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

Franklin Financial Services Corp. · Nasdaq · State Commercial Banks · CIK 723646 · All filings on SEC.gov

Everything below is quoted or computed from Franklin Financial Services Corp.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

10 / 3risk-factor paragraphs added / removed in latest 10-K
2new risk-factor headings
4Form 4 filings reporting open-market purchases (last 180 days)
1Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-13 (period ending 2025-12-31) with 10-K filed 2025-03-14 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

10new paragraphs
3removed paragraphs
7reworded paragraphs
4,573 → 5,172words in section

New heading “The Corporation may use artificial intelligence (AI) in its business, and challenges with properly managing its use could result in disruption of its internal operations, reputational harm, competitive harm, legal liability and adversely affect its results of operations and stock price.”

New heading “Changes to trade policies and tariffs can have an adverse impact on our business and our customers.”

Removed heading “Public health crises such as epidemics or pandemics could materially and adversely impact our business.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: investigation, litigation, cybersecurity incident, breach
“Further, we may face unknown or contingent liabilities arising from cybersecurity incidents or data breaches that previously occurred at companies we acquire. Such incidents may not have been discovered, disclosed, or if previously discovered fully-remediated before closing, and the acquired company’s representations, warranties, and indemnities may be limited in scope, duration, or recoverability. …”
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New text topics: tariff, layoff, supply chain
“Changes in trade policies, including the imposition of tariffs or the escalation of a trade war, could negatively impact the economic conditions in the markets we serve. Our customers – particularly local businesses engaged in agriculture, manufacturing, and retail – may face higher costs for imported goods and materials, reduced export demand, and supply chain disruptions due to increased tariffs. These challenges could lead to lower revenues, reduced profitability, and potential layoffs, all of which may impair our customers’ ability to meet their financial obligations. …”
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Removed text topics: impairment, liquidity, pandemic
“As a result, the demand for our products and services may be significantly impacted, which could adversely affect our revenue and results of operations. Furthermore, the effects of an epidemic or pandemic could result in the recognition of credit losses in our loan portfolios and an increase in our allowance for credit losses, particularly if businesses are restricted or are required to close. Similarly, because of changing economic and market conditions affecting issuers, we may be required to recognize impairments on the securities we hold as well as reductions in other comprehensive income. …”
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Reworded topics: litigation, breach, artificial intelligence

Paragraph as it now reads, with added and removed wording marked:

We rely heavily on communications and information systems to conduct our business. These systems include our internal network and data systems, as well as those of third-party vendors. Any failure, interruption or breach in security or these systems, including a cyber-attack, could result in the disclosure or misuse of confidential or proprietary information. Cyber security risks for financial institutions have significantly increased in recent years in part because of the proliferation of new technologies,technologies (including artificial intelligence), the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, including foreign state actors. Financial services institutions have been subject to, and are likely to continue to be the target of, cyber-attacks, including computer viruses, malicious or destructive code, phishing attacks, denial of service or information or other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information of the institution, its employees or customers or of third parties, or otherwise materially disrupt network access or business operations. Cyber threats could result in unauthorized access, loss or destruction of customer data, unavailability, degradation or denial of service, introduction of computer viruses and other adverse events, causing the Corporation to incur additional costs (such as repairing systems or adding new personnel or protection technologies). Cyber threats may also subject the Corporation to regulatory investigations, litigation or enforcement, require the payment of regulatory fines or penalties or undertaking costly remediation efforts. While we have systems, policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions or security breaches of our information systems could damage our reputation, result in a loss of client business, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our business, financial condition and results of operations.
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New text topics: artificial intelligence
“The Corporation may use artificial intelligence (AI) in its business, and challenges with properly managing its use could result in disruption of its internal operations, reputational harm, competitive harm, legal liability and adversely affect its results of operations and stock price.”
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New text topics: tariff
“Changes to trade policies and tariffs can have an adverse impact on our business and our customers.”
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Full comparison: every changed paragraph (20)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

The Bank offers a variety of loan products, including residential mortgage, consumer, construction and commercial loans. The Bank requires real estate as collateral for many of its loans. At December 31, 2024,2025, approximately 83%85% ($1.159$1.326 billion) of its loans were secured by real estate. These real estate loans are located primarily in the Bank’s market area of south-central Pennsylvania and Washington County, MD. Real estate values tend to follow changes in general economic cycles. If a loan becomes delinquent as the result of an economic downturn and the Bank becomes dependent on the real estate collateral as a source of repayment, it is likely that the value of the real estate collateral has also declined. A decline in real estate values means it is possible that the real estate collateral may be insufficient to cover the outstanding balance of a delinquent or foreclosed loan, resulting in a loss to the Bank. The Bank’s CRE concentration ratio was 349.9% of risk-based capital at December 31, 2025. In addition, the real estate collateral is concentrated in the Bank’s primary market area. Localized events such as plant closures or layoffs may affect real estate prices and collateral values and could have a more negative affecteffect on the Bank as compared to other competitors with a more geographically diverse portfolio. As the Bank grows, it is expected that real estate secured loans will continue to comprise a significant part of its balance sheet. Risk of loan default is unavoidable in the banking industry, and Management tries to limit exposure to this risk by carefully monitoring the amount of loans in specific industries and by exercising prudent lending practices and securing appropriate collateral. However, this risk cannot be eliminated, and substantial credit losses could result in reduced earnings or losses.

Reworded

The Bank encounters strong competition from other financial institutions in its primary market area, which consists of Franklin, Cumberland, Dauphin, Fulton and Huntingdon Counties, Pennsylvania;Pennsylvania, and Washington County, MD. In addition, established financial institutions not already operating in the Bank’s primary market area may open branches there at future dates or can compete in the market via the Internet. In the conduct of certain aspects of banking business, the Bank also competes with credit unions, mortgage banking companies, consumer finance companies, insurance companies and other institutions, some of which are not subject to the same degree of regulation or restrictions as are imposed upon the Bank. Many of these competitors have substantially greater resources and lending limits and can offer services that the Bank does not provide. In addition, many of these competitors have numerous branch offices located throughout their extended market areas that provide them with a competitive advantage. No assurance can be given that such competition will not have an adverse effect on the Bank’s financial condition and results of operations.

Reworded

We rely heavily on communications and information systems to conduct our business. These systems include our internal network and data systems, as well as those of third-party vendors. Any failure, interruption or breach in security or these systems, including a cyber-attack, could result in the disclosure or misuse of confidential or proprietary information. Cyber security risks for financial institutions have significantly increased in recent years in part because of the proliferation of new technologies,technologies (including artificial intelligence), the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, including foreign state actors. Financial services institutions have been subject to, and are likely to continue to be the target of, cyber-attacks, including computer viruses, malicious or destructive code, phishing attacks, denial of service or information or other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information of the institution, its employees or customers or of third parties, or otherwise materially disrupt network access or business operations. Cyber threats could result in unauthorized access, loss or destruction of customer data, unavailability, degradation or denial of service, introduction of computer viruses and other adverse events, causing the Corporation to incur additional costs (such as repairing systems or adding new personnel or protection technologies). Cyber threats may also subject the Corporation to regulatory investigations, litigation or enforcement, require the payment of regulatory fines or penalties or undertaking costly remediation efforts. While we have systems, policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions or security breaches of our information systems could damage our reputation, result in a loss of client business, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our business, financial condition and results of operations.

Added

Further, we may face unknown or contingent liabilities arising from cybersecurity incidents or data breaches that previously occurred at companies we acquire. Such incidents may not have been discovered, disclosed, or if previously discovered fully-remediated before closing, and the acquired company’s representations, warranties, and indemnities may be limited in scope, duration, or recoverability. As a result, we could incur costs or liabilities after an acquisition relating to regulatory investigations, litigation, remediation efforts, reputational harm, or customer and partner claims, which could adversely affect its business, financial condition, and results of operations.

Added

In general, cyber incidents can result from deliberate attacks or unintentional events. The Corporation has observed an increased level of attention in the industry focused on cyber-attacks that include, but are not limited to, gaining unauthorized access to digital systems for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption.

Added

While the Corporation maintains insurance coverage that may, subject to policy terms and conditions including significant self-insured deductibles, cover or ameliorate certain financial aspects of cyber risks, such insurance coverage may be insufficient to cover all losses.

Added

While we have systems, policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures, interruptions or security breaches of our information systems could damage our reputation, result in a loss of client business, or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our business, financial condition and results of operations.

Added

The Corporation may use artificial intelligence (AI) in its business, and challenges with properly managing its use could result in disruption of its internal operations, reputational harm, competitive harm, legal liability and adversely affect its results of operations and stock price.

Added

The Corporation may incorporate AI solutions into platforms that deliver products and services to its customers, including solutions developed by third parties whose AI is integrated into its products and services. The Corporation's business could be harmed and it may be exposed to legal liability and reputational risk if the AI it uses is or is alleged to be deficient, inaccurate, or biased because the AI algorithms are flawed, insufficient, of poor quality, or reflect unwanted forms of bias, particularly if third party AI integrated with its platforms produces false or "hallucinatory" inferences.

Added

Data practices by the Corporation or others that result in controversy could impair the acceptance of AI, which could undermine the decisions, predictions, or analysis that AI applications produce. The Corporation's customers and potential customers may express adverse opinions concerning its use of AI and machine learning that could result in brand or reputational harm, competitive harm, or legal liability. If the Corporation develops Generative AI, its content creation may require additional investment as testing for bias, accuracy and unintended, harmful impact is often complex and may be costly. As a result, the Corporation may need to increase the cost of its products and services which may make it less competitive, particularly if its competitors incorporate AI more quickly or successfully.

Added

Governmental bodies have implemented laws and are considering further regulation of AI (including machine learning), which could negatively impact the Corporation's ability to use and develop AI. The Corporation is unable to predict how application of existing laws, including federal and state privacy and data protection laws, and adoption of new laws and regulations applicable to AI will affect it but it is likely that compliance with such laws and regulations will increase its compliance costs and such increase may be substantial and adversely affect its results of operations. Furthermore, its use of Generative AI and other forms of AI may expose us to risks relating to intellectual property ownership and licensing rights, including copyright of Generative AI and other AI output as these issues have not been fully interpreted by federal courts or been fully addressed by federal or state legislation or regulations.

Reworded

Fee income from the Bank’s Wealth Management Departmentdepartment comprises a large percentage (48%) of total noninterest income. Fee income from Wealth Management Departmentdepartment is comprised primarily of asset management fees as measured by the market value of assets under management. As such, the market values are directly related to stock market values. Therefore, any significant negative change in the value of assets under management due to stock market fluctuations could greatly reduce fee income and have a material adverse effect on our financial condition and results of operations.

Reworded

Thirty-eightAs percentof December 31, 2025, 42% ($694.9$771.2 million) of all deposits are in the Bank’s money management product. The interest rate on these deposits generally follows market rates. A large or continuous increase in market rates could result in a rapid increase in the interest expense of these deposits. While the interest rate on this product generally follows market rates, the product is not indexed to a market rate, thereby giving the Bank more control over any rate increases. Nonetheless, interest expense could materially increase and have a material adverse effect on our financial condition and results of operations.

Removed

Public health crises such as epidemics or pandemics could materially and adversely impact our business.

Removed

An epidemic or pandemic (such as COVID-19) may cause prolonged global, national, or regional recessionary economic conditions or longer lasting effects on economic conditions than currently exist, which could have a material adverse effect on our business, results of operations and financial condition.

Removed

As a result, the demand for our products and services may be significantly impacted, which could adversely affect our revenue and results of operations. Furthermore, the effects of an epidemic or pandemic could result in the recognition of credit losses in our loan portfolios and an increase in our allowance for credit losses, particularly if businesses are restricted or are required to close. Similarly, because of changing economic and market conditions affecting issuers, we may be required to recognize impairments on the securities we hold as well as reductions in other comprehensive income. Our business operations may also be disrupted if significant portions of our workforce are unable to work effectively, including because of illness, quarantines, government actions, or other restrictions in connection with the pandemic. The extent to which an epidemic or pandemic impacts our business, results of operations, and financial conditions, as well as our regulatory capital and liquidity ratios, will depend on factors which are highly uncertain and cannot be predicted, including the scope and duration of an epidemic or pandemic and actions taken by governmental authorities and other third parties in response to the epidemic or pandemic.

Reworded

Severe weather, natural disasters, acts of war or terrorism, public health crises, and other external events could negatively impact the Corporation’s business.

Reworded

The unpredictable nature of events such as severe weather, natural disasters, acts of war or terrorism,terrorism (international or domestic), public health crises, geopolitical events, and other adverse external events could have a significant impact on the Corporation’s ability to conduct business. If any of its financial, accounting, network or other information processing systems fail or have other significant shortcomings due to external events, the Corporation could be materially adversely affected. Third parties with which the Corporation does business could also be sources of operational risk to the Corporation, including the risk that the third parties' own network and information processing systems could fail. Any of these occurrences could materially diminish the Corporation's ability to operate one or more of its businesses, or result in potential liability to customers, reputational damage, and regulatory intervention, any of which could materially adversely affect the Corporation. Such events could affect the stability of the Corporation's deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, impair the Corporation's liquidity, cause significant property damage, result in loss of revenue, and/or cause the Corporation to incur additional expenses.

Added

Changes to trade policies and tariffs can have an adverse impact on our business and our customers.

Added

Changes in trade policies, including the imposition of tariffs or the escalation of a trade war, could negatively impact the economic conditions in the markets we serve. Our customers – particularly local businesses engaged in agriculture, manufacturing, and retail – may face higher costs for imported goods and materials, reduced export demand, and supply chain disruptions due to increased tariffs. These challenges could lead to lower revenues, reduced profitability, and potential layoffs, all of which may impair our customers’ ability to meet their financial obligations. Furthermore, prolonged trade tensions and economic uncertainty could lead to market volatility, declining asset values, and weakened consumer confidence. If our customers experience financial stress, we could see an increase in loan delinquencies and credit losses, negatively affecting our asset quality and overall financial performance. Additionally, any decline in local economic activity could reduce loan demand, deposit growth, and fee income, which are critical to our long-term success. While we actively monitor economic and policy developments, we cannot predict the outcome of trade negotiations or the full impact of tariffs and trade restrictions on our business, customers, and the broader economy. Any adverse effects from tariffs or a trade war could materially and negatively impact our financial condition, results of operations, and future growth prospects.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

20new paragraphs
12removed paragraphs
43reworded paragraphs
10,022 → 10,821words in section

New heading “Loans Held for Sale:”

Removed heading “Equity Securities at Fair Value”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: covenant, interest rate
“On September 30, 2025, the Corporation redeemed $9.0 million of its $15.0 million fixed to floating subordinate notes due September 1, 2030 utilizing excess cash on hand. As of December 31, 2025, the Corporation had $11.0 million of unsecured subordinated debt notes remaining outstanding of which $6.0 million mature on September 1, 2030 and $5.0 million mature on September 1, 2035. …”
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Reworded topics: inflation, labor

Paragraph as it now reads, with added and removed wording marked:

The assets and liabilities of the Corporation are financial in nature, as such, the pricing of products, customer demand for certain types of products, and the value of assets and liabilities are greatly influenced by interest rates. As such, interest rates and changes in interest rates may have a more significant effect on the Corporation’s financial results than on other types of industries. Because of this, the Corporation watches the actions of the Federal Reserve Open Market Committee (FOMC) as it makes decisions about interest rate changes and monetary policy. In January 2025,2026, the FOMC release included this: “RecentAvailable indicators suggest that economic activity has continuedbeen to expandexpanding at a solid pace. TheJob gains have remained low, and the unemployment rate has stabilizedshown atsome asigns lowof level in recent months, and labor market conditions remain solid.stabilization. Inflation remains somewhat elevated. The Committee seeks to achieve maximum employment and inflation at the rate of 2 percent over the longer run. TheUncertainty Committee judges thatabout the risks to achieving its employment and inflation goals are roughly in balance. The economic outlook isremains uncertain,elevated. and theThe Committee is attentive to the risks to both sides of its dual mandate. In support of its goals, the Committee decided to maintain the target range for the federal funds rate at 3 1/2 to 3 3/4 percent. In considering the extent and timing of additional adjustments to the target range for the federal funds rate, the Committee will carefully assess incoming data, the evolving outlook, and the balance of risks. The Committee will continue reducing its holdings of Treasury securities and agency debt and agency mortgage-backed securities. The Committee is strongly committed to supporting maximum employment and returning inflation to its 2 percent objective. In assessing the appropriate stance of monetary policy, the Committee will continue to monitor the implications of incoming information for the economic outlook. The Committee would be prepared to adjust the stance of monetary policy as appropriate if risks emerge that could impede the attainment of the Committee’sCommittee's goals. The Committee’sCommittee's assessments will take into account a wide range of information, including readings on labor market conditions, inflation pressures and inflation expectations, and financial and international developments.” Over the long-term, the Corporation benefits from higher interest rates.
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Reworded topics: restructuring, interest rate

Paragraph as it now reads, with added and removed wording marked:

Allowance for Credit Losses: For securities with an unrealized loss, the Bank considers: (1) the extent to which the fair value is less than amortized cost; (2) adverse conditions specifically related to the security, industry or geographic area; (3) the payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future; (4) failure of the issuer of the security to make scheduled interest or principal payments; and (5) any changes to the rating of the security by a rating agency. In addition, the Bank considers whether it intends to sell these securities or whether it will be forced to sell these securities before the earlier of amortized cost recovery or maturity. The Bank does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost. The debt securities in a loss position and subject to evaluation at December 31, 20242025 and 2023,2024, were determined not to be attributable to credit related factors; therefore, the Bank does not have an allowance for credit loss for these investments. During 2024, $42.4 million of securities were sold as part of a portfolio restructuring to take advantage of higher market interest rates. The realized pre-tax loss on these sales was $4.3 million.
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New text topics: interest rate, regulation
“As of December 31, 2025, the Bank had outstanding loans to a related party of a Bank Director who is considered an “insider” under Regulation O. The loans were originated in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with non-affiliated persons.”
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Removed text
“Equity Securities at Fair Value”
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Removed text topics: interest rate
“On August 4, 2020, the Corporation completed the sale of a subordinated debt note offering. The Corporation sold $15.0 million of subordinated debt notes with a maturity date of September 1, 2030. These notes are noncallable for 5 years and carry a fixed interest rate of 5% per year for 5 years and then convert to a floating rate of SOFR plus 4.93% per year for the remainder of the term. The notes can be redeemed at par beginning 5 years prior to maturity. The Corporation also sold $5.0 million of subordinated debt notes with a maturity date of September 1, 2035. …”
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Full comparison: every changed paragraph (75)

Green = added, red = removed. Unchanged paragraphs, 25 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Removed

Year-to-date, net interest income was $57.5 million, an increase of 7.2% compared to $53.6 million for the same period in 2023. On a year-over-year comparison, the net interest margin was 2.95% for 2024 compared to 3.31% in 2023. The increase in the 2024 net interest margin was due primarily to a 0.46% increase in the yield on earning assets from 4.70% in 2023 to 5.16% in 2024 as all asset classes had higher yields in 2024. The cost of interest-bearing liabilities increased from 1.75% for 2023 to 2.68% for 2024. Likewise, the cost of all deposits increased from 1.23% in 2023 to 1.89% in 2024.

Removed

Average earning assets for 2024 were $1.983 billion compared to $1.656 billion in 2023, an increase of 19.8%. In 2024, the average balance of interest-earning cash balances increased $125.6 million (248.9%) due to $200.0 million term loan borrowing not yet fully invested. The average balance of the investment portfolio increased $22.2 million (4.8%), while the average balance of the loan portfolio increased $179.2 million (15.7%), over the prior year averages. Within the loan portfolio, average commercial loan balances increased $118.7 million during the year and residential mortgages increased $52.5 million. Total deposits averaged $1.638 billion for 2024, an increase of $108.7 million (7.1%) from the average balance for 2023. All deposit categories reported a year-over-year decrease in average balances, except for money management and time deposits. On a year-over-year comparison, the yield on earning assets increased 46 basis points from 4.70% in 2023 to 5.16% for 2024, while the cost of interest-bearing liabilities increased 93 basis points from 1.75% to 2.68% over the same period.

Removed

For 2024, the provision for credit losses on loans was $2.0 million compared to $2.6 million in 2023. The ACL ratio for loans was 1.26% on December 31, 2024, compared to 1.28% on December 31, 2023. For 2024, the provision for credit losses on unfunded commitments was $8 thousand compared to $135 thousand for 2023. The ACL for unfunded commitments was $2.0 million on December 31, 2024, unchanged from December 31, 2023.

Reworded

NoninterestNet income for 2025 was $13.7$21.2 million ($4.74 per diluted share) compared to $14.9$11.1 million in($2.51 2023.per Thediluted decreaseshare) for 2024, an increase of 91.2%. Year-to-date income for 2024 was drivennegatively primarilyaffected by a loss of $3.4 million,million net ofafter tax loss,loss on the sale of investment securities sold as part of a portfolio restructuring in the fourth quarter of 2024, which was partially offset by increases in wealth management fees and debit card income.restructuring.

Added

The provision for credit losses on loans was $3.0 million for the year compared to $2.0 million for 2024. The increase was driven primarily by a specific reserve of $894 thousand established in the third quarter of 2025 for a $7.1 million commercial loan. The provision for credit losses on unfunded commitments was a reversal of $131 thousand for 2025 and an expense of $8 thousand in 2024.

Added

Noninterest income for 2025 was $19.2 million, an increase of 40.2% from $13.7 million in 2024. Noninterest income for 2024 includes a $4.3 million pre-tax securities loss. Excluding the loss from the sale of investment securities in 2024, noninterest income in 2025 would have increased $1.2 million (6.9%) over 2024. Year-over-year, wealth management fees increased $631 thousand, gains on the sale of mortgages increased $107 thousand, and a sales tax refund of $326 thousand was received in 2025.

Reworded

Noninterest expense was $59.7 million for 2025 compared to $55.9 million in 20242024, comparedan toincrease $50.0of $3.8 million inor 2023.6.7%. The followinglargest categoriesfactor contributedcontributing to the year-over-year change was an increase: of $2.6 million in salaries and benefits increased $3.9 million (primarily due to a highly competitive labor marketsalaries and health insurance),. Legal and professional fees, advertising, data processing expenses increased $1.0 million, and anFDIC $859insurance thousandpremiums increasewere also higher in FDIC2025 premiums.compared to 2024.

Reworded

The effective federal income tax rate was 16.6%19.2% for 20242025 comparedand to 13.7% in 2023, which included certain tax credits not recognized16.6% in 2024.

Added

Debt securities available for sale decreased $54.0 million (10.6%) in 2025 from 2024 due primarily to paydowns. On December 31, 2025, the net unrealized loss in the portfolio was $26.8 million compared to a net unrealized loss of $45.4 million at year-end 2024.

Added

Net loans increased $160.2 million (11.6%) at year-end 2025 over the year-end 2024 balance, primarily from increases in commercial real estate loans of $100.2 million, and 1- 4 family residential real estate of $45.6 million. On December 31, 2025, commercial real estate loans totaled $903.6 million (57.9% of total gross loans), with the largest collateral segments being: apartment buildings ($181.7 million), hotels and motels ($102.2 million), land development ($97.0 million), office buildings ($92.8 million) and shopping centers ($87.9 million) which are located primarily in south-central Pennsylvania.

Added

Total deposits increased $20.1 million (1.1%) to $1.836 billion from year-end 2024. The year over year growth was reduced primarily due to the Bank paying off $65.0 million of brokered time deposits in the fourth quarter of 2025. Noninterest-bearing deposits (16.9% of total deposits) grew 6.9% from year-end 2024, and interest-bearing checking and savings accounts increased 7.6% over the same period. Non-brokered time deposits declined 11.6% year-over year. The Bank’s cost of deposits for 2025 averaged 1.85% compared to 1.89% for the same period in 2024. On December 31, 2025, the Bank estimated that 87% of its deposits were FDIC insured or collateralized.

Removed

Short-term interest-bearing deposits in other banks increased $180.1 million and the investment portfolio increased $36.1 million due to purchases made in the fourth quarter of 2024.

Removed

The net loan portfolio increased $139.5 million (11.2%) over the year-end 2023 balance, primarily from increases in commercial real estate loans of $99.6 million and first lien 1-4 family residential real estate loans of $35.3 million.

Removed

Deposits increased $277.7 million (18.1%) over year-end 2023 with increases in noninterest-bearing deposits of $17.3 million, money management deposits of $122.8 million and time deposits of $183.5 million, partially offset by a $36.6 million decrease in interest-bearing checking deposits.

Reworded

TotalOn December 31, 2025, the Bank had borrowings wereof $200.0 million from the Federal Home Loan Bank of Pittsburgh (FHLB). The Bank has additional funding capacity with the Federal Reserve, FHLB and correspondent banks.

Reworded

Shareholders’ equity increased $12.6$30.5 million (21.1%) from December 31, 2023.2024. Retained earnings increased $5.5$15.4 millionmillion, net of dividends of $5.6$5.8 million paid to shareholders during 2024.2025. The accumulated other comprehensive loss (AOCI) decreased from $40.9$35.5 million at year-end 20232024 to $35.5$21.6 million from a decrease in the unrealized loss ofin the investment portfolioportfolio. dueOn in part to the realization of losses on the previously mentioned security sales. At December 31, 2024, 2025, the book value of the Corporation’s common stock was $32.69$39.11 per share and tangible book value (1) was $30.65$37.10 per share. In January 2025, an open market repurchase plan was approved to repurchase 150,000 shares of common stock over a one-year period and 19,300 shares of common stock were repurchased in 2025 under the approved plan to fund the quarterly dividend reinvestment plan and Employee Stock Purchase Plan. In December 2025, a new repurchase plan to repurchase 150,000 shares through December 31, 2025.2026, was approved. The Bank is considered to be “well-capitalized” under regulatory guidanceguidelines as of December 31, 2024.2025.

Added

Average 2025 earning assets were $2.172 billion compared to $1.983 billion in 2024, an increase of $189.8 million (9.6%). The increase occurred primarily in the commercial real estate portfolio ($118.2 million) and the residential 1-4 family real estate portfolio ($51.9 million). The yield on earning assets increased from 5.16% in 2024 to 5.31% in 2025. For the fourth quarter of 2025, the yield on earning assets was 5.29%. Total deposits averaged $1.872 billion, an increase of 14.3% over the 2024 average of $1.638 billion. The cost of total deposits for 2025 was 1.85% compared to 1.89% for 2024.

Added

Nonaccrual loans totaled $8.5 million on December 31, 2025, and have increased from $266 thousand on December 31, 2024, but have decreased from $10.7 million on September 30, 2025. Nonaccrual loans were 0.55% of total gross loans on December 31, 2025, compared to 0.02% on December 31, 2024. The nonaccrual loans are comprised primarily of commercial real estate (CRE) loans totaling $8.1 million among four different loans to unrelated borrowers. The largest nonaccrual CRE loan is for a $7.1 million construction loan on a mixed-use commercial project. The construction loan is current on payments as of December 31, 2025, however, a specific reserve of $892 thousand has been established for this loan. The allowance for credit loss to loans ratio was 1.32% on December 31, 2025, up from 1.26% on December 31, 2024, primarily due to the addition of the specific reserve, previously mentioned. The allowance for credit losses (ACL) for unfunded commitments was $1.9 million and $2.0 million on December 31, 2025, and 2024, respectively.

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In 2024,2025, the Bank recorded gross loan charge-offs of $560$167 thousand, which were partially offset by $186$139 thousand of recoveries, resulting in net loan charge-offs of $374$28 thousand. For 2024,2025, the Corporation recorded $2.0$3.0 million as a provision for credit loss on loans. These changes resulted in an increase in the allowance for credit losses (ACL) on loans to $17.7$20.7 million at year-end 20242025 (1.26%1.32% of total loans), compared to $16.1$17.7 million at year-end 20232024 (1.28%1.26% of total loans). The provision for credit losses for unfunded commitments was $8a reversal of $131 thousand for 20242025 with a reserve balance of $1.9 million at year-end 2025, a decrease from $2.0 million at year-end 2024, unchanged from year-end 2023.2024. Management closely monitors the credit quality of the portfolio in order to ensure that an appropriate ACL is maintained. As part of this process, Management performs a comprehensive analysis of the loan portfolio considering delinquencies trends and events, current economic forecasts and conditions, and other relevant factors to determine the adequacy of the allowance for credit losses and the provision for credit losses. For more information, refer to the Loan Quality discussion and Table 10.

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Wealth management fees: These fees are comprised of asset management fees, estate administration and settlement fees, employee benefit plans, and commissions from the sale of insurance and investment products. Asset management fees are recurring in nature and are affected by the fair value of assets under management at the time the fees are recognized. Asset management fees totaled $8.4 million for 2025 and $7.8 million for 2024 and $6.9 million for 2023.2024. The fair value of trust assets under management was $1.169$1.421 billion at year-end, compared to $1.095$1.169 billion at the end of 2023.2024. Estate fees were $458 thousand in 2025 compared to $508 thousand in 2024 compared to $295 thousand in 2023.2024. By the nature of an estate settlement, these fees are considered nonrecurring. Commissions from the sale of insurance and investment products decreasedincreased by $58$21 thousand compared to 2023.the prior year.

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Gain on sale of loans: This category is comprised of fees from the sale of residential mortgages with servicing released in the secondary market. Due to higher origination volume, the Bank sold more loans in 20242025 compared to 2023.the prior year.

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Deposit fees: This category is comprised primarily of fees from overdrafts, an overdraft protection program, service charges, and account analysis fees. The decreaseincrease of $44$87 thousand in this category was due to aan lower volumeincrease of account analysis fees partially offset by a decrease in overdraft protection program fees.

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Other service charges and fees: The most significant items in this category include fees from the Bank’s merchant card program and ATM fees. ATMMerchants card program fees increased $184$39 thousand.thousand while ATM fees decreased $86 thousand compared to the prior year.

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Debit card income: Debit card fees are comprised of both a retail and business card program. Retail fees increased by $93$54 thousand, while business card fees increased $29$37 thousand.thousand compared to the prior year. The business debit card offers a cash back rewards program based on usage, while the retail debit card offers reward points based on usage. Debit card income is reported net of reward program expense.expenses.

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Net (losses) gains on sales of debt securities: For 2025, there were no sales of debt securities. The Bank took losses of $4.3 million on the sale of investment securities as part of a portfolio restructuring during the fourth quarter of 2024. The event is more thoroughly described on a Form 8-K previously filed by the Corporation on October 18, 2024.

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Other: This category increased in 2025 due to swap referral fees of $406 thousand and state sales tax refunds of $326 thousand.

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Salaries: This category is the largest noninterest expense category and increased by $1.3 million compared to the prior year from salary and commission increases due to merit and annual increases, and new positions.

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Salaries andEmployee benefits: This category is the largest noninterest expense category and includes expenses for salaries, health benefits, insurance, pension service, employment taxes and other employee benefit programs. This category increased by $3.9$1.3 million compared to the prior year from: salary and commission increases of $2.1 million due to merit and annual increases, and new positions, health insurance increasesincreased of$1.0 $703million, thousand,401K incentivematch compensationincreased plan$149 increasethousand of $532 thousand,and stock compensation expenseincreased of $151 thousand and 401K match increase of $125$147 thousand. See Note 17 of the accompanying consolidated financial statements for additional information on benefit plans.

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Net Occupancy: This category includes all of the expense associated with the properties and facilities used for bank operations such as depreciation, leases, maintenance, utilities and real estate taxes. The increase in 20242025 was partiallydue dueprimarily to aoverall newhigher communityoperating office in Linglestown, Dauphin County, which opened in the fall of 2024.expenses.

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Legal and professional fees: This category consists of fees paid to outside legal counsel, consultants, and audit fees.fees, which increased due to the Corporation moving to accelerated filer status with the SEC at the end of 2025.

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Data processing: The largest cost in this category is the expense associated with the Bank’s core processing system and related services and accounted for $2.2$2.4 million of the total data processing costs in 20242025 and $2.0$2.2 million in 2023.2024. The increase in 2024total data processing expenses for 2025 was due primarily to increases in softwarethe expenses.core processing system.

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Nonservice pension: The change in the nonservice pension expense was due to highera assetlower returnsexpected return on plan assets and amortization.higher interest costs. See Note 17 of the accompanying consolidated financial statements for additional information on benefit plans.

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Other: The decrease in 2025 was due to lower amortization of solar tax credits compared to 2024.

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Lease Termination: The lease termination in 2023 was for a long-term land lease held for a new community office that will not be constructed.

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Other: The largest increases in this category were in armored car expense ($100 thousand) due to additional services and amortization of solar tax credits ($235 thousand). All other increases are due primarily to overall higher operating expenses.

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In 2024,2025, the Corporation recorded a Federal income tax expense of $2.0$5.0 million compared to $2.2 million in 2023.2024. The effective tax rate was 19.2% for 2025 and 16.6% for 20242024. The Corporation’s 2025 and 13.7% for 2023, which reflects the benefit of $367 thousand in tax credits recorded during 2023. Without the tax credits, the Bank’s2024 effective tax raterates would have been 16.0% in 2023. The Corporation’s 2024 and 2023 effective tax rate waswere lower than its statutory rate due to the effect of tax-exempt income from certain investment securities, loans, and bank owned life insurance. For a more comprehensive analysis of Federal income tax expenseexpense, refer to Note 14 of the accompanying consolidated financial statements.

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Short-term interest-earning deposits, held primarily at the Federal Reserve, increaseddecreased to $105.3 million at December 31, 2025 from $183.8 million at December 31, 20242024, as these funds were used to support loan growth which exceeded deposit growth and cash flow from $3.6debt million at December 31, 2023, due to a new FHLB term borrowing of $200.0 million in 2024 which was not fully deployed during 2024.securities. Long-term interest-earning deposits decreased from $6.2 million at December 31, 2023 to $1.5 million at December 31, 2024.2024 to $999 thousand at December 31, 2025. The average balance of interest-earning deposits increased to $176.1 million in 2025 compared to $176.0 million in 2024 compared to $50.5 million in 2023.2024.

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Available for Sale (AFS) Securities

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The investment portfolio serves as a mechanism to invest funds if funding sources out pace lending activity, to provide liquidity for lending and operations, and provide collateral for deposits and borrowings. The mix of securities and investing decisions are made as a component of balance sheet management. DebtThe AFS portfolio holdings are classified by type of security issuer. Agency mortgage-backed and collateralized mortgage obligation securities includeare U.S.issued Governmentby Agencies,a U.S. Government Agency mortgage-backedor securities,a non-agencygovernment mortgage-backedsponsored securities,entity and securitized by pools are residential and commercial mortgages. Municipal securities are issued by state and municipallocal government bonds,entities and corporateconsist debtof primarilytaxable and tax-exempt securities. Many municipal securities have credit enhancements in the form of bank-issuedprivate bond insurance or other credit support. Corporate securities are mostly subordinated debt.notes issued by community banks with the remainder consisting of trust preferred securities. Non-Agency mortgage-backed and collateralized mortgage obligation securities are issued by private entities and securitized by residential and commercial mortgages. Many of these securities benefit from credit enhancements in the form of subordinated tranches and overcollateralization. Asset-backed securities are issued by or insured by a U.S. Government Agency and securitized by loan pools other than mortgages. The weighted average life of the portfolio is 5.65.4 years, the effective duration (which measures the change in fair value for a 1% change in interest rates) is 4.8%, and $177.9$353.5 million (fair value) is pledged as collateral for deposits.public deposits, trust deposits, FHLB borrowing commitments and Federal Reserve Bank discount window availability. The Bank has no investments in a single issuer that exceeds 10% of shareholders equity, except for U.S. Treasuries. All securities are classified as available for sale and all investment balances refer to fair value, unless noted otherwise. The following table presents the amortized cost and estimated fair value of investment securities by type at December 31 for the past two years:

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Table 3, previously presented, shows the two-year trend of average balances and yields on the investment portfolio. The tax-equivalent yield on the portfolio increased from 3.55%3.75% in 20232024 to 3.82%3.93% in 2024.2025. U.S.Municipal Agency mortgage-backed securitiesbonds and non-agencyAgency mortgage-backed securities comprise the largest sectors by fair value of the portfolio, approximately 33%30% and 29% respectively. The Bank expects that the portfolio will continue to remain concentrated in these investment sectors. The portfolio returned $97.3$72.5 million of principal cash flow in 20242025 while $136.3no millionfunds waswere invested into the portfolio during the year.

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Municipal Bonds: This sector holds $133.6$137.8 million or 26%30% of the total portfolio and the amortized cost decreased by $4.8$2.2 million year over year. The Bank’s municipal bond portfolio is well diversified geographically and is comprised of both tax-exempt (35%37% of the portfolio) and taxable (65%63% of the portfolio) municipal bonds. Sixty-eightSeventy percent (70%) of the portfolio are general obligation bonds and thirty-twothirty percent (30%) are revenue bonds. The portfolio holds bonds from 151150 issuers within 3432 states. The largest dollar exposures are in the states of Texas (16%15%), CaliforniaPennsylvania (13%) and PennsylvaniaCalifornia (13%12%). When purchasing municipal bonds, the Bank looks primarily to the underlying credit of the issuer as a sign of credit quality and then to any credit enhancement. The entire portfolio is rated “A” or higher by a nationally recognized statistical rating organization.

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Corporate Bonds: This sector is comprised primarily of $11.2 million of subordinate debt purchased from 31 different community bank issuers. The purchased subordinate notes, except two having 15-year maturities, were issued on 10-year maturities with initial 5-year fixed interest rates, after which the notes were callable by the issuers and converted to variable interest rates. At December 31, 2025, $5.2 million of the outstanding subordinate notes were callable and accruing interest at variable interest rates, while the remaining $6.0 million of outstanding subordinate notes were within their initial 5-year fixed interest rate periods and were not callable.

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Corporate Bonds: This sector is comprised primarily of $20.1 million of subordinate debt from 44 different community bank issuers.

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Agency Mortgage-backed and Collateralized Mortgage & Asset-backedObligation Securities (MBS): This sector holds $169.8$129.9 million, or 33%,29%, of the total portfolio.portfolio Thiswith sector$100.0 is comprised of bonds issued and guaranteed by the U.S. Government, a U.S. Government Agency, or a government sponsored entitymillion securitized by pools of residential mortgages and other$29.9 loanmillion assets.securitized by commercial mortgages.

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Non-Agency Mortgage-backed and Collateralized Mortgage & Asset-backedObligation Securities (ABS): This sector holds $149.2$111.7 million, or 29%,25%, of the total portfolio.portfolio Thiswith sector is comprised of senior private label first-lien commercial and residential mortgages. As senior position bonds, they benefit from credit support in the form of junior tranches and reserve funds that absorb loss prior to the senior bonds. This sector has $132.6$103.5 million of its fair valueAAA rated investment grade by a nationally recognized statistical rating organizationsorganization whileand $16.6$8.2 million of its fair value is nonrated.unrated.

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Asset-backed Securities: This sector holds $27.3 million, or 6%, of the total portfolio. The majority of these securities are student loan pools under the Federal Family Education Loan Program (FFELP) which are guaranteed by the U.S. Government.

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Allowance for Credit Losses: For securities with an unrealized loss, the Bank considers: (1) the extent to which the fair value is less than amortized cost; (2) adverse conditions specifically related to the security, industry or geographic area; (3) the payment structure of the debt security and the likelihood of the issuer being able to make payments that increase in the future; (4) failure of the issuer of the security to make scheduled interest or principal payments; and (5) any changes to the rating of the security by a rating agency. In addition, the Bank considers whether it intends to sell these securities or whether it will be forced to sell these securities before the earlier of amortized cost recovery or maturity. The Bank does not have the intent to sell and does not believe it will more likely than not be required to sell any of these securities prior to a recovery of their fair value to amortized cost. The debt securities in a loss position and subject to evaluation at December 31, 20242025 and 2023,2024, were determined not to be attributable to credit related factors; therefore, the Bank does not have an allowance for credit loss for these investments. During 2024, $42.4 million of securities were sold as part of a portfolio restructuring to take advantage of higher market interest rates. The realized pre-tax loss on these sales was $4.3 million.

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Equity Securities at Fair Value

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The Corporation owns one equity investment with a readily determinable fair value. At December 31, 2024, this investment was reported at fair value ($166 thousand) with changes in value reported through income in 2024.

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Loans Held for Sale:

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At December 31, 2026, the Bank had $18.9 million of loans held for sale, compared to $2.5 million at December 31, 2024. The increase is due primarily to a decision by the Bank during the fourth quarter of 2025 to sell $15.8 million of residential mortgage loans originated in prior years as held for investment loans. Upon the decision to sell the loans, they were reclassified as held for sale. The Bank has an agreement to sell the loans at a fixed price and the sale is expected to be completed early in the first quarter of 2026.

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Loans:

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Residential real estate: This category is comprised of first lien loans and, to a lesser extent, junior liens and lines of credit secured by residential real estate, as well as loans made to individuals secured by unimproved noncommercialnon-commercial real estate. Total residential real estate loans increased $45.0$45.6 million in 2024,2025, primarily in consumer first lien loans. In 2024,2025, the Bank originated $123.1$136.1 million in mortgages compared to $92.4$123.1 million in 2023,2024, including approximately $43.1$44.7 million for sale in the secondary market. The Bank does not originate or hold any loans that would be considered sub-prime or Alt-A and does not generally originate mortgages outside of its primary market area.

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Commercial real estate (CRE): This category includes commercial, industrial, and farm loans, where real estate serves as the primary collateral for the loan. This loan category increased by $99.6$100.2 million over the prior year. The three largest growth sectors by collateral in 20242025 were apartment buildings,buildings ($181.7 million), hotels & motels,motels ($102.2 million), and officedevelopment buildingsland which($97.0 totaled $49.1 million.million). Included in commercial real estate are approximately $615.0$714.1 million of nonowner occupied loans mostly located in the Bank’s market area of south-central Pennsylvania. The Bank’s CRE concentration ratio was 349.9% of risk-based capital at December 31, 2025 compared to 332.9% at December 31, 2024.

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Commercial: This category includes commercial, industrial, farm, agricultural, and tax-free loans. Collateral for these loans may include business assets or equipment, personal guarantees, or other non-real estate collateral. Commercial loans decreased $12.1$5.1 million over the 20232024 ending balance. At December 31, 2024,2025, the Bank had approximately $105$102 million of tax-free loans in its portfolio. This category also includes $7 thousand of PPP loans that are 100% guaranteed by the SBA, compared to $57 thousand at December 31, 2023.

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Watch list loans exhibit financial weaknesses that increase the potential risk of default or loss to the Bank. However, inclusion on the watch list, does not by itself,itself mean a loss is certain. The watch list includes both performing and nonperforming loans. Watch list loans totaled $21.5$58.8 million at year-end compared to $17.2$21.5 million one year earlier. At December 31, 2025, commercial real estate loans rated 7-Substandard increased by $15.7 million and commercial loans rated 6-OAEM increased by $21.6 million from the prior year end. Included in the watch list are $266$8.5 thousandmillion of nonaccrual loans at year-end 2024,2025, compared to $147$266 thousand at year-end 2023.2024. The composition of the watch list (loans rated 6, 7 or 8), by primary collateral, is shown in Note 6 of the accompanying financial statements.

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Delinquent loans are a result of borrowers’ cash flow and/or alternative sources of cash being insufficient to repay loans. The Bank’s likelihood of collateral liquidation to repay the loans becomes more probable the further behind a borrower falls, particularly when loans reach 90 days or more past due. Management monitors the performance status of loans by the use of an agingageing report. The agingageing report can provide an early indicator of loans that may become severely delinquent and possibly result in a loss to the Bank. See Note 6 in the accompanying financial statements for information on the agingage of payments in the loan portfolio.

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Loan quality, as measured by nonaccrual loans, totaled $8.5 million at December 31, 2025 compared to $266 thousand at December 31, 2024 compared to $147 thousand at December 31, 2023 and the nonperforming loan to total loans ratio was 0.55% at December 31, 2025 compared to 0.02% at December 31, 2024 compared to 0.01% at December 31, 2023.2024. Loans past due 90-days or more, but still accruing, totaled $2$5 thousand at December 31, 20242025 compared to $5$2 thousand at the prior year end. The increase in nonaccrual loans in 2025 was largely due to one commercial real estate loan for $7.1 million. This loan is a construction loan on a mixed-use commercial project. This construction loan is current on payments as of December 31, 2025, however, a specific reserve of $892 thousand has been established for this loan.

Added

As of December 31, 2025, the Bank had outstanding loans to a related party of a Bank Director who is considered an “insider” under Regulation O. The loans were originated in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with non-affiliated persons.

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The loans are currently classified as Substandard (rated 7) on the Bank’s internal credit risk rating system, indicating potential weaknesses that warrant management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loans. As of December 31, 2025, the outstanding balance of the loans was $4.7 million, and were not past due or on nonaccrual status.

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What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-10 (period ending 2026-06-30) with 10-Q filed 2026-05-11 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

There were no material changes in the Corporation’s risk factors during the six months ended June 30, 2026. For more information, refer to the Corporation’s 2025 Annual Report on Form 10-K.

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There were no material changes in the Corporation’s risk factors during the threesix months ended MarchJune 31,30, 2026, except as described below.2026. For more information, refer to the Corporation’s 2025 Annual Report on Form 10-K.
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There were no material changes in the Corporation’s risk factors during the threesix months ended MarchJune 31,30, 2026, except as described below.2026. For more information, refer to the Corporation’s 2025 Annual Report on Form 10-K.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New heading “Provision for Credit Losses”

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“Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025:”
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“Management utilizes a risk rating scale ranging from 1-Prime to 9-Loss to evaluate loan quality. This risk rating scale is used primarily for commercial purpose loans. Consumer purpose loans are identified as either a performing or nonperforming rating based on the performance status of the loans. Nonperforming loans are loans that are 90 days or more past due and still accruing. Loans rated 1 – 4 are considered pass credits. Loans that are rated 5-Pass Watch are credits that have been identified as credits that are likely to warrant additional attention and monitoring. …”
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“As of March 31, 2026, the Bank had outstanding loans to a related party of a Bank Director who is considered an “insider” under Regulation O. The Bank Director serves on the Board of Directors of the related party. The loans were originated in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with non-affiliated persons.”
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For the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

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There were no changes to the critical accounting policies disclosed in the 2025 Annual Report on Form 10-K in regards to application or related judgments and estimates used as of MarchJune 31,30, 2026. Please refer to Item 7 of the Corporation’s 2025 Annual Report on Form 10-K for a more detailed disclosure of the critical accounting policies.

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A summary of operating results for Franklin Financial Services Corporation for the three and six months ended MarchJune 31,30, 2026 are as follows:

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Net income: $6.6 million (basic and diluted earnings per share $1.47) for the second quarter of 2026 compared to $5.9 million (basic and diluted earnings per share $1.32) for the second quarter of 2025, an increase of 11.9%. Net income for the first six months of 2026 was $13.2 million (basic earnings per share $2.95 and diluted earnings per share $2.94) compared to $9.8 million (basic earnings per share $2.21 and diluted earnings per share $2.20) for the same period in 2025, an increase of 34.8% Wealth Management: $2.6 million in fees for the second quarter of 2026, an increase of 6.1% from $2.4 million in the second quarter of 2025. Fees were $4.9 million for the first six months of 2026 compared to $4.6 million for the first six months of 2025, an increase of 5.2%. Assets under management were $1.481 billion on June 30, 2026.

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Net income: $6.6 million ($1.48 per diluted share) for the first quarter of 2026. This is an increase of $594 thousand (9.8%) compared to $6.0 million ($1.35 per diluted share) for the fourth quarter of 2025 and an increase of $2.7 million (69.2%) compared to $3.9 million ($0.88 per diluted share) for the first quarter of 2025.

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Wealth Management: $2.3 million in fees for the first quarter of 2026, an increase of 4.1% from $2.2 million in the first quarter of 2025. Assets under management were $1.417 billion on March 31, 2026.

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Asset Growth: $2.298$2.335 billion in total assets on MarchJune 31,2026,30, 2026, an increase of 2.6%4.3% from $2.239 billion at year-end 2025.

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Loan Growth: Net loans totaled $1.552$1.589 billion on MarchJune 31,30, 2026, an increase of 0.7%3.1% from $1.541 billion on December 31, 2025.

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Quarterly Performance Metrics: Return on Average Assets (ROA) of 1.20%,1.14%, Return on Average Equity (ROE) of 15.13%,14.80%, and Net Interest Margin (NIM) of 3.53%,3.50%, on an annualized basis for the firstsecond quarter of 2026, compared to an ROA of 0.72%,1.04%, ROE of 10.80%15.64% and NIM of 3.05%3.21% for the firstsecond quarter of 2025.

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On AprilJuly 9,16, 2026, the Board of Directors declared $0.34 per share regular quarterly cash dividend for the secondthird quarter of 2026 to be paid on MayAugust 27,26, 2026, to shareholders of record at the close of business on MayAugust 1,7, 2026. This dividend represents a 3.0% increase over the secondthird quarter 2025 dividend.

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GAAP versus non-GAAP Presentations – The Corporation supplements its traditional GAAP measurements with certain non-GAAP measurements to evaluate its performance and to eliminate the effect of intangible assets. By eliminating intangible assets (Goodwill), the Corporation believes it presents a measurement that is comparable to companies that have no intangible assets or to companies that have eliminated intangible assets in similar calculations. However, not all companies may use the same calculation method for each measurement. The non-GAAP measurements are not intended to be used as a substitute for the related GAAP measurements. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. In the event of such a disclosure or release, the Securities and Exchange Commission’s Regulation G requires: (i) the presentation of the most directly comparable financial measure calculated and presented in accordance with GAAP and (ii) a reconciliation of the differences between the non-GAAP financial measure presented and the most directly comparable financial measure calculated and presented in accordance with GAAP. The following table shows the calculation of the non-GAAP measurements as of, or for the threesix months ended MarchJune 31,30, 2026 and 2025 and the year ended December 31, 2025.

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Comparison of the three months ended MarchJune 31,30, 2026 to the three months ended MarchJune 31,30, 2025:

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Tax equivalent net interest income increased $2.9$2.1 million to $18.8$19.6 million in the firstsecond quarter of 2026 compared to $15.9$17.5 million for the same period in 2025. Tax equivalent net interest income increased $1.9$1.8 million from balance sheet volume changes and $1.0$300 millionthousand from interest rate changes.

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For the firstsecond quarter of 2026, the provision for credit losses on loans was $202$1.6 thousandmillion compared to $750$704 thousand for the firstsecond quarter of 2025. The decreaseincrease is due primarily to a change in management’s reassessment of the municipal loans portfolio and qualitative factor decreases for municipal loans, which was partially offset by an increaseadditional of $671$934 thousand forof specific reserves on two collateral dependent loans to unrelated borrowers. See the Loan Quality discussion for additional information on these loans. The ACL ratio for loans was 1.32%1.36% on MarchJune 31,30, 2026 and 1.32% on December 31, 2025.

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The provision for credit losses on unfunded commitments was $19$39 thousand compared to $29reversal of $69 thousand for the same period in 2025. The ACL for unfunded commitments was $1.9$2.0 million on MarchJune 31,30, 2026 and December 31, 2025, respectfully.respectively. For more information refer to the Loan Quality and Allowance for Credit Losses discussion in the Financial Condition section.

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Noninterest Income

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For the firstsecond quarter of 2026, noninterest income, before securities transactions,income increased $791$46 thousand compared to the same period in 2025. Wealth Management fees increased, primarily because of growth in assets under management,management. Nearly all categories of noninterest income increased compared to the gainprior onyear saleperiod, ofbut loansincreases increasedwere duepartially tooffset by a one-timedecrease sale of mortgages andin other income increased from gainsa fromstate banktax ownedrefund lifereceived insurancein claims.2025.

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The following table presents a comparison of noninterest income for the three months ended MarchJune 31,30, 2026 and 2025:

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Noninterest Expense

Reworded

Noninterest expense for the firstsecond quarter of 2026 increased $776$220 thousand compared to the same period in 2025. Salary expense increased $243 thousand. Employee benefits increased $458 thousanddecreased, primarily in health insurance ($252$300 thousand),. andOther payroll taxes and benefits ($253 thousand) from the timing of an incentive compensation payout. The 2026 payout occurred in the first quarter of 2026 while the 2025 payout occurred in the second quarter of 2025. Legal and professional feesexpense increased primarily infrom auditarmored car expense and consultingin fees.loan collection expense.

Reworded

The following table presents a comparison of noninterest expense for the three months ended MarchJune 31,30, 2026 and 2025:

Reworded

For the firstsecond quarter of 2026, total income tax was $1.7$1.6 million, comprised of $1.4$1.5 million in Federal income tax and $229$89 thousand in state income taxes. Income tax for the firstsecond quarter increased by $780$228 thousand compared to the firstsecond quarter of 2025, due to higher pre-tax income in 2026. The effective tax rate for the firstsecond quarter of 2026 was 20.1%19.9% compared to 18.5%19.3% for the same period in 2025. The federal statutory tax rate is 21% for 2026 and 2025.

Added

Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025:

Added

Tax equivalent net interest income increased $5.0 million to $38.3 million in the first six months of 2026 compared to $33.3 million for the same period in 2025. Tax equivalent net interest income increased $3.6 million from balance sheet volume changes and $1.4 million from interest rate changes.

Added

The following table presents average balances, tax-equivalent (T/E) interest income, and yields earned or rates paid on the assets or liabilities. Loans are classified by type of collateral and residential loans include commercial purpose loans and nonaccrual loans are included in the average loan balance used to calculate the yield. All nontaxable interest income has been adjusted to a tax-equivalent basis using a tax rate of 21%.

Added

Provision for Credit Losses

Added

For the first half of 2026, the provision for credit losses on loans was $1.8 million compared to $1.5 million for the same period in 2025. The increase is due primarily to an additional $1.0 million of specific reserves on two collateral dependent loans to unrelated borrowers, which was partially offset by a change in management’s reassessment of the municipal loans portfolio and qualitative factor decreases for municipal loans. See the Loan Quality discussion for additional information on these loans. The ACL ratio for loans was 1.36% on June 30, 2026 and 1.32% on December 31, 2025.

Added

The provision for credit losses on unfunded commitments was $58 thousand compared to a reversal of $40 thousand for the same period in 2025. The ACL for unfunded commitments was $2.0 million on June 30, 2026 and $1.9 million on December 31, 2025, respectively. For more information refer to the Loan Quality and Allowance for Credit Losses discussion in the Financial Condition section.

Added

For the first half of 2026, noninterest income, before securities transactions, increased $838 thousand compared to the same period in 2025. Wealth Management fees increased, primarily because of growth in assets under management, the gain on sale of loans increased due to a one-time sale of mortgages and deposit service charges and fees increased due to a higher volume of account analysis fees.

Added

The following table presents a comparison of noninterest income for the six months ended June 30, 2026 and 2025:

Added

Noninterest expense for the first half of 2026 increased $995 thousand compared to the same period in 2025. Salaries increased $304 thousand. Legal and professional fees increased primarily in audit and consulting fees, and PA shares tax expense increased in 2026 compared to the same period in 2025. FDIC insurance decreased due to an improvement in performance metrics.

Added

The following table presents a comparison of noninterest expense for the six months ended June 30, 2026 and 2025:

Added

Provision for Income Taxes

Added

For the first half of 2026, total income tax was $3.3 million, comprised of $3.0 million in Federal income tax and $319 thousand in state income taxes. Income tax for the first half of 2026 increased by $1.0 million compared to the first half of 2025, due to higher pre-tax income in 2026. The effective tax rate for the first half of 2026 was 20.0% compared to 19.0% for the same period in 2025. The federal statutory tax rate is 21% for 2026 and 2025.

Removed

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA makes permanent certain provisions from the Tax Cuts and Jobs Act and modifies other tax provisions. These provisions have various effective dates. We continue to evaluate the impact of the new legislation but do not expect it to have a material impact on the Corporation’s financial statements.

Reworded

Cash and cash equivalents totaled $210.8$195.0 million on MarchJune 31,30, 2026, an increase of $83.1$67.3 million from the prior year-end balance of $127.7 million.million, as deposit growth has outpaced loan growth during the first half of 2026. Short-term interest-earning deposits are held primarily at the Federal Reserve ($183.1$168.9 million).

Reworded

Available for Sale (AFS) Securities: At MarchJune 31,30, 2026, the AFS securities portfolio had an amortized cost of $465.3$481.4 million, a decrease of $16.1 millionunchanged from the prior year-end, and a fair value of $436.5$452.3 million, a decrease of $18.1$2.2 million from the prior year-end. During the first threesix months of 2026, the portfolio returned $17.2$33.0 million of principal and $1.2$33.2 million was purchased. The Bank did not sell any investments in the first threesix months of 2026. The AFS portfolio had a net unrealized loss of $28.8$29.1 million at MarchJune 31,30, 2026 compared to a net unrealized loss of $26.8 million at the prior year-end. The AFS portfolio averaged $449.3$444.6 million with a tax equivalized yield of 3.57%3.50% for the threesix months ended MarchJune 31,30, 2026. This compares to an average of $504.0$489.5 million and a tax-equivalized yield of 4.15%4.07% for the same period in 2025.

Reworded

Restricted Stock at Cost: The Bank held $8.9$9.0 million of restricted stock at MarchJune 31,30, 2026 and $8.9 million at December 31, 2025. Except for $30 thousand, this investment represents stock in Federal Home Loan Bank of Pittsburgh (the FHLB). The Bank is required to hold this stock to be a member of FHLB and it is carried at cost of $100 per share. The level of FHLB stock held is determined by FHLB and is comprised of a minimum membership amount plus a variable activity amount. FHLB stock is evaluated for impairment primarily based on an assessment of the ultimate recoverability of its cost. As a government sponsored entity, FHLB has the ability to raise funding through the U.S. Treasury that can be used to support its operations. There is no public market for FHLB stock and the benefits of FHLB membership (e.g., liquidity and low-cost funding) add value to the stock beyond purely financial measures. Management intends to remain a member of the FHLB and believes that it will be able to fully recover the cost basis of this investment.

Reworded

Total residential real estate loans increased by $13.4$24.7 million over the prior year-end, primarily in consumer first lien loans. For the first threesix months of 2026, the Bank originated $25.6$62.1 million in mortgages, including $11.1$25.5 million for sale through the secondary market compared to $23.0$54.8 million of total originations for the same period in 2025. The Bank does not originate or hold any loans that would be considered sub-prime or Alt-A and does not generally originate mortgages outside of its primary market area.

Reworded

Residential real estate construction: This category contains loans for the vertical construction of 1-4 family residential properties. The largest component of this category ($32.4$38.4 million) represents loans for individuals to construct personal residences, while loans to residential real estate developers totaled $24.4$15.7 million at MarchJune 31,30, 2026. The Bank’s exposure to residential construction loans is concentrated primarily in south central Pennsylvania. All real estate construction loans are underwritten in the same manner, regardless of the use of an interest reserve.

Reworded

Commercial real estate (CRE): This category includes commercial, industrial, farm and agricultural loans and land development loans, where real estate serves as the primary collateral for the loans. Total commercial real estateCRE loans increased to $909.1$949.4 million at MarchJune 31,30, 2026 from $903.6 million at the end of the prior year. Included in commercial real estateCRE are approximately $725$755 million of nonowner occupied loans located primarily in the Bank’s market area of south-central Pennsylvania. The Bank’s CRE concentration ratio is 344.7%348.2% of risk-based capital at MarchJune 31,30, 2026 compared to 349.9% at December 31, 2025.

Reworded

Included in CRE are real estate construction loans totaling $208.2$220.7 million. At MarchJune 31,30, 2026, the Bank had $84.0$94.3 million in real estate construction loans funded with an interest reserve and capitalized $734$1.3 thousandmillion of interest in the first threesix months of 2026 from these reserves on active projects for commercial construction. Real estate construction loans are monitored on a regular basis by either an independent first-partythird-party inspector or the assigned loan officer depending on loan amount or complexity of the project. This monitoring process includes at a minimum, the submission of invoices and AIA documents (depending on the complexity of the project) detailing costs incurred by the borrower, on-site inspections, and a signature by the assigned loan officer for disbursement of funds.

Reworded

Commercial: This category includes commercial, industrial, farm, agricultural, and municipal loans. Commercial loans decreased $11.5$19.6 million to $214.0$205.9 million at MarchJune 31,30, 2026, compared to $225.5 million at the end of the prior year. On MarchJune 31,30, 2026, the Bank had $97.9$97.8 million in tax-free loans compared to $102.0 million at December 31, 2025.

Reworded

Participations: The Bank may supplement its own commercial loan production by purchasing loan participations. These participations are primarily located in south-central Pennsylvania. On MarchJune 31,30, 2026, the outstanding commercial participations were $97.2$96.4 million, or 8.0%,7.8%, of commercial purpose loans and 6.2%6.0% of total gross loans compared to $100.8 million at December 31, 2025, or 8.2%, of commercial purpose loans and 6.5% of total gross loans. The Bank’s total exposure (including outstanding balances and unfunded commitments) to purchased participations is $125.7$118.7 million, compared to $129.3 million at December 31, 2025. The commercial loan participations are comprised of $26.5$23.6 million of commercial loans and $70.7$72.8 million of CRE loans, reported in the respective loan class.

Reworded

Consumer loans: This category had a balance of $10.7$8.2 million at MarchJune 31,30, 2026, compared to $9.7 million at prior year-end and is comprised primarily of installment loans and personal lines of credit.

Added

Management utilizes a risk rating scale ranging from 1-Prime to 9-Loss to evaluate loan quality. This risk rating scale is used primarily for commercial purpose loans. Consumer purpose loans are identified as either a performing or nonperforming rating based on the performance status of the loans. Nonperforming loans are loans that are 90 days or more past due and still accruing. Loans rated 1 – 4 are considered pass credits. Loans that are rated 5-Pass Watch are credits that have been identified as credits that are likely to warrant additional attention and monitoring. Loans rated 6-Other Asset Especially Mentioned (OAEM) or worse begin to receive enhanced monitoring and reporting by the Bank. Loans rated 7-Substandard or 8-Doubtful exhibit the greatest financial weakness and present the greatest possible risk of loss to the Bank. Nonaccrual loans are rated no better than 7-Substandard. The following represent some of the factors used in determining the risk rating of a borrower: cash flow, debt coverage, liquidity, management, and collateral. Risk ratings, for pass credits, are generally reviewed annually for term debt and at renewal for revolving or renewing debt. The Bank monitors overall loan quality of the portfolio by reviewing three primary measurements: (1) loans rated 6-OAEM or worse (collectively “watch list”), (2) delinquent loans, and (3) net-charge-offs.

Removed

Management monitors loan performance on a monthly basis and performs a quarterly evaluation of the adequacy of the Allowance for Credit Loss for loans (ACL). The Bank begins enhanced monitoring of all loans rated 6–Other Assets Especially Mentioned or worse and obtains a new appraisal or asset valuation for any loans placed on nonaccrual and rated 7 - Substandard or worse. Management, at its discretion, may determine that additional adjustments to the appraisal or valuation are required. Valuation adjustments will be made as necessary based on factors, including, but not limited to: the economy, deferred maintenance, industry, type of property/equipment, age of the appraisal, etc. and the knowledge Management has about a particular situation. In addition, the cost to sell or liquidate the collateral is also estimated and deducted from the valuation in order to determine the net realizable value to the Bank. When determining the ACL, certain factors involved in the evaluation are inherently subjective and require material estimates that may be susceptible to significant change, including the amounts and timing of future cash flows. Management monitors the adequacy of the ACL on an ongoing basis and reports its adequacy quarterly to the Board Enterprise Risk Management Committee of the Board of Directors. Management believes the ACL at March 31, 2026 is adequate based on currently available information.

Reworded

Watch list loans (commercial loans rated 6, 7,7 or 8) exhibit financial weaknesses that increase the potential risk of default or loss to the Bank. However, inclusion on the watch list, does not by itself,itself mean a loss is certain. The watch list includes both performing and nonperforming loans. Watch list loans totaled $52.7$51.6 million onat MarchJune 31,30, 2026 compared to $58.8 million at December 31, 2025. The watch list includes both performing and nonperforming loans. Included in the watchlist total are $8.5 million of nonaccrual loans as of March 31, 2026 and December 31, 2025. The credit composition of the watch list,list (commercial loans rated 6, 7 or 8), by primary collateralcollateral, is shown in Note 6 of the accompanying financial statements.

Added

The composition of the Watch list by risk rating is shown below:

Reworded

Delinquent loans are a result of borrowers’ cash flow and/or alternative sources of cash being insufficient to repay loans. The Bank’s likelihood of collateral liquidation to repay the loans becomes more probable the further behind a borrower falls, particularly when loans reach 90 days or more past due. Management monitors the performance status of loans by the use of an aging report. The aging report can provide an early indicator of loans that may become severely delinquent and possibly result in a loss to the Bank. See Note 6 in the accompanying financial statements for ainformation table that presentson the agingage of payments in the loan portfolio.

Reworded

Nonaccruing loans generally represent Management’s determination that the borrower will be unable to repay the loan in accordance with its contractual terms and that collateral liquidation may or may not fully repay both interest and principal. It is the Bank’s policy to evaluate the probable collectability of principal and interest due under terms of loan contracts for all loans 90-days or more past due,more, nonaccrual loans, or individually evaluatedimpaired loans. Further, it is the Bank’s policy to discontinue accruing interest on loans that are not adequately secured and in the process of collection. Upon determination of nonaccrual status, the Bank subtracts any current year accrued and unpaid interest from its income, and any prior year accrued and unpaid interest from the allowance for creditloan losses. Management continually monitors the status of nonperforming loans, the value of any collateral and potential offor risk of loss. Nonaccrual loans are rated no better than 7-Substandard.

Reworded

The Bank’s Loan Management Committee reviews these loans and risk ratings on a quarterly basis in order to proactively identify and manage problem loans. In addition, a committee meets monthly to discuss possible workout strategies for all credits rated 7-Substandard or worse. Management also tracks other commercial loan risk measurements including high loan to value loans, concentrations, participations and policy exceptions and reports these to the Board Enterprise Risk Management Committee of the Board of Directors. The Bank also uses an external loan review consultant to assist with internal loan review with a goal of reviewing up to 80% of commercial loans each year. The FDIC defines certain supervisory loan-to-value lending limits. The Bank’s internal loan–to-value limits are all equal to or have a lower loan-to-value limit than the supervisory limits. However, in certain instances, the Bank may make a loan that exceeds the supervisory loan-to-value limit. OnAt MarchJune 31,30, 2026, the Bank had loans of $15.6$15.0 million (7.0%0.9% of risk-basedgross capitalloans) that exceeded the supervisory loan-to value limit, compared to 7.4%1.0% at year-endthe 2025.prior year end.

Added

Loan quality, as measured by nonaccrual loans, totaled $17.7 million at June 30, 2026 compared to $8.5 million at December 31, 2025 and the nonperforming loan to total loans ratio was 1.10% at June 30, 2026 compared to 0.55% at December 31, 2025. Loans past due 90-days or more, but still accruing, totaled $5 thousand at June 30, 2026 and December 31, 2025. The increase in nonaccrual loans in 2026 was largely due to one commercial real estate loan for $8.8 million that was put on nonaccrual in the second quarter of 2026. This loan is current on payments as of June 30, 2026 and a specific reserve of $734 thousand has been established for this loan based on its risk rating and collateral values.

Added

The nonaccrual loans are comprised primarily of two (2) CRE loans to unrelated borrowers totaling $17.4 million. Of these two CRE loans, one is for a matured $7.0 million construction loan on a mixed-use commercial project. During the second quarter, the Bank committed to provide additional funding of up to $2.5 million (with $1.6 million advanced as of June 30, 2026) to fully enclose the property and protect the collateral, and to pay all past due construction costs. In total, $8.6 million is in nonaccrual for this borrower as of June 30, 2026. As part of this funding commitment, a forbearance agreement was signed by the developer that ceased all construction until funding from new sources was acquired, established specific performance criteria for the developer, and established specific remedies for the Bank in the event of non-compliance with the forbearance agreement. Based on a discounted “as-is” appraisal received in the first quarter of 2026 and the additional funding committed, the Bank increased its specific reserve from $1.0 million on March 31, 2026, to $1.2 million on June 30, 2026. The second CRE loan totals $8.8 million and is secured by six (6) commercial office buildings. This loan is a purchased participation loan where the Bank is not the lead lender. The loan was placed on nonaccrual status during the second quarter of 2026, and as of June 30, 2026, the Bank has a specific reserve of $734 thousand based on a recent appraisal.

Added

The Bank may modify loans to borrowers experiencing financial difficulty (BEFD) by providing modifications such as principal forgiveness, term extension, an other-than-insignificant payment delay or interest rate reduction. When principal forgiveness is provided, the amount of forgiveness is charged-off against the allowance for credit loss. The Bank may also provide multiple types of concessions on one loan.

Added

During the second quarter of 2026, the Bank provided modifications to two unrelated BEFD. One $7.0 million CRE loan was modified with a term extension that had a more-than-significant payment delay. As of June 30, 2026, this loan had matured and repayment has been delayed under the terms of a forbearance agreement. As part of the forbearance agreement, the Bank has committed to lend $2.5 million to the borrower and had advanced $1.6 million as of June 30, 2026, for a total of $8.6 million outstanding to this BEFD as of June 30, 2026. The payment terms of the new loan are also covered by the terms of the forbearance agreement. This loan is on nonaccrual status as of June 30, 2026, and a $1.2 million specific reserve has been established for this loan. The second loan modification was for an $8.8 million CRE loan that was granted interest only payments until the third quarter of 2026 when it is scheduled to return to full principal and interest payments. The Bank has no commitment to lend additional amounts to this borrower. As of June 30, 2026, this loan was on nonaccrual and had a specific reserve of $734 thousand.

Removed

Loan quality, as measured by nonaccrual loans, totaled $8.5 million on March 31, 2026 and December 31, 2025 and the nonperforming loans to gross loans ratio was 0.54% at March 31, 2026 compared to 0.55% on December 31, 2025. Loans past due 90-days or more, but still accruing, totaled $17 thousand on March 31, 2026. The nonaccrual loans are comprised primarily of commercial real estate (CRE) loans totaling $7.7 million between four different loans to unrelated borrowers, and one commercial (C&I) loan for $621 thousand. The largest of the four nonaccrual CRE loans is for a $7.0 million construction loan on a mixed-use commercial project which was past due in the 30-59 day aging bucket as of March 31, 2026. The Bank is in continual communication with the developer regarding the funding required to complete the project, the source of funds, as well as other options available to the Bank to protect its interest. The Bank is currently working with the developer on a plan to jointly fund the completion of enclosing the property to protect the collateral. A discounted “as-is” appraisal was received in the first quarter of 2026 and as a result the Bank increased its specific reserve to $1.0 million on March 31, 2026, from $892 thousand on December 31, 2025. As of March 31, 2026, the Bank created a specific reserve of $557 thousand for the previously mentioned nonaccrual C&I loan, based on the valuation of business assets held as collateral.

Removed

In addition to monitoring nonaccrual loans, the Bank also closely monitors loans to borrowers experiencing financial difficulty when, based on current information and events, it is probable that the Bank will be unable to collect all interest and principal payments due according to the originally contracted terms of the loan agreement.

Removed

Modifications to borrowers experiencing financial difficulty may include interest rate reductions, principal or interest forgiveness, forbearances, term extensions, and other actions intended to minimize economic loss and to avoid foreclosure or repossession of collateral. As of March 31, 2026 and December 31, 2025, there were no modifications made to borrowers experiencing financial difficulty.

Removed

As of March 31, 2026, the Bank had outstanding loans to a related party of a Bank Director who is considered an “insider” under Regulation O. The Bank Director serves on the Board of Directors of the related party. The loans were originated in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with non-affiliated persons.

Showing the first 60 of 81 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

FRAF insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 4 Form 4 filings (1 insider, 4 trade dates, 67 shares, about $4.0K) and open-market sales in 1 filing (1 insider, 1 trade date, 1,400 shares, about $80.8K). Net open-market shares: -1,333 (purchases minus sales); net value about -$76.8K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-28Snook Gregory I
Director
Grant/award 103$62.65 $6.5K9,657 SEC
2026-09-28Kerlin Stanley J
Director
Grant/award 125$62.65 $7.8K27,451 SEC
2026-09-28Fisher Daniel J
Director
Grant/award 78$62.65 $4.9K30,396 SEC
2026-09-28Elliott G Warren
Director
Grant/award 39$62.65 $2.4K18,286 SEC
2026-09-28Duffey Gregory A
Director
Grant/award 51$62.65 $3.2K24,079 SEC
2026-09-28Craig Kevin W
Director
Grant/award 172$62.65 $10.8K27,939 SEC
2026-08-26Duffey Gregory A
Director
Open-market purchase 16$62.08 $99324,028 SEC
2026-07-31Weaver Matthew D
SVP, Chief Marketing Officer
Shares withheld for tax 1,070$63.11 $67.5K4,910 SEC
2026-07-31Weaver Matthew D
SVP, Chief Marketing Officer
Option exercise 2,250$30.00 $67.5K5,980 SEC
2026-07-29Heckman Lorie M.
EVP, Chief Risk Officer
Option exercise 2,500$34.10 $85.2K9,686 SEC
2026-07-29Heckman Lorie M.
EVP, Chief Risk Officer
Shares withheld for tax 1,333$63.99 $85.3K8,353 SEC
2026-07-29Duffey Gregory A
Director
Open-market purchase 16$64.08 $1.0K23,911 SEC
2026-07-29Carmack Karen K
SVP, Chief HR Officer
Shares withheld for tax 1,200$63.99 $76.8K7,727 SEC
2026-07-29Carmack Karen K
SVP, Chief HR Officer
Option exercise 2,250$30.00 $67.5K7,732 SEC
2026-07-29Carmack Karen K
SVP, Chief HR Officer
Shares withheld for tax 1,055$63.99 $67.5K6,677 SEC
2026-07-29Carmack Karen K
SVP, Chief HR Officer
Option exercise 2,250$34.10 $76.7K8,927 SEC
2026-06-29Snook Gregory I
Director
Grant/award 102$63.21 $6.4K9,536 SEC
2026-06-29Kerlin Stanley J
Director
Grant/award 124$63.21 $7.8K27,261 SEC
2026-06-29Fisher Daniel J
Director
Grant/award 78$63.21 $4.9K30,318 SEC
2026-06-29Elliott G Warren
Director
Grant/award 39$63.21 $2.5K18,151 SEC
2026-06-29Duffey Gregory A
Director
Grant/award 50$63.21 $3.2K23,895 SEC
2026-06-29Craig Kevin W
Director
Grant/award 174$63.21 $11.0K27,765 SEC
2026-06-01Long David M
SVP, Chief Technology Officer
Grant/award 16$47.51 $7601,601 SEC
2026-06-01Hollar Mark R
SEVP/CFO
Grant/award 136$47.51 $6.5K17,296 SEC
2026-06-01Giustini Louis J
SVP, CRSO
Grant/award 82$47.51 $3.9K1,933 SEC
2026-06-01Carroll Charles Benner Jr
President & COO
Grant/award 109$47.51 $5.2K6,035 SEC
2026-06-01Carmack Karen K
SVP, Chief HR Officer
Grant/award 7$47.51 $3335,482 SEC
2026-06-01Best Craig W
CEO
Grant/award 246$47.51 $11.7K17,559 SEC
2026-05-27Duffey Gregory A
Director
Open-market purchase 17$58.88 $1.0K23,845 SEC
2026-05-26Butz Steven D
EVP, CCSO
Open-market sale 1,400$57.73 $80.8K5,610 SEC
2026-04-29Duffey Gregory A
Director
Open-market purchase 18$55.35 $99623,723 SEC
2026-04-29Carroll Charles Benner Jr
President & COO
Grant/award 1,020— —5,918 SEC

Well-known investors holding FRAF (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Citadel Advisors (Ken Griffin) COM2026-06-3020,639$1.1M—Sold out
AQR Capital Management (Cliff Asness) COM2026-06-3014,136$884.9K0.0%Added 91%
Millennium Management (Israel Englander) COM2026-06-3011,148$697.9K0.0%Reduced 73%
Renaissance Technologies COM2026-06-308,400$525.8K0.0%Reduced 65%
Two Sigma Investments COM2026-06-307,731$484.0K0.0%Reduced 2%

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when FRAF files, watchlists and downloadable comparisons.