposits, which reduces the amount of deposits on our balance sheet. This reduction allows us to better manage the size of our balance sheet, and the deposit placement fee increases our non-interestnoninterest income. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Financial Condition — Deposits” for more information on ICS® deposits.

As of December 31, 2024,2025, we placed $193.6$466.6 million of deposits at other banks through the ICS® network, of which $63.3$359.9 million were placed as One-Way Sell® deposits and $130.3$106.7 million were retained as reciprocal deposits. Our deposit placement services income totaled $6.2$838 millionthousand for the year ended December 31, 2024.2025. If we were to convert some or all of these One-Way Sell® deposits into reciprocal deposits, bringing them back onto our balance sheet, we would likely gain interest income by investing these deposits, which could increase our net interest income. However, this conversion would result in the loss of deposit placement services income, reducing our non-interestnoninterest income. Furthermore, we would likely incur interest expense on the reciprocal deposits, which could increase our cost of interest-bearing liabilities and overall cost of funds, and could lower our net interest margin. Additionally, bringing these deposits onto our balance sheet would lead to higher regulatory assessments from both the OCC and the FDIC. The increase in our total assets would raise the base on which these assessments are calculated, and the additional deposits could also impact our risk profile, potentially resulting in higher FDIC risk-based assessments. Additionally, we would be required to pay IntraFi’s fee for the reciprocal feature, which as of December 31, 20242025 was 0.125% annualized on the reciprocal deposits balance. While increased interest expense might reduce our net interest margin, the additional interest income could still lead to higher net interest income. Despite this potential benefit, there remains a risk of pressure on our margins and regulatory capital ratios, which could impact our business, financial condition, or results of operations. Additionally, if more than 20% of our total liabilities are classified as reciprocal deposits, the FDIC may categorize the excess over 20% as “brokered deposits.” As a result of the foregoing, our use of the ICS® network exposes us to potential costs and risks that are not incurred with traditional deposit accounts, and if we fail to adequately manage these costs and risks, our business, financial condition, or results of operations could be adversely affected.

Our Trust & Wealth Department generated revenues of approximately $1.3 million for the year ended December 31, 2025 and $907 thousand for the year ended December 31, 2024 and $565 thousand for the year ended December 31, 2023,2024, but has not achieved standalone profitability. There can be no assurance that the Trust & Wealth Department will contribute meaningfully to our revenues or become profitable on a standalone basis. The unpredictability of assets under management and associated revenue further complicates our financial planning. Additionally, the highly competitive and commoditized nature of the wealth management industry poses ongoing challenges to our trust and asset management business.

The Bank competes for loans, deposits, fiduciary services and capital with other banks and other kinds of financial institutions and enterprises, such as securities firms, insurance companies, savings and loan associations, credit unions, mortgage brokers, and private lenders, and fintech companies, many of which have substantially greater resources or are subject to less stringent regulations. The differences in resources and regulations may make it more difficult for the Bank to compete profitably, including because the Bank may be required to reduce the rates that it charges on loans and investments or increase the rates it offers on deposits in order to compete, which would adversely affect the Bank’s business, financial condition and results of operations. In addition, the emergence, adoption and evolution of new technologies that do not require intermediation, including stablecoins, digital assets, blockchains, and other technologies based on distributed ledgers, could significantly affect the competition for financial services. Further, the Bank’s profitability, in large part, results from its ability to maintain high levels of non-interest-bearingnoninterest-bearing demand deposits, which are provided by campaigns and elections industry clients. There can be no assurance that the Bank will be able to effectively compete to maintain or grow its current share of deposits from these businesses and organizations.

In October 2024, we completed our initial public offering of our Class A common stock and became a public company. As a public company, we are subject to the reporting requirements of the Exchange Act and are required to implement specific corporate governance practices and adhere to a variety of reporting requirements under the Sarbanes-Oxley Act and the related rules and regulations of the SEC, as well as the rules of NYSE. The Exchange Act requires us to file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Compliance with these requirements places additional demands on our legal, accounting, finance, operations and investor relations staff and on our accounting, financial and information systems, and increases our legal and accounting compliance costs as well as our compensation expense as we have hired and expect to continue to hire additional legal, accounting, tax, finance and investor relations staff. We expect to incur additional incremental ongoing expenses in connection with being a public company.

See “Operational risks associated with funds transfer activities could adversely affect our business and financial condition.” We are also exposed to operational risks through outsourcing arrangements, as such outsourcing vendors, which are exposed to operational risks themselves, as well as the effects that changes in circumstances or capabilities of our outsourcing vendors can have on our ability to continue to perform operational functions necessary to our business. Prolonged or significant failures or disruptions in our information technology systems, including due to hardware malfunctions, software or coding errors, or natural disasters, could disrupt our business operations and impact customer service which could lead to a loss of business, reduced customer satisfaction, damage to our reputation and regulatory scrutiny. For example, in July 2024 there was a widely publicized information technology outage as a result of a faulty update to a cybersecurity software product that affected many businesses worldwide.

We process a high volume of funds transfers, which expose us to significant operational, regulatory, and financial risks. Clients, third parties, or external actors may also engage in conduct that creates funds transfer risk, including through credential compromise, social-engineering schemes, or other unpermitted access attempts that could result in improperly initiated or executed transfers. Our most substantial exposure arises from our use of the Fedwire® Funds Service. We frequently process high-value Fedwire® transfers, including transactions representing a significant percentage of our total capital, and have, at times, sent or received transfers exceeding our total capitalization. We expect to continue processing similarly large transfers, which may significantly increase our financial exposure.

As a financial institution, we are susceptible to evolving cybersecurity threats, including attacks by cybercriminals, nation-state actors, insiders, and risks associated with rapid advancements in technology suchincluding asdevelopments in AI, machine learning, quantum computing, sophisticated artificial intelligence (AI), and other emerging technologies, which may compromise existing security measures. Fraudulent activity, information security breaches, and cyberattacks may target us, our service providers, or our clients, potentially resulting in financial losses, operational disruptions, unauthorized disclosure of sensitive or confidential information, misappropriation of assets, regulatory scrutiny, litigation, or significant reputational harm.

Fraudulent activity may manifest in numerous forms, including check fraud, electronic fraud, wire fraud, phishing, smishing, business email compromise, social engineering, identity theft, and other dishonest activities. Information security breaches and cybersecurity incidents may involve unauthorized access or compromise of systems used by us, our service providers, or our clients; denial-of-service or distributed denial-of-service attacks; ransomware; malware; insider-threats; exploitation of third-party vulnerabilities (such as cloud services, web browsers, or operating systems); attacks leveraging vulnerabilities in vendor supply chains or third-party software dependencies; AI-enhanced or deepfake-enabled impersonation techniques; quantum-enabled attacks on encrypted communications or stored data; physical damage to critical infrastructure; or human errors resulting in data leaks or system compromises. Several major corporations, including financial institutions, have experienced significant data breaches that exposed proprietary corporate information as well as sensitive financial and personal data of their clients and employees, heightening their vulnerability to fraud.

Our clients are also subject to growing risks related to identity theft, credit and debit card fraud, account takeover attempts, and unauthorized account access, including as threat actors increasingly deploy AI-automated or technologically sophisticated social-engineering schemes, particularly as technological advancements, such as quantum computing, threaten conventional encryption standards and protocols before quantum-resistant cryptographic solutions become widely adopted. We and our service providers have in the past been, and may in the future be, the target of electronic fraudulent activity, security breaches, and cyberattacks. Our extensive reliance on mobile and cloud technologies, as well as remote work arrangements, significantly expands our attack surface, increasing the risk of unauthorized access, data breaches, and cybersecurity incidents. Additionally, because we operate without a traditional branch network and instead rely heavily on digital channels, security breaches may disproportionately affect us compared to banks with multiple physical locations.

Rapid technological advancements — including quantum computing, artificial intelligence,AI, machine learning, and other advanced technologies — significantly increase cybersecurity threats by potentially enabling threat actors to more effectively decrypt sensitive information, circumvent authentication mechanisms, exploit vulnerabilities within our security infrastructure, or otherwise compromise our systems.systems and these risks may be heightened until quantum-resistant standards are broadly implemented across the industry. Failure to promptly adapt to and effectively implement security measures in response to rapidly evolving technological threats could significantly heighten our risks of data breaches, financial fraud, operational disruptions, regulatory scrutiny, reputational harm, and financial losses.

Although we have implemented cybersecurity defenses, including multi-factor authentication, monitoring, penetration testing, employee cybersecurity awareness training, incident response protocols, vendor risk management practices, and ongoing assessments of industry best practices, we cannot assure complete protection against sophisticated cybersecurity threats. Our inability to anticipate, prevent, detect, or promptly respond to cybersecurity incidents could result in substantial financial losses, regulatory actions, litigation, reputational harm, and operational disruptions. Additionally, our cybersecurity insurance coverage may contain limitations, exclusions, or coverage gaps that could leave us liable for significant uncovered losses resulting from cybersecurity incidents.

Moreover, widespread publicity surrounding cybersecurity breaches in the financial sector and increased frequency of high-profile attacks on financial institutions and technology providers could erode consumer confidence in digital banking services and online financial transactions, potentially deterring adoption of our services and adversely impacting our business operations.

Information pertaining to us and our clients is maintained, and transactions are executed, on networks and systems maintained by us, our clients and certain of our third-party vendors, such as our online banking or reporting systems. The secure maintenance and transmission of confidential information, as well as execution of transactions over these systems, are essential to protect us and our clients against fraud and security breaches and to maintain our clients’ confidence. Our use of cloud computing services and associated reliance on third-party cloud providers could limit our ability to control or effectively audit our data and systems, potentially leading to operational vulnerabilities, including exposing usexposure to the risk of service outages.outages, degraded system performance, or disruptions beyond our control. There have been a number of widely publicized cases of outages in connection with access to cloud computing providers.providers, such as an incident in October 2025 that affected many businesses worldwide, including us. Some of these parties have in the past been, and may in the future be, the target of security breaches and cyberattacks, and because the transactions involve third parties and environments such as the point of sale that we do not control or secure, future security breaches or cyberattacks affecting any of these third parties could impact us through no fault of our own, and in some cases we may have exposure and suffer losses for material breaches or attacks relating to them. Supply chain or software vendor vulnerabilities, including vulnerabilities involving commonly used third-party applications or cloud-service components, may also be exploited by threat actors in ways that affect our systems or data, even if our own controls have not been compromised. Although we are not aware of any material losses relating to cybersecurity incidents, there can be no assurance that unauthorized access or cybersecurity incidents will not become known or occur or that we will not suffer such losses in the future.

Additionally, we may not be able to ensure that our third-party vendors have appropriate controls in place to protect the confidentiality of the information they receive from us and our business, financial condition and results of operations could be adversely affected by a material breach of, or disruption to, the security of any of our or our vendors’ systems. As third-party service arrangements become more technologically complex and interconnected, weaknesses, failures, or cyber incidents involving a vendor’s systems, personnel, or subcontractors may pose risks to us notwithstanding our own security measures.

Our business model of a single banking office serving a nationwide client base is dependent on relationships with third-party service providers that provide services, primarily information technology services, that are critical to our operations. We use external vendors to provide products and services necessary to maintain our day-to-day operations, including core banking services such as online banking, loan servicing, debit and credit card services, mortgage origination, trust accounting and wealth management and other key components of our business infrastructure, including data processing and storage, internet connection and network access and various information technology services and services complementary to our banking products. In particular, we rely on a core technology provider for the banking software used by our clients and operations personnel. Accordingly, our operations are exposed to the risk that these vendors, including our core technology provider, willmay notfail to perform in accordance with the contracted arrangements or underapplicable service-level agreements. We are also subject to the risk that these vendors, including our core technology provider, may become unable or unwilling to provide the same products or services on terms that are acceptable to us.

We may not be able to effectively monitor or mitigate operational risks relating to the use of common vendors by third-party service providers, including our core technology provider. If any of our third-party service providers experience difficulties in providing services or terminate their services and we are unable to replace our service providers with other service providers, our operations could be interrupted. It may be difficult for us to replace some of our third-party vendors, particularly vendors providing our core banking, mortgage-servicingmortgage-servicing, debit and debitcredit card servicesservices, and information services, in a timely manner if they are unwilling or unable to provide us with these services in the future for any reason. If an interruption were to continue for a significant period, it could have a material adverse effect on our business, financial condition and results of operations. Even if we are able to replace them, it may be at higher cost to us, which could have a material adverse effect on our business, financial condition and results of operations. In addition, if a third-party provider fails to provide the services we require, fails to meet contractual requirements, such as compliance with applicable laws and regulations, or suffers a cyberattack or other security breach, our business could suffer economic and reputational harm that could have a material adverse effect on our business, financial condition and results of operations.

Furthermore, recentsupervisory regulationguidance requiresand regulatory expectations require us to enhance our due diligence, ongoing monitoring and control over our third-party vendors and other ongoing third-party business relationships. In certain cases, we may be required to renegotiate our agreements with these vendors to meet these enhanced requirements, which could increase our costs. We expect that our regulators would hold us responsible for deficiencies in our oversight and control of our third-party relationships and in the performance of the parties with which we have these relationships, including in connection with the improper use or disclosure of confidential information, which could also harm our reputation, financial position and current and future business relationships. As a result, if our regulators conclude that we have not exercised adequate oversight and control over our third-party vendors or other ongoing third-party business relationships or that such third parties have not performed appropriately, we could be subject to enforcement actions, including civil money penalties or other administrative or judicial penalties or fines, as well as requirements for client remediation, any of which could have a material adverse effect our business, financial condition and results of operations. In June 2023, the U.S. federal banking agencies issued an interagency guidance, which requires banks, such as us, to analyze the risk associated with each third-party relationship and to calibrate its risk management processes. Any future changes in requirements or standards applicable to our third-party relationships could negatively affect us in substantial and unpredictable ways, and increase our costs. All of which could have a material adverse effect on our business, financial condition and results of operations.

We have incorporated, and may in the future further incorporate, AI technology in certain business processes, services, and products, including technologies that process sensitive financial and/or personal data. We currently rely exclusively on AI tools and models provided by third-party vendors, including through enterprise platforms that allow the creation of custom configurations, prompts, or projects (such as custom GPTS or similar tools), and we do not currently develop proprietary foundational AI models developedfor bydeployment externalin providersour operations, although we may configure or use approved tools in accordance with internal policies and do not develop, modify, or train proprietary AI models in-house.controls. These AI technologies assist in drafting documents and communications, conducting research, and enhancing operational efficiency. Additionally, certain third-party vendors, clients, and counterparties may integrate AI technology into their own business processes, services, or products, which may directly or indirectly impact us.

The development and use of AI present a number of legal, regulatory, and operational risks to our business. The legal and regulatory landscape governing AI is highly dynamic, with evolving laws and regulations that include both AI-specific mandates and provisions within existing frameworks such as intellectual property, privacy, consumer protection, employment, and financial services laws. These changes could require modifications to our use of AI implementations,technologies, impose additional compliance burdens, and increase our exposure to regulatory scrutiny, enforcement andactions, or litigation. For example, data privacy and security requirements under laws such as the Gramm-Leach-Bliley Act (“GLBA”) impose stringent obligations to safeguard consumer financial information, and the use of AI in processing such data may raise compliance challenges or expose us to legal liability, regulatory penalties, or other enforcement actions.

AI models, particularly generative AI models, may produce inaccurate, misleading, or unreliable outputs, inadvertently disclose private, confidential, or proprietary information, reflect biases embedded in training data, or generate content that is perceived as discriminatory, defamatory, or in violation of intellectual property rights. If AI-assisted or AI-generated outputsoutputs, including those from custom-configured tools, are relied upon forin businessways decisionsthat are inaccurate, misleading, or clientinconsistent interactions,with applicable policies or legal requirements, we could face significant legal, financial, and reputational risks. Even where AI-assisted outputs are subject to human review, such review may not identify all errors or compliance concerns, particularly where outputs appear facially reasonable but are incomplete, biased, or contextually inaccurate.

BecauseTo the extent we rely exclusively on third-party AI models,providers and enterprise AI platforms, we do notmay have directlimited oversightvisibility or control overinto how theseunderlying AI models are developed, trained, or maintained. The proprietary nature of these AIsuch models meansmay thatrestrict weour lackability visibilityto intofully theassess data sources, methodologies, and risk mitigation strategies employed by third-party AI providers. If an AI model incorporates unauthorized material, improperly sources training data, or fails to implement adequate controls against bias, discrimination, or intellectual property infringement, we may nonetheless be exposed to liabilityliability, regulatory scrutiny, or reputational harm arising for the model’s outputs, despiteeven lackingwhere anywe lack visibility into or control over its development.development or training processes.

Chain Bridge Bancorp, Inc. (the “Company”) is a DelawareDelaware-chartered corporationbank holding company and a publicly traded bank holding company whose Class A common stock is listed on the New York Stock Exchange under the symbol “CBNA”. The Company was incorporated on May 26, 2006, and is subject to supervision and regulation by the Board of Governors of the Federal Reserve System under the Bank Holding Company Act of 1956, as amended. The Company serves as the registered bank holding company for Chain Bridge Bank, National Association (the “Bank”), its wholly-owned subsidiary. The Company does not own or control any other subsidiaries and conducts substantially all of its business through the Bank.

Reclassification and Initial Public Offering

In connection with the IPO, on October 3, 2024, the Company filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, which established two new classes of common stock, Class A common stock, par value $0.01 per share (“Class A Common Stock”) and Class B common stock, par value $0.01 per share (“Class B Common Stock”), and reclassified and converted each outstanding share of the Company’s existing common stock, par value $1.00 per share (“Old Common Stock”), into 170 shares of Class B Common Stock (the “Reclassification”). Share information presented prior to the Reclassification date of October 3, 2024 gives effect to the Reclassification and attributes all earnings to Class B shares because no Class A shares were outstanding prior to the Reclassification.

•ReturnNet oninterest averageincome, equitybefore recapture of credit losses, was 20.05%$51.5 million for the year ended December 31, 2024,2025, compared to 11.90%$44.4 million for 2023.2024. ReturnNet oninterest averageincome, assetsafter recapture of credit losses was 1.62%$52.0 million for the year ended December 31, 2024,2025, compared to 0.86%$44.5 million for 2023.2024.

•Return on average risk-weighted assetsequity was 5.19%12.88% for the year ended December 31, 2024,2025, compared to 2.06%20.05% for 2023.22024. Return on average assets was 1.32% for the year ended December 31, 2025, compared to 1.62% for 2024.

•Total deposits were $1.6 billion as of December 31, 2025, compared to $1.2 billion as of December 31, 2024, compared to $1.1 billion as of December 31, 2023.2024. Excluded from these totals are One-Way Sell® deposits, which were placed at other banks through the IntraFi Cash Service® (“ICS®”) network. These One-Way Sell® deposits amounted to $63.3 million as of December, 2024, compared to $130.1$359.9 million as of December 31, 2023.2025, compared to $63.3 million as of December 31, 2024.

•As of December 31, 2024,2025, the Bank’s total debt securities portfolio balance was $658.8$865.3 million, compared to $566.2$658.8 million as of December 31, 2023.2024.

•As of December 31, 2024,2025, the Company had a total risk-based capital ratio of 47.66% and a tier 1 risk-based capital ratio of 46.52%. The Bank exceeded the minimum requirements to be well-capitalized for bank regulatory purposes, with a total risk-based capital ratio of 39.30%44.63% and a tier 1 risk-based capital ratio of 38.12%.43.49%.

Short-term interest rates: The cyclical nature of our balance sheet and our focus on liquidity cause our primary revenue source, net interest income, to be highly correlated to short-term interest rates. We strive to maintain high levels of liquidity and low loan-to-deposit ratios. Higher rates generally increase our net interest income because of our high levels of liquid interest-earning assets and low levels of interest-bearing deposits and borrowings. Conversely, if short-term interest rates fall, our net interest income would likely decrease due to our high levels of cash. TheIn 2024, the Federal Reserve reducedlowered itsthe target federal funds rate on three timesoccasions, duringfollowed 2024,by duringadditional September,reductions Novemberon September 18th, October 30th, and December,December and11th asin 2025. As short-term rates decline, our net interest income iswill be adversely affected. This relationship between our revenue and the yield curve may differ from that of banks that have lower levels of cash and liquidity and higher loan-to-deposit ratios.

Political organizations and federal election cycles: We provide deposit services to a wide range of political organizations, including political committees registered with the Federal Election Commission (“FEC”), such as campaign committees; party committees; separate segregated funds (including trade association political action committees (“PACs”) and corporate PACs); non-connected committees (including independent expenditure-only committees (“Super PACs”),); committees maintaining separate accounts for direct contributions and independent expenditures (“Hybrid PACs”),; and committees other than authorized campaign committees,committees or those affiliated with such committees that are maintained or controlled by a candidate or federal officeholder (collectively, “Leadership PACs”)); and other tax-exempt organizations 1under AllSection earnings527 forof the yearInternal endedRevenue DecemberCode. 31,These 2023accounts are attributedoften associated with firms that provide treasury, legal or regulatory compliance services to Classpolitical B shares because no Class A shares were outstanding during the period.organizations.

Federal election cycles significantly affect our deposit levels. These cycles also impact revenue-generating activities, such as wire transfers, payments, check processing, debit card usage, and treasury management services. Historically, deposits from political organizations increase in the periods leading up to federal elections followed by a decline around the elections. Election outcomes may also impact the timing and scale of deposit inflows or outflows from political organizations, and this most recent cycle was no exception. The results of the November 2024 election created opportunities for new post-election accounts and fundraising activities by certain of our political organization clients, which have led to some deposit inflows. However, the precise pace and scale of future deposit inflows and outflows remain uncertain and may deviate from historical patterns. External factors, including our political organization clients’ fundraising and disbursement activities, contribute to this uncertainty.

Economic conditions: General economic conditions, particularly in the Washington, D.C. metropolitan area, and levels of government spending influence our deposit levels and earnings. At various points throughout 2024,2024 and 2025, we estimate that at least a majority of our deposit balances were sourced from political organizations, which we believe reduces our direct exposure to broader economic trends. However, economic downturns may lead to declines in political donations, which could adversely affect our deposit levels and income. Additionally, national or regional recessions could increase the risk of loan defaults and negatively impact the credit quality of our municipal and corporate bonds, potentially leading to defaults.

Monetary Policy: We rely on the Federal Reserve’s payment of interest on reserve balances as a source of interest income. The required reserve balance and the rate of interest paid on reserve balances isare determined by the Federal Reserve.Reserve, but Congress, through legislative action and followed by the Executive branch approval, has power to limit or revoke the Federal Reserve’s authority to pay interest on required or excess reserves. The Federal Reserve has historically adjusted its interest on reserves rate in conjunction with the federal funds rate. We are most exposed to monetary policy during federal election years such as in 2024 when campaign-related deposits rise and we match those liabilities with short-term assets such as Federal Reserve cash balances, which reprice immediately, and Treasury bills. Although higher interest rates decrease the value of our investment securities portfolio, they increase our interest income. While we have recently benefited from highelevated short-term interest rates, the Federal Reserve reducedlowered its target federal funds rate three times during 2024 and in 2024.September, October and December of 2025. To the extent short-term rates decline, our net interest income will be adversely affected. The Federal Reserve has additional monetary tools that can impact our interest income through changes in rates, such as the overnight reverse repo rate and open market operations.

Regulatory and Supervisory Environment: We incur significant costs due to our regulation and supervision by the federal government. As a bank holding company, we are subject to comprehensive supervision and regulatory oversight by the Federal Reserve. The Bank’s primary regulator and supervisor is the OCC, which through regular examinations oversees our operations, risk management, compliance, and corporate governance through regular examinations.governance. The Bank is also subject to FDIC secondary regulatory oversight that focuses on insurance standards, risk management practices, and overall regulatory compliance. We pay assessments to the FDIC and the OCC for their insurance and supervision. In addition, we manage our balance sheet to meet regulatory standards, such as capital ratio requirements. Failure to meet these standards may result in corrective actions, restrictions, and increased scrutiny from federal regulators. By adhering to these requirements, we aim to maintain our financial health and strengthen our market position. See Item 1,“Business — Supervision and Regulation.”

Public Company Costs: In preparation for, and followingFollowing the completion of, our IPO, we have incurred, and expect to continue to incur, additional costs associated with operating as a public company. These costs have included, and will continue to include, additional personnel, legal, consulting, regulatory, insurance, accounting, investor relations and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules adopted by the SEC and national securities exchanges, requires public companies to implement specified corporate governance practices that are now applicable to us as a public company. These additional rules and regulations have increased our legal, regulatory and financial compliance costs and have made some activities more time consuming and costly.

Return on Average Risk-Weighted Assets. We use return on average risk-weighted assetsRWA to measure how efficiently our assets are being used to generate net income on a risk-adjusted basis. Return on average risk-weighted assetsRWA is calculated as annualized net income divided by the average of quarter end risk-weighted assetsRWA over the period observed.

Noninterest Income. Noninterest income consists primarily of service charge income earned from deposit placement services, service charges on accounts, revenue from trust and wealth management services, gains on sale of mortgage loans, net gains or losses on sales of securities and other income. The CompanyBank records as noninterest income deposit placement services income for One-Way Sell® deposits which are sold into the ICS® network. See “— Financial Condition — Deposits” for more information on these deposits. Service charges on deposit accounts include fees earned from monthly service charges, account analysis charges and interchange fee income. It also includes fees charged for transaction activities such as wire transfers, cash letters and overdrafts. Trust and wealth management income represents monthly service charges due from clients for managing and administering clients’ assets. Services include investment management and advisory services, custody of assets, trust services, and financial planning. Other income primarily relates to rental income and other minor items.

Noninterest Expense. Noninterest expense relates to fixed and variable overhead costs, the largest component of which is personnel expenses, including salaries and employee benefits. Certain expenses tend to vary based on the volume of activity and other factors, including professional services, data processing and communication expenses, occupancy, equipment expense, regulatory assessments and fees, marketing and business development costs, insurance expenses and other operating expenses.

Data processing and communication expenses primarily relate to expenses paid to third party providers of core processing, cloud computing and cybersecurity, a substantial component of which is paid to a core technology provider we rely on for the banking software used by our clients and back office functions. Professional services expenses include those such as internal and external audit, legal, loan review, recruiting fees, compliance auditaudit, and compliance monitoring fees. Occupancy and equipment expenses include depreciation for buildings and improvements, fixtures and furniture, equipment, and technology related items as well as building related expenses such as utilities and maintenance costs. The Commonwealth of VirginiaVirginia, where the Bank operates, levies a capital-based franchise tax on banks operating within the state, replacing the state income tax. The State of Delaware, where the Company is incorporated, levies a franchise tax based upon the number of authorized shares. FDIC and regulatory assessments represent costs incurred to cover quarterly or semi-annual payments to the FDIC or OCC for their insurance or supervision. FDIC assessments are based on a complicated matrix of factors to form an assessment rate, which is then applied to a base of quarterly average assets less quarterly tangible equity. Directors’ fees represent fees paid to our directors for board or committee meetings. Marketing and business development costs include sponsorships, membership dues, as well as marketing and advertising costs, which are subject to normal variability based on the volume and cost of sponsorship and business development activities. Insurance expenses include costs for coverage of fidelity bond, professional liability, property and casualty, workers compensation and cyber liability policies. Other operating costs include other operating and administrative costs such as other vendor and employee costs, postage and printing, office supplies, marketing and business development costs, and subscriptions.

As discussed above, we expect our noninterest expenses to increase as a result of the additional costs associated with beingoperational growth and functioning as a public company.

We prepare our consolidated financial statements according to generally accepted accounting principles in the United States (“GAAP”).GAAP. Preparing these statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities on the balance sheet and the reported amounts of revenues and expenses during the reporting period.

Our most significant accounting policies are described in the Notes to the accompanying Consolidated Financial Statements. These policies, together with the other disclosures presented in the financial statement notes and this Annual Report on Form 10-K, provide information on the valuation of significant assets and liabilities and the methodologies used in determining those values. Based on the valuation techniques applied, and the sensitivity of financial statement amounts to the underlying methods, assumptions, and estimates, we have identified the determination of the allowance for credit losses and the fair value of securities as the areasarea that involveinvolves the most subjective or complex judgments and, as such, could be subject to revision as new information becomes available.

The allowance for credit lossesACL on loans is determined based on management’s assessment of expected credit losses over the life of the loan portfolio, utilizing historical loss experience, current economic conditions, management’s assessment of borrower creditworthiness, and other qualitative factors.factors, all of which may undergo frequent and significant changes. Given the uncertainty in economic conditions, changes in borrower credit quality, and fluctuations in collateral values, the estimation process is inherently subjective and could materially impact earnings if actual losses differ from those estimated. TheIn adoptionaddition, unforeseen changes in market and economic conditions, asset-specific risk characteristics, and qualitative drivers, both within and outside of Accountingthe StandardsCompany’s Updatecontrol, (ASU)may 2016-13indicate Financialthe Instrumentsneed –for Creditan Lossesincrease (Topicor 326):decrease Measurementin the ACL on loans. Due to the Company’s limited historical credit losses, qualitative factors represent a significant component of Credit Losses on Financial Instruments (ASC 326), referred to as the currentACL expectedestimate. credit loss (“CECL”), furtherGAAP requires the Company to incorporate reasonable and supportable forecasts, increasing the complexity of the estimation process and its sensitivity to changes in the economic outlook.

3 Average balances for securities transferred from available for saleAFS to held to maturityHTM at fair value are shown at carrying value. Average balances for available for saleAFS and all other held to maturityHTM bonds are shown at amortized cost.

For the year ended December 31, 2024,2025, our net interest income increased by $16.6$7.1 million, or 59.9%,16.1%, compared to the year ended December 31, 2023,2024. The increase in interest income was primarily driven by a $14.7 million increase in thehigher average volumebalances ofin, and yields on, taxable investment securities. The yields on interest-bearing deposits in other banks, principally at the Federal Reserve.Reserve Thisdeclined increase was primarily duecompared to cyclicalthe inflowstwelve months ended December 31, 2025, outweighing the benefit of depositstheir higher average balance and leading to lower income from politicalthese organizationsdeposits. aheadOverall, of the 2024 federal elections, which started building in the second half of 2023 and were investedgrowth in interest-earning assets,assets such as reserves atoutpaced the Federalincrease Reserve.in Asnet interest income, resulting in a result,decline ourin the net interest margin increasedfrom 3.46% to 3.46% for the year ended December 31, 2024, from 2.70% for the year ended December 31, 2023.3.39%.

Interest and fees on loans. Loan interest income is comprised of fixed and adjustable-rate structures related to residential and commercial real estate loan products, commercial loans and other consumer loan products. Deferred loan origination fees, net of deferred loan origination costs, accrete to the loan’s yield over the life of the loan. For the year ended December 31, 2024,2025, our interest and fees on loans increaseddecreased 2.9%3.6% to $13.8$13.3 million compared to the year ended December 31, 20232024 primarily driven by a 26$13.5 basis point increase in average yield which was offset by amillion reduction of the average total loan balancebalance, ofoffset $9.1by million.a slight increase in average yield. The months following a general election, including the last months of 2024 and the first months of 2023,2024, often see elevated commercial and industrial loan balances, as political organizations typically utilize their lines of credit around election periods and may repay these balances over the subsequent six to twelve months, or as cash flows allow. In addition, risingelevated interest rates causedcontinue to cause a reduction in demand for consumer loans during the time between periods,loans, and management has strategically allowed a decline in the commercial real estate portfolio. RisingElevated interest rates have increased the cost of borrowing and remote work trends continue to be a concern for the commercial real estate portfolio. These factors negatively impact the value of commercial properties, making commercial real estate loans less attractive.

Interest and dividends on securities, taxable. For the year ended December 31, 2024,2025, our interest and dividends on taxable securities increased 10.9%77.3% to $12.3$21.8 million from $11.1$12.3 million for the year ended December 31, 2023.2024. The average balance for all taxable securities decreasedincreased $11.2$196.7 million when comparing the periods, althoughand the declineaverage wasyield fullyincreased offset0.68%. byThe aBank 28reinvested basismaturing pointbonds increaseand invested funds from temporarily elevated deposit levels in yield.short term U.S. Treasury securities with maturities during 2026, which is intended to align with the timing of expected deposit outflows. As portions of maturing bonds have been reinvested,reinvested in current market rates and we have continued to invest in new securities, we have observed a steady increase in the average yield for the taxable securities portfolio. In addition to actively reinvesting maturing bonds during the second half of 2024, the Company invested funds from temporarily elevated deposit levels in short term U.S. Treasury securities that were organized to mature in the fourth quarter of 2024 or the first quarter of 2025, aligning with the timing of expected deposit outflows following the 2024 federal elections and post-election activities.

Interest on securities, tax-exempt. For the year ended December 31, 2024, our interest on tax-exempt securities decreased 6.1% from the prior period due primarily to a $3.6 million decline in the average balance of tax-exempt securities. In recent years, the attainable yields for any new investment in this segment and the investment landscape have left tax-exempt securities less attractive than their taxable counterparts. Accordingly, as tax-exempt securities have matured, those proceeds have been invested into taxable municipal securities.securities, leading to the decline during the period.

Interest on interest-bearing deposits in banks. Chain Bridge earns interest for accounts held at certain correspondent banks, which are primarily reserves held at the Federal Reserve. The Federal Reserve has historically adjusted its interest on reserves rate in conjunction with the federal funds rate. The interest rate paid by the Federal Reserve on reserve balances increased from 5.15% to 5.40% on July 27, 2023 and decreased three times throughout 2024, and three times in 2025 to 4.40%3.65% on December 19,11, 2024.2025. For the year ended December 31, 2024,2025, our interest on interest-bearing deposits in banks increaseddecreased by $14.8$1.2 million compared to the prior period, primarily drivendue to a decrease in yield of 0.96%, which was partially offset by a $279.0 millionan increase in average balances.balance of $59.2 million. The decline in the average balances of interest-bearing deposits in banks is a reflection of the the Bank’s reallocation of interest-earning assets into investment securities.

Interest on deposits. The Bank pays a variable interest rate to depositors for their non-maturing savings, interest-bearing checking, and money market accounts. In addition, the Bank issues time deposits that pay a fixed rate of interest until the instrument matures. For the year ended December 31, 2024,2025, our interest expense on deposits decreasedincreased 10.7%32.6% compared to the prior period. The decreaseincrease was primarily driven by a $56.2$141.1 million decreaseincrease in average interest-bearing deposit balances,balances driven by changes in political organization deposit balances as well as growth across other deposit categories, partially offset by a 0.13%0.16% increasedecrease in the average rate. As of December 31, 20242025 and December 31, 2023,2024, approximately 73.1%79.8% and 69.0%,73.1%, respectively, of our deposits were noninterest-bearing.

Interest on short-term borrowings. InDuring 2024,2025, the Company had no short-term borrowings other than routine line tests and periodic overnight draws of federal funds purchase lines of credit compared to 2024 when the Company used its $10.0 million unsecured line of credit with a correspondent bank, maintaining a $5.0 million balance from January until June, when an additional $5.0 million was drawn, bringing the outstanding total to $10.0 million. The interest rate applicable to advances under this unsecured line of credit was determined by the reference rate the Company elects to have applied to the advance, which may be the correspondent bank’s base rate, the daily Secured Overnight Financing Rate (“SOFR”) or a term SOFR rate, plus a credit spread adjustment. On October 10, 2024, the Company used a portion of the net proceeds from the IPO to fully repay the $10.0 million outstanding principal balance on this line of credit and closed the line on October 11, 2024. Substantially all interest on short-term borrowings reported during 2024 and 2023 was related to this line of credit. The Bank currently has no borrowings, and there are no outstanding draws on its lines of credit with the FHLB, the Federal Reserve, or other third-party institutions.

The allowance for credit losses (“ACL”) represents an amount which, in management’s judgment, is adequate to absorb the lifetime expected credit losses that may be sustained on outstanding loans and investments at the balance sheet date. The provision for credit losses represents the amount of expense charged to current earnings to fund an increase in the ACL. Conversely, a recapture of credit losslosses is recorded to earnings when the ACL is reduced. Our provisions for or recaptures of credit losses arising from within the loan and securities portfolios were as follows:

For the year ended December 31, 2024, our provision for credit losses consisted of a net recapture of $161 thousand, compared to a net provision of $641 thousand for the year ended December 31, 2023. During 2024, we received proceeds totaling $210 thousand for a bond we wrote off in its entirety during 2023 related to a single corporate issuer whose business was ultimately closed by a regulatory authority. In addition, we recaptured provisions totaling $356$146 thousand during 2024 because the shortening time to maturity of our held to maturity securities portfolio resulted in a lower required reserve in accordance with our ACL methodology,methodology. comparedThis torecapture the $804 thousand provision forof securities credit losses recordedwas forpartially offset by loan portfolio provisions required as a result of loan growth and an increase in the yearrequired endedreserve December 31, 2023 which pertains to a single corporate bond discussed above.rate.

Noninterest income consists of deposittrust placementand serviceswealth management income, service charges on deposit accounts, trustdeposit andplacement wealth managementservices income, gains on sale of mortgage loans, net gains or losses on sales of securities and other income.

For the year ended December 31, 2024,2025, our noninterest income increaseddecreased by $5.3$5.1 million, or 161.5%,59.4%, to $8.6$3.5 million compared to the prior period primarily driven by ana increasedecrease in feedeposit placement services income onfrom One-Way Sell® deposits soldplaced through the ICS® network.

The following discussion relates to our historical results, on a consolidated basis. Because we conduct all our material business operations through our wholly ownedwholly-owned subsidiary, Chain Bridge Bank, N.A., the discussion and analysis primarily focus on activities conducted at the subsidiary level.

We offer a broad range of commercial and personal banking services, including deposit accounts, multiple types of loan products, truststrust administration, wealth management, and asset custody.

ThreeSix Months Ended MarchJune 31,30, 2026 Highlights

Highlights of our results of operations and financial condition as of and for the threesix months ended MarchJune 31,30, 2026 are provided below.

•Consolidated net income was $7.1$16.6 million for the threesix months ended MarchJune 31,30, 2026, compared to $5.6$10.2 million for the threesix months ended MarchJune 31,30, 2025. Earnings per share for the threesix months ended MarchJune 31,30, 2026 was $1.08,$2.53, compared to $0.85$1.55 for the threesix months ended MarchJune 31,30, 2025.

•Net interest income, before recapture of credit losses, was $14.9$32.0 million for the threesix months ended MarchJune 31,30, 2026, compared to $13.8$25.6 million for the threesix months ended MarchJune 31,30, 2025. Net interest income, after recapture of credit losses, was $15.3$32.4 million for the threesix months ended MarchJune 31,30, 2026, compared to $13.9$26.0 million for the threesix months ended MarchJune 31,30, 2025.

•Return on average equity was 16.56%18.94% for the threesix months ended MarchJune 31,30, 2026, compared to 15.39%13.61% for the threesix months ended MarchJune 31,30, 2025.

•Return on average assets for the threesix months ended MarchJune 31,30, 2026 was 1.59%,1.75%, compared to 1.43%1.37% for the threesix months ended MarchJune 31,30, 2025.

•Return on average RWA was 7.66%8.87% for the threesix months ended MarchJune 31,30, 2026, compared to 5.74%5.28% for the threesix months ended MarchJune 31,30, 2025.52025.4 54 Return on average RWA is calculated as net income divided by average RWA. Average RWA are calculated using the last twothree quarter ends.

•Total assets were $1.9$2.2 billion as of MarchJune 31,30, 2026, compared to $1.8 billion as of December 31, 2025.

•Total deposits were $1.7$2.0 billion as of MarchJune 31,30, 2026, compared to $1.6 billion as of December 31, 2025. Excluded from these totals are One-Way Sell® deposits, which are sold to the ICS® network. These One-Way Sell® deposits amounted to $595.0$668.0 million as of MarchJune 31,30, 2026, compared to $359.9 million as of December 31, 2025.

•No non-performing assets or OREO were reported as of MarchJune 31,30, 2026 or December 31, 2025.

•Cash balances held at the Federal Reserve were $603.6$812.7 million as of MarchJune 31,30, 2026, compared to $580.9 million as of December 31, 2025.

•As of MarchJune 31,30, 2026, the total debt securities portfolio balance was $1.0$1.1 billion, compared to $865.3 million as of December 31, 2025.

•Book value per share was $26.65$27.99 as of MarchJune 31,30, 2026, compared to $25.79 as of December 31, 2025.

•As of MarchJune 31,30, 2026, the Company had a total risk-based capital ratio of 48.65%50.45% and a tier 1 risk-based capital ratio of 47.63%.49.46%. The Bank exceeded the minimum requirements to be well-capitalized for bank regulatory purposes, with a total risk-based capital ratio of 47.14%49.09% and a tier 1 risk-based capital ratio of 46.12%.48.10%.

•As of MarchJune 31,30, 2026, our liquidity ratio was 92.73%,94.03%, compared to 91.86% as of December 31, 2025.

During the first quarter of 2025, the Company experienced a material increase in deposits from certain political organization clients, primarily attributable to a post-election surge in deposits following the November 2024 federal elections. Subsequent outflows during the second quarter of 2025 related to this post-election surge. At MarchJune 31,30, 2025, threetwo political organization accounts each held more than 5% of total consolidated deposits. In aggregate, those threetwo accounts totaled $472.0$136.2 million and represented 30.1%10.6% of consolidated total deposits.

DespiteDriven subsequentby outflowspolitical during the second quarter of 2025 related to this post-election surge,organization deposit levelsbalances haveas increasedwell duringas thegrowth year-over-yearin period,501(c)(4) withsocial welfare organizations, total consolidated deposits totalinggrew $1.7to $1.6 billion at MarchDecember 31, 2025 and $2.0 billion at June 30, 2026. As of MarchJune 31,30, 2026, there were three clients with an individual deposit balance exceeding 5.0% of total deposits. The total deposit balance related to these clients was $284.9$401.2 million or 16.4%20.0% of total deposits. As of December 31, 2025, no accounts individually exceeded 5% of total consolidated deposits.

Uninsured Deposits: Most of our deposits come from commercial clients rather than retail clients, resulting in a relatively high level of account balances exceeding the FDIC coverage limits. As of MarchJune 31,30, 2026, we estimate that approximately 75.8%80.8% of our total deposits were not insured by the FDIC. To manage the associated risks, we aim to maintain high levels of liquidity, asset quality, and financial strength.

Liquidity. Maintaining an adequate level of liquidity depends on our ability to efficiently meet both expected and unexpected cash flows and collateral needs without adversely affecting our daily operations or the financial condition of the Bank. Because transaction account deposits form a primary source of our funding, and generally can be withdrawn on demand, managing our liquidity is a top priority. Our account at the Federal Reserve, which held $603.6$812.7 million as of MarchJune 31,30, 2026, is a primary source of our liquidity for daily and ongoing activities. Additionally, our bond portfolio is structured to provide liquidity when management anticipates it will be needed, with maturities aligned to expected cash flow requirements.

For the three months ended MarchJune 31,30, 2026, our net income increased by $1.5$4.9 million compared to the three months ended MarchJune 31,30, 2025. This improvement was attributed to a $1.7$5.3 million, or 247.9%,44.6% increase in noninterestnet interest income driven by an increase in deposit placement services income following the increase in One-Wayaverage Sell®interest-bearing balances.deposits and investment securities. Additionally, net interestnoninterest income increased by $1.1$2.1 million, or 8.0%,255.7%, further contributing to the overall growth in net income. However, these components were partially offset by aincreases of $1.3 million increasein income tax expense and $889 thousand in noninterest expense, driven most notably by increases in employment and professional services costs.expenses.

1Average1 Average balances for securities transferred from AFS to HTM at fair value are shown at carrying value. Average balances for AFS and all other HTM bonds are shown at amortized cost.

- For the threesix months ended MarchJune 31,30, 2026, our net interest income increased by $1.1$6.4 million, or 8.0%,24.8%, compared to the threesix months ended MarchJune 31,30, 2025. The increase in interest income increase was primarily driven by higher average balances in, and yieldsrates on,earned on taxable investment securities.securities Partiallyportfolio offsettingbalances. this earning component,Although the average balancesbalance in,of and yields on loans and deposits at the Federal Reserve declined compared to the three months ended March 31, 2025. However, due to increased asset base, and lower yield earned by interest bearinginterest-bearing deposits in other banks andgrew, loans,the ouryield on these assets declined, minimizing the effect of this asset segment. Despite growth in net interest income, net interest margin decreased from 3.48% to 3.41%3.43% foryear-over-year thebecause threeaverage monthsinterest-earning endedassets Marchgrew 31,at 2026,a fromhigher 3.56%rate forthan thenet threeinterest months ended March 31, 2025.income.

Interest and fees on loans. Loan interest income is comprised of fixed and adjustable-rate structures related to residential and commercial real estate loan products, commercial loans and other consumer loan products. Deferred loan origination fees, net of deferred loan origination costs, accrete to the loan’s yield over the life of the loan. For the three months ended MarchJune 31,30, 2026, our interest and fees on loans decreased 16.4%7.5% to $3.0$3.1 million compared to the three months ended MarchJune 31,30, 2025 primarily driven by a 27 basis point decrease in average yield and decrease of the average total loan balance of $34.7$19.9 million. The months following a general election, including the early months of 2025, often seeexperience elevated commercial and industrial loan balances, as political organizations typically utilize their lines of credit around election periods and may repay these balances over the subsequent six to twelve months, or as cash flows allow.

Interest and dividends on securities, taxable. For the three months ended MarchJune 31,30, 2026, our interest and dividends on taxable securities increased 62.6%57.5% to $7.5$8.3 million from $4.6$5.3 million for the three months ended MarchJune 31,30, 2025. The average balance for all taxable securities increaseddrove $287.4the change, increasing $308.1 million when comparingover the comparative periods, and the yield improved 3627 basis points. As portions of maturing bonds have been reinvested, we have observed a steady increase in the average yield for the taxable securities portfolio. The Company reinvested maturing bonds and invested funds from temporarily elevated deposit levels in short term U.S. Treasury securities with maturities during 2026, which is intended to align with the timing of expected deposit outflows.

Interest on interest-bearing deposits in banks. Chain Bridge earns interest for accounts held at certain correspondent banks, which are primarily reserves held at the Federal Reserve. The Federal Reserve has historically adjusted its interest on reserves rate in conjunction with the federal funds rate. The Federal Reserve started 2025 with an interest rate of 4.40% on reserve balances. During 2025, the rate was reduced by 25 basis points on three occasions—September 18th, October 30th, and December 11th—bringing it down to 3.65%. This final rate stayed in effect through the firstsecond quarter of 2026. For the three months ended MarchJune 31,30, 2026, our interest on interest-bearing deposits in banks decreasedincreased by $1.5$2.2 million compared to the prior period, driven by both a $46.5$306.2 million decreaseincrease in average balances and partially offset by a decrease77 basis point decline in yield of 76 basis points.yield. The declineincrease in the average balances of interest-bearing deposits in banks isreflects adeposit-driven reflectioncash of the Bank’s reallocation of interest-earning assets into investment securities.flows.

Interest on deposits. The Bank pays a variable interest rate to depositors for their non-maturing savings, interest-bearing checking, and money market accounts. In addition, the Bank issues time deposits that pay a fixed rate of interest until the instrument matures. For the three months ended MarchJune 31,30, 2026, our interest expense on deposits decreased 33.4%32.2% compared to the three months ended MarchJune 31,30, 2025. The decrease was driven by both a $70.0$74.5 million decrease in average interest-bearing deposit balances due to a larger volume of ICS® deposits being positioned as One-Way Sell®, and a 1715 basis point decrease in the average rate. AsFor ofthe Marchthree 31,months ended June 30, 2026 and MarchJune 31,30, 2025, approximately 80.6%84.2% and 79.3%,71.1%, respectively, of our average deposits were noninterest bearing.

For the three months ended MarchJune 31,30, 2026, we recorded a net recapture of credit losses of $379$40 thousand. Within the loan portfolio, the $364$18 thousand recapture resulted from several offsetting factors. A recapture of $289 thousand for the commercial real estate portfolio resulted from a reduction in outstanding balances, coupled with a decrease in the overall reserve rate for loan credit losses due to improving peer credit indicators utilized in our evaluation of qualitative factorsfactors. andPartially modestoffsetting changesthis recapture was a $232 thousand provision for the residential real estate portfolio from an increase in the compositionoutstanding ofbalance, coupled with an increase in the corresponding reserve rate due to declining peer credit indicators. The $39 thousand recorded as a provision within the commercial and other consumer loan portfolio.portfolios made up the remaining difference. Within our securities portfolio, the shortening time to maturity of our held to maturity securities portfolio resulted in a lower required reserve in accordance with our ACL methodology.

For the three months ended MarchJune 31,30, 2026, our noninterest income increased by $1.7$2.1 million, or 247.9%,255.7%, to $2.4$2.9 million compared to the three months ended MarchJune 31,30, 2025 primarily driven by an increase in deposit placement services income, which is fee income we earn on One-Way Sell® deposits sold through the ICS® network. For the six months ended June 30, 2026, our noninterest income increased by $3.8 million, or 252.1% to $5.4 million compared to the six months ended June 30, 2025. An increase in deposit placement services income drove the change between the comparative periods, and income from trust and wealth management services further contributed to the overall growth in noninterest income.

Trust and wealth management income. For the three months ended MarchJune 31,30, 2026, our trust and wealth management income increased by $164$196 thousand, or 60.7%,64.3%, compared to the three months ended MarchJune 31,30, 2025. ThisFor increasethe wassix months ended June 30, 2026, trust and wealth management income increased by $360 thousand, or 62.6%, compared to the six months ended June 30, 2025. These increases were primarily due to a rise in the volume of total assets under administration, which grew to $711.7$772.8 million at MarchJune 31,30, 2026 from $409.4$445.4 million at MarchJune 31,30, 2025. The size and mix of the assets under administration drove the income growth. AUM, which produce a higher rate of income under our fee structure, increased 60.8%62.8% from MarchJune 31,30, 2025, while AUC increased 80.5%79.4% over the same period.

Service charges on accounts. For the three months ended MarchJune 31,30, 2026, our service charges on accounts increased by $61$84 thousand, or 25.4%,32.2%, compared to the three months ended MarchJune 31,30, 2025 primarily driven by higher transaction volume, particularly among ACH originations, check processing, and wire transfers. Our fee income is typically higher during the fiscal quarters leading up to and during the general election as political organization deposit account activity causes an increase in bank transactions.

Gain on sale of mortgage loans. For the three and six months ended MarchJune 31,30, 2026, the gain on sale of mortgages decreased by $13$11 thousand and $24 thousand, or 78.6% and 88.9%, respectively, compared to the three and six months ended MarchJune 31,30, 2025, due to nolower sales activity or anyand related gains.

For the three months ended MarchJune 31,30, 2026 our noninterest expense increased by $1.3$889 million,thousand, or 16.9%,12.4%, compared to the three months ended MarchJune 31,30, 2025, primarily driven by increases in salaries and employee benefitsbenefits, andwhile a decline in professional service expenses.expenses partially offset the rise.

Professional services. For the threesix months ended MarchJune 31,30, 2026, our professionalnoninterest services expenseexpenses increased $496by thousand,$2.2 million, or 55.5%,14.7%, compared to the threesix months ended MarchJune 31,30, 2025, primarily drivenattributable byto legalhigher expensessalaries and partially offset by a decline in recruitingemployment costs.

OccupancySalaries and equipmentemployee expenses.benefits. For the three months ended MarchJune 31,30, 2026, our occupancysalaries and equipmentemployee expensesbenefits increased by $75$807 thousandthousand, or 29.9%,19.5%, compared to the three months ended MarchJune 31,30, 2025, primarilyresulting drivenfrom higher headcount and salary increases. For similar reasons, our salaries and employee benefits for the six months ended June 30, 2026, increased by increased$1.2 buildingmillion, maintenanceor costs and additional office space.14.0%.

Directors’Data fees.processing Inand communication expenses. For the three months ended MarchJune 31,30, 2026, our directors’data feesprocessing and communication expenses increased $85$114 thousandthousand, or 15.6%, compared to the three months ended MarchJune 31,30, 2025, driven by increased compensationcosts associated with enhanced information technology functionality. For similar reasons, our data processing and communications expenses for directorsthe andsix amonths higherended volumeJune of30, Board2026, andincreased Committee$253 meetings.thousand, or 18.1%.

InsuranceProfessional expenses.services. For the three months ended MarchJune 31,30, 2026, our insuranceprofessional expensesservices increasedexpense $20decreased $318 thousand or 13.4%,39.7%, compared to the three months ended MarchJune 31,30, 2025.2025, Theprimarily increasedriven wasby a decline in legal expenses and recruiting costs. For the six months ended June 30, 2026, professional services expense increased by $178 thousand, or 10.5%, primarily due to higherlegal directors and officers insurance premiums, which are subject to periodic review and renewal.expenses.