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

Our commercial banking operations are concentrated in Alabama.Alabama and the Florida Panhandle. As of December 31, 2024,2025, most of our total loans were to borrowers located in Alabama, primarily central and south Alabama. As a result, our financial condition and results of operations and cash flows are affected by changes in the economic conditions of the state or the regions of which it is a part. Our success depends to a significant extent upon the business activity, population, income levels, deposits, and real estate activity in this market. Although our customers’ business and financial interests may extend outside these areas, adverse economic conditions that affect those areas could reduce our growth rate, affect the ability of our customers to repay their loans, affect the value of collateral underlying loans, impact our ability to attract deposits, and generally affect our financial conditionscondition and results of operations. Because of our geographic concentration, we may be less able than other regional or national financial institutions to diversify our credit risks across multiple markets.

We focus our business development and marketing strategy primarily to serve the banking and financial services needs of small to medium-sized businesses and entrepreneurs. These customers may have fewer financial resources in terms of capital or borrowing capacity than larger entities. If economic conditions negatively impact the Alabama marketand Florida markets generally, and small to medium-sized businesses are adversely affected, our financial condition and results of operations may be negatively affected.

Beginning March 2020, we were in a low interest rate environment. In March 2020, the target federal funds rate decreased 150 bps to a range of 0.00% to 0.25% and remained at that rate until March 2022, when the Federal Reserve began increasing the target federal funds rate. The Federal Reserve increased the target federal funds rate by 25 bps in March 2022; 50 bps in May 2022; 75 bps in each of June, July, September, and November 2022; and 50 bps in December 2022, resulting in a range of 4.25% to 4.50% as of December 31, 2022. The Federal Reserve then increased the target federal fund rate by 25 bps in each of February, March, May, and July 2023, resulting in a range of 5.25% to 5.50% as of December 31, 2023. The Federal Reserve then decreased the target federal fund rate by 50 bps in September 2024, and 25 bps in each of November and December 2024, resulting in a range of 4.25% to 4.50% as of December 31, 2024. The Federal Reserve then decreased the target federal fund rate by 25 bps in each of September, October, and December resulting in a range of 3.50% to 3.75% as of December 31, 2025. The Federal Reserve has been noncommittal on potential rate decisions for 2025.2026.

Our yield on loans may decrease as a result of decreasing interest rates. Additionally, our deposits may face competitive pressures. Additionally, increasing rates to combat inflation may negatively impact the economies generally, which can impact loan activity. Increasing rates may also negatively impact the value of our investment securities portfolio.

Financial institutions are the subject of significant legislative and regulatory changes and may be the subject of further significant legislation or regulation in the future, none of which is within our control. New proposals for legislation continue to be introduced in the U.S. Congress that could further substantially increase regulation of the bank and non-bank financial services industries, impose restrictions on the operations and general ability of firms within the industry to conduct business consistent with historical practices, including in the areas of compensation, interest rates, financial product offerings, and disclosures, and have an effect on bankruptcy proceedings with respect to consumer residential real estate mortgages, among other things. Federal and state regulatory agencies also frequently adopt changes to their regulations or change the manner in which existing regulations are applied. For example, recently the CFPB issued a Request For Information seeking public input on fees imposed by banks on consumer financial products and services (such as NSF fees, overdraft fees and overdraft practices) and has indicated that changes may be forthcoming in this area. Changes to statutes, regulations, or regulatory policies, including changes in their interpretation or implementation by regulators, could affect us in substantial and unpredictable ways. Such changes could, among other things, subject us to additional costs and lower revenues, limit the types of financial services and products that we may offer, ease restrictions on non-banks and thereby enhance their ability to offer competing financial services and products, increase compliance costs, and require a significant amount of management’s time and attention. Failure to comply with statutes, regulations, or policies could result in sanctions by regulatory agencies, civil monetary penalties, or reputational damage, each of which could have a material adverse effect on our business, financial condition, and results of operations.

We are required by federal and state regulatory authorities to maintain adequate capital levels to support our operations. New regulations implementing minimum capital standards could require financial institutions to maintain higher minimum capital ratios and may place a greater emphasis on common equity as a component of “Tier 1 capital,” which consists generally of shareholders’ equity and qualifying preferred stock, less certain goodwill items and other intangible assets. In order to support our operations and comply with regulatory standards, we may need to raise capital in the future. Our ability to raise additional capital will depend on conditions in the capital markets at that time, which are outside of our control, and on our financial performance. Institutions that seek acquisitions are expected to maintain capital substantially above regulatory minimums. Accordingly, we cannot assure you of our ability to raise additional capital, if needed, on favorable terms. The capital and credit markets have experienced significant volatility in recent years. In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength. If we cannot raise additional capital when needed, our financial condition and results of operations may be adversely affected, and we could be subject to regulatory enforcement action, including receivership. Furthermore, our issuance of additional shares of our common stock could dilute the economic ownership interest of our stockholders.

The Bank Secrecy Act, the USA PATRIOT Act of 2001, and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti- moneyanti-money laundering program and file suspicious activity and currency transaction reports when appropriate. In addition to other bank regulatory agencies, the federal Financial Crimes Enforcement Network of the Department of the Treasury is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the state and federal banking regulators, as well as the U.S. Department of Justice, Consumer Financial Protection Bureau, Drug Enforcement Administration, and Internal Revenue Service. We are also subject to increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control of the Department of the Treasury regarding, among other things, the prohibition of transacting business with, and the need to freeze assets of, certain persons and organizations identified as a threat to the national security, foreign policy, or economy of the United States. If we are deemed deficient in these areas, we could be subject to fines and regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including our acquisition plans. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us as well as a material adverse effect on our business, financial condition, results of operations, and future prospects.

An active, liquid market for our common stock may not develop or be sustained, which may impair your ability to sell your shares.

regulatory developments; and other news, announcements, or disclosures (whether by us or others) related to us, our competitors, our core markets, or the bank and non-bank financial servicesservice industries.

Dramatic declines in the housing market during recentthe years,last significant economic downturn, along with increasing foreclosures and unemployment, resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities and major commercial and investment banks. These write-downs, initially of mortgage-backed securities but spreading to credit default swaps and other derivative securities, caused many financial institutions to seek additional capital, to merge with larger and stronger institutions, and, in some cases, to fail. This market turmoil and tightening of credit led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility, and widespread reduction of business activity generally. Although conditions have improved, a return of these trends could have a material adverse effect on our business and operations. Negative market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, causing increases in delinquencies and default rates, which may impact our charge-offs and provisions for loan and credit losses. Economic deterioration that affects household and/or corporate incomes could also result in reduced demand for credit or our fee-based products and services.

Our allowance for estimated credit losses may not be adequate to cover actual loancredit losses, which may require us to take a charge to earnings and adversely impact our financial condition and results of operations.

We maintain an allowance for estimated credit losses that we believe is adequate to absorb any probable losses in our loan portfolio. Management determines the amount of the allowance based upon an analysis of general market conditions, credit quality of our loan portfolio and performance of our customers relative to their financial obligations with us. We periodically evaluate the loan portfolio for risk grading, which can result in changes in our allowance. The amount of future losses is affected by changes in economic, operating, and other conditions, including changes in interest rates, which may be beyond our control, and such losses may exceed the allowance for estimated loancredit losses. Although we believe that our allowance for estimated credit losses is adequate to absorb any probable losses on existing loans that may become uncollectible, there can be no assurance that the allowance will prove sufficient to cover actual loancredit losses in the future. If actual losses exceed the estimate, the excess losses could adversely affect our net income and capital. Such excess could also lead to larger allowances for credit losses in future periods, which could in turn adversely affect new income and capital in those periods. If economic conditions differ substantially from the assumptions used in the estimate, or if the performance of our loan portfolio deteriorates, future losses may occur, and increases in the allowance may be necessary, either of which would have a negative effect on our financial condition and results of operations.

We are a bank holding company headquartered in Prattville, Alabama. We operate one subsidiary bank – River Bank and Trust (“RB&T” or the “Bank”). Through the Bank, we provide a broad array of financial services to businesses, business owners and professionals through twenty-three full-service banking officesoffices, one loan production office in Alabama, and one loan production office in Alabama.Florida.

Our net income was $42.1 million in 2025, compared with $31.3 million in 2024, compared with $26.7 million in 2023.2024. The largest contributing factors leading to the increase in net income and other highlights include the following: Average interest earning assets in 20242025 were $3.14$3.44 billion compared to $2.81$3.14 billion in 2023,2024, and the higher level of interest earning assets led to an increase in net interest income from $79.3 million in 2023 to $94.4 million in 2024.2024 to $121.7 million in 2025. The increase in interest earning assets was also accompanied by an increase in the net interest margin from 3.01% in 2024 to 3.53% in 2025.

The effective yield on our loan portfolio increased from 5.52% in 2023 to 6.29% in 2024.2024 to 6.52% in 2025. The increase in the yield was mainly attributable to steadilyexisting increasingloans interestrepricing at current rates in linecombined with fedloan funds rate increases.growth.

Average total investment securities in 20242025 were $661.6$690.6 million compared to $691.4$661.6 million in 2023.2024. Almost all cash flow generated from the investment portfolio in 20242025 was usedreinvested toback fundinto loanthe growth.investment portfolio.

Average non-interest bearing deposits saw a slight decreasegrew from $657.8 million in 2023 to $649.3 million in 2024.2024 to $662.9 million in 2025. With risingdeclining deposit rates, customers were more apt to movemaintain funds toin interestnon-interest bearing deposit accounts.

Our noninterest income decreased from $20.6 million in 2023 to $15.4 million in 2024.2024 to $10.5 million in 2025. The decrease primarily resulted from an increase in losses on the sale of investments and a decrease in Community Development Financial Institution award grants in 2024.2025.

Net interest income increased $15.1$27.2 million, or 19.09%,28.82%, to $94.4$121.7 million for the year ended December 31, 2024,2025, compared to $79.3$94.4 million for 2023.2024. The increase was due to an increase in interest income of $37.8$27.5 million, resulting from higher levels of loan volume and loan yields. The increase in interest income was primarily due to a 14.94%10.28% increase in average loans outstanding during 20242025 compared to 20232024 combined with an increase in loan yields from 5.52% in 2023 to 6.29% in 2024.2024 to 6.52% in 2025. The resulting net interest margin increased to 3.53% for 2025 from 3.01% for 2024 from 2.82% for 2023.2024. During 2024,2025, interest bearing liabilities averaged $2.53$2.77 million, compared to $2.25$2.53 million during 2023,2024, an increase of $275.6$241.3 million, or 12.23%.9.54%. The average cost of funds also increaseddecreased from 2.35% in 2023 to 2.99% in 2024.2024 to 2.74% in 2025.

Interest-earning assets averaged $3.44 billion for 2025, compared to $3.14 billion for 2024, compared to $2.81 billion for 2023, an increase of $327.5$304.5 million, or 11.65%.9.70%. Average loans increased $305.3$241.3 million during 20242025 to $2.59 billion from $2.35 billion from $2.04 billion in 2023.2024. The mix of average earning assets also shifted from investment securities to loans. As a percentage of average total earning assets, average loans increased from 72.7% in 2023 to 74.9% in 2024.2024 to 75.2% in 2025. The yield on average interest-earning assets increased 7132 basis points to 5.44%5.76% during 2024,2025, compared to 4.73%5.44% for 2023.2024. The yield on earning assets increased primarily due to theloans increaserepricing inat interestcurrent rates fromand 2023organic toloan 2024 .growth. During 2024,2025, loan yields increased 7723 basis points to 6.29%,6.52%, which was coupled with significant growth in loan average volume.growth.

Interest-bearing liabilities averaged $2.77 billion for 2025, compared to $2.53 billion for 2024, compared to $2.25 billion for 2023, an increase of $275.6$241.3 million. The increase in average volume occurred from organic growth. The average rate paid on interest-bearing liabilities was 2.99%2.74% for 2024,2025, compared to 2.35%2.99% for 2023.2024. During recent years,2025, we have benefited from the historically lowfalling interest rates and repriced time deposits at maturity at the lower current market rates, and we have also lowered rates on other deposit accounts to lower market rates where possible. However, theThe increase in total interest expense from $53.0 million in 2023 to $75.7 million in 2024 to $75.9 million in 2025 was mainly attributable to the steady increase in our costaverage ofinterest fundsbearing as a result of market conditions where deposit rates had to be increased to keep up with market demands.deposits.

On January 1, 2023, we adopted ASC 326, which introduced the current expected credit losses (CECL) methodology and required us to estimate all expected credit losses over the remaining life of our loans. Accordingly, theThe provision for credit losses represents a charge to earnings necessary to establish an allowance for credit losses that, in management's evaluation, is adequate to provide coverage for all expected credit losses. During the year ended December 31, 2024,2025, we recorded a provision for credit losses of $5.8$7.2 million compared to $5.2$5.8 million during the year ended December 31, 2023.2024. The increase to the provision for credit losses resulted from the growth of our overall loan portfolio. Net loan charge-offs increased from $643 thousand in 2023 to $2.7 million in 2024.2024 to $3.3 million in 2025. The allowance for credit losses is increased by a provision for credit losses, which is a charge to earnings, and is decreased by charge-offs and increased by loan recoveries. In determining the adequacy of our allowance for credit losses, we consider our historical loan loss experience, the general economic environment, the overall portfolio composition, and other information. As these factors change, the level of credit loss provision changes. If it is determined that a loan needs to be individually assessed, the Credit Administration department determines the proper measure of fair value for each loan based on one of three methods: (1) the present value of expected future cash flows discounted at the loan’s effective interest rate; (2) the loan’s observable market price; or (3) the fair value of the collateral if the loan is collateral dependent, less costs of sale or disposal. If the measurement of the fair value of the loan is more or less than the amortized cost basis of the loan, the Credit Administration department adjusts the specific allowance associated with that individual loan accordingly.

Income tax expense of $9.8$12.5 million and $6.8$9.8 million was recognized during the years ended December 31, 20242025 and 2023,2024, respectively. The increase in income tax expense during 20242025 was mainly due to the increase in net income coupled with less federal tax credits for the year.income. The effective tax rate for the year 20242025 was 23.8%22.9% compared to 20.4%23.8% for the year 2023.2024. The effective tax rates are affected by items of income and expense that are not subject to federal and state taxation.

Our total assets increased $347.0$205.2 million, or 10.72%,5.73%, from $3.24 billion at December 31, 2023, to $3.58 billion at December 31, 2024.2024, to $3.79 billion at December 31, 2025. Net loans increased by $243.7$222.8 million during 20242025 and investment securities decreasedincreased $15.0$12.9 million in 2024.2025. Cash and cash equivalents increaseddecreased by $113.2$57.2 million during 2024.2025.

The organic, or non-acquired, growth in our loan portfolio is attributable to our ability to attract new customers from other financial institutions and overall growth in our markets. Much of our loan growth has come from moving customers from other financial institutions to RB&T. We have also been successful in building banking relationships with new customers. We have hired several new bankers in the markets that we serve, and these employees have been successful in transitioning their former clients and attracting new clients to RB&T. Our bankers are expected to be involved in their communities and to maintain business development efforts to develop relationships with clients, and our philosophy is to be responsive to customer needs by providing decisions in a timely manner. In addition to our business development efforts, many of the markets that we serve have shown signs of economic recovery over the last few years.

Total nonperforming assets increased $2.7$4.8 million to $13.4 million at December 31, 2025, from $8.7 million at December 31, 2024, from $6.0 million at December 31, 2023.2024. Total nonperforming assets as a percentage of total assets increased 33% from 0.18% at December 31, 2023 to 0.24% at December 31, 2024.2024 to 0.35% at December 31, 2025. Improving asset quality has been and will continue to be a primary focus of management.

Total stockholders’ equity at December 31, 20242025 was $227.1$293.6 million, or 6.3%7.8% of total assets. At December 31, 2023,2024, total stockholders’ equity was $198.3$227.1 million, or 6.1%6.3% of total assets. The increase in shareholders’ equity for 20242025 was mainly attributable to net income of $31.3$42.1 million and decrease in accumulated other comprehensive loss of $28.4 million.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 that could materially affect the Company’s business, financial condition or future results. The risks described in the Company’s Annual Report on Form 10-K may not be the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results in the future. No material changes in the Risk Factors previously reported have occurred.

We are a bank holding company headquartered in Prattville, Alabama. We engage in the business of banking through our wholly-owned banking subsidiary, River Bank & Trust, which we may refer to as the “Bank” or “River Bank.” Through the Bank, we provide a broad array of financial services to businesses, business owners, professionals, and consumers. As of MarchJune 31,30, 2026, we operated twenty-four full-service banking offices in Alabama in the cities of Montgomery, Prattville, Millbrook, Wetumpka, Auburn, Opelika, Gadsden, Alexander City, Daphne, Clanton, Dothan, Enterprise, Mobile, Decatur, Huntsville, Saraland, Birmingham, Florence, and Tuscaloosa, Alabama.Alabama Theand Bank also has been approved for aone full service office in Destin, Florida which is currently operating as a loan production office.Florida.

Overview of FirstSecond Quarter 2026 Results

Net income was $14.1$13.8 million in the quarter ended MarchJune 31,30, 2026, compared with $8.5$12.1 million in the quarter ended MarchJune 31,30, 2025. Several significant measures from the 2026 firstsecond quarter include:

Net interest margin (taxable equivalent) of 3.73%,3.70%, compared with 3.31%3.41% for the firstsecond quarter of 2025.

Net interest income increase of $5.6$4.9 million for the quarter ended MarchJune 31,30, 2026, representing a 20.15%16.48% rate of increase over the quarter ended MarchJune 31,30, 2025.

Annualized return on average earning assets for the quarter ended MarchJune 31,30, 2026 of 1.55%1.47% compared with 0.99%1.38% for the quarter ended MarchJune 31,30, 2025.

Annualized return on average equity for the quarter ended MarchJune 31,30, 2026 of 18.59%17.97% compared with 14.34%19.45% for the quarter ended MarchJune 31,30, 2025.

Loan increase of $25.8$102.7 million during the quarter ended MarchJune 31,30, 2026, representing a 3.80%14.99% annualized growth rate.

Securities increase of $36.2$16.2 million during the quarter ended MarchJune 31,30, 2026, representing a 19.43%8.31% annualized increase for the quarter.

Deposit increase of $123.2$54.7 million during the quarter ended MarchJune 31,30, 2026, representing a 14.81%6.34% annualized growth rate.

Stockholders’ equity increase of $4.1$12.3 million during the quarter ended MarchJune 31,30, 2026, representing a 5.61%16.56% annualized increase.

Book value per share of $38.91$40.55 at MarchJune 31,30, 2026, compared with $38.71 per share at December 31, 2025.

Tangible book value per share of $35.29$36.94 at MarchJune 31,30, 2026, compared with $35.05 at December 31, 2025.

Comparison of the Results of Operations for the three and six months ended MarchJune 31,30, 2026 and 2025

The following is a narrative discussion and analysis of significant changes in our results of operations for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025.

During the three months ended MarchJune 31,30, 2026, our net income was $14.1$13.8 million, compared to $8.5$12.1 million for the three months ended MarchJune 31,30, 2025, an increase of $5.7$1.8 million, or 67.26%.14.57%. The primary reason for the increase in net income for the firstsecond quarter of 2026 as compared to the firstsecond quarter of 2025 was an increase in net interest income offset by an increase in noninterest expense. During the three months ended MarchJune 31,30, 2026, net interest income was $33.3$34.4 million compared to $27.8$29.5 million for the three months ended MarchJune 31,30, 2025, an increase of $5.6$4.9 million, or 20.15%.16.48%. This increase is a result of loan growth and higher yields on new and repricing loans. Total noninterest income for the firstsecond three monthsquarter of 2026 was $5.7$6.1 million compared to $1.9$5.1 million in the first three months of 2025. This increase in noninterest income was primarily the result of the gain on sales of investment securities which totaled $8.3 thousand in the first three months of 2026 compared to the loss on sales of investment securities which totaled $3.4 million in the first three months of 2025. Total noninterest expense in the first quarter of 2026 increased $1.6 million, or 9.35%, from the firstsecond quarter of 2025. The most significant increases were attributable to the $1.8$350.0 thousand increase in service charges and fees. Total noninterest expense in the second quarter of 2026 increased $2.9 million, or 16.93%, from the second quarter of 2025. The most significant increases were attributable to the $2.1 million increase in salaries and employee benefits.benefits relating to our employee growth.

Comparison of net interest income for the three months ended MarchJune 31,30, 2026 and 2025

The following table shows, for the three months ended MarchJune 31,30, 2026 and 2025, the average balances of each principal category of our earning assets and interest bearing liabilities and the average taxable equivalent yields on assets and average costs of liabilities. These yields and costs are calculated by dividing the income or expense by the average daily balance of the associated assets or liabilities (amounts in thousands).

The following table reflects, for the three months ended MarchJune 31,30, 2026 and 2025, the changes in our net interest income due to variances in the volume of interest earning assets and interest bearing liabilities and variances in the associated rates earned or paid on these assets and liabilities (amounts in thousands).

Total interest income for the three months ended MarchJune 31,30, 2026 was $51.1$53.1 million and total interest expense was $17.8$18.7 million, resulting in net interest income of $33.3$34.4 million for the period. For the same period of 2025, total interest income was $46.2$48.3 million and total interest expense was $18.5$18.8 million, resulting in net interest income of $27.8$29.5 million for the period. This represents a 20.15%16.48% increase in net interest income when comparing the same period from 2026 and 2025. When comparing the variances related to interest income for the three months ended MarchJune 31,30, 2026 and 2025, the increase was primarily attributed to increases in average volumes in loans and loan and investment security yields. The volume related increase in interest income for the three months ended MarchJune 31,30, 2026 was accompanied by an increase in the yield on loans and investment securities. When comparing variances related to interest expense for the three months ended MarchJune 31,30, 2026 and 2025, the decrease primarily resulted from a decrease in deposit interest rates and a reduction in FHLB advances outstanding. The decrease in interest expense resulting from interest rate decreases was partially offset by an increase in the average volume of deposits.

The provision for credit losses represents a charge to earnings necessary to establish an allowance for credit losses that, in management's evaluation, is adequate to provide coverage for all expected credit losses. As a result of evaluating the allowance for credit losses at MarchJune 31,30, 2026, management recorded a provision for credit losses of $2.01 million in the firstsecond quarter of 2026 compared to $1.69 million in the firstsecond quarter of 2025. For the six months ended June 30, 2026, management recorded a provision for credit losses of $4.0 million compared to $3.4 for the same period in 2025. The increased provision for credit losses allocated was primarily due to the growth of our overall loan portfolio. In management’s evaluation, our allowance for credit losses reflects an amount we believe appropriate, based on our allowance assessment methodology, to adequately cover all expected future losses as of the date the allowance is determined.

Noninterest income for the three months ended MarchJune 31,30, 2026 was $5.7$6.1 million compared to $1.9$5.1 million for the same period in 2025. The most significant increase in noninterest income was due to a gain on sales of investment securities of $8.0$350.0 thousand for the three months ended March 31, 2026 compared to a $3.4 million loss on sales of investment securities for the same periodincrease in 2025.service Thecharges mostand significant decrease in noninterest income was an overall decrease in other noninterest income of $629 thousand which related to one time contract revenue negotations that were recognized in 2025.fees.

Noninterest expense for the three months ended MarchJune 31,30, 2026 totaled $18.4$20.3 million compared with $16.9$17.3 million for the same period of 2025. The overall increase was primarily a result of the increase in salaries and employee benefits coinciding with growth in the number of employees that was offset by the decrease in legalfederal deposit insurance and other professionalregulatory services.assessments. LegalFederal deposit insurance and other professionalregulatory servicesassessments decreased $980$155 thousand, or 74.81%,21.26%, to $330$574 thousand in the firstsecond three monthsquarter of 2026 from $1.3$729 millionthousand in the firstsecond three monthsquarter of 2025. $913 thousand of the decrease related to one time professional fees paid for vendor contract negotiations in 2025. Salaries and employee benefits increased $1.8$2.1 million, or 18.93%,19.47%, to $11.6$13.1 million in the insecond the first three monthsquarter of 2026 from $9.8$11.0 million in the firstsecond three monthsquarter of 2025.

We recognized income tax expense of $4.5$4.4 million for the three months ended MarchJune 31,30, 2026, compared to $2.6$3.5 million for the three months ended MarchJune 31,30, 2025. The effective tax rate for the three months ended MarchJune 31,30, 2026 was 24.0%24.1% compared to 23.5%22.5% for the same period in 2025. The effective tax rate is affected by levels of items of income that are not subject to federal and/or state taxation and by levels of items of expense that are not deductible for federal and/or state income tax purposes.

Comparison of Financial Condition at MarchJune 31,30, 2026 and December 31, 2025

Our total assets increased $127.9$230.4 million, or 3.38%,6.08%, from December 31, 2025 to MarchJune 31,30, 2026. Loans, net of deferred fees and discounts, increased $25.8$128.5 million, or 0.95%,4.73%, from December 31, 2025 to MarchJune 31,30, 2026. Securities available-for-sale increased by $37.3$54.8 million, or 5.94%,8.71%, and securities held-to-maturity decreased by $1.1$2.3 million, or 0.94%,1.95%, from December 31, 2025 to MarchJune 31,30, 2026, respectively. Cash and cash equivalents increased $58.1$28.8 million, or 45.18%22.40% from December 31, 2025 to MarchJune 31,30, 2026. Total deposits increased $123.2$177.9 million, or 3.70%,5.35%, from December 31, 2025 to MarchJune 31,30, 2026 which funded of our loan growth. Total stockholders’ equity increased $4.1$16.4 million, or 1.40%5.62% from December 31, 2025 to MarchJune 31,30, 2026.

During the threesix months ended MarchJune 31,30, 2026, we purchased investment securities totaling $63.4$134.7 million and sold investment securities with proceeds received of $5.2$36.5 million including net realized gainslosses of $8.3$91.3 thousand.

The following tables summarize the amortized cost, gross unrealized gains, gross unrealized losses, and fair value of debt securities at MarchJune 31,30, 2026 and December 31, 2025 (amounts in thousands).

Loans are the largest category of interest earning assets and typically provide higher yields than other types of interest earning assets. Associated with the higher loan yields are the inherent credit and liquidity risks which management attempts to control and counterbalance. Total loans averaged $2.73$2.79 billion during the three months ended MarchJune 31,30, 2026, or 74.6%74.1% of average interest earning assets, as compared to $2.51$2.54 billion, or 73.1%72.7% of average interest earning assets, for the three months ended MarchJune 31,30, 2025. At MarchJune 31,30, 2026, total loans were $2.74$2.84 billion, compared to $2.71 billion at December 31, 2025, an increase of $25.8$128.5 million, or 0.95%.4.73%.

The following table provides a summary of the loan portfolio as of MarchJune 31,30, 2026, and December 31, 2025.

Real estate loans are the largest component of our loan portfolio and include residential real estate loans, commercial real estate loans, and construction and land development loans. At MarchJune 31,30, 2026, this category totaled $2.10$2.16 billion, or 76.54%75.70% of total gross loans, compared to $2.08 billion, or 76.57%, at December 31, 2025. Real estate loans increased $19.3$74.1 million, or 0.93%,3.56%, during the period December 31, 2025 to MarchJune 31,30, 2026. Commercial loans increased $557$40.2 thousand,million, or 0.13%9.40% during the same period. Our management team and lending officers have a great deal of experience and expertise in real estate lending and commercial lending.

The repayment of loans is a source of additional liquidity for us. The following table sets forth our variable rate and fixed rate loans maturing within specific intervals at MarchJune 31,30, 2026.

The following table details the composition of our deposit portfolio as of MarchJune 31,30, 2026, and December 31, 2025.

Total deposits were $3.45$3.51 billion at MarchJune 31,30, 2026, an increase of $123.2$177.9 million from December 31, 2025 with the increase resulting mainly in the balances of money market accounts and non-interesttime bearingcertificates demandof deposit$250 accounts.thousand or more. Some of our demand deposit accounts are seasonal and have expected balance fluctuations. The seasonality of these demand deposits is related to property tax collections and to agricultural production.

The following table presents the Bank’s time certificates of deposits by various maturities as of MarchJune 31,30, 2026 (amounts in thousands).

We supplement our deposit funding with wholesale funding when needed for balance sheet planning and management or when the terms are attractive and will not disrupt our offering rates in our markets. A source we have used for wholesale funding is the Federal Home Loan Bank of Atlanta (FHLB). The line of credit with the FHLB is secured by pledges of various loans in our loan portfolio. At MarchJune 31,30, 2026, the FHLB line of credit available was $458.6$447.9 million and at December 31, 2025 it was $456.8 million. As of MarchJune 31,30, 2026 and December 31, 2025, we had $135.0 million $100.0 million Federal Home Loan Bank advances outstanding.outstanding, respecitvely. We also have lines of credit for federal funds borrowings with other banks that totaled $120.0 million and $100.0 million at MarchJune 31,30, 2026 and December 31, 2025, respectively. Furthermore, we have pledged certain loans to the Federal Reserve Bank (FRB) to secure a line of credit. At MarchJune 31,30, 2026, the FRB line of credit available was $423.8$415.7 million and at December 31, 2025, the FRB line of credit available was $401.8 million. Another source that we have used for wholesale funding is the Federal Reserve Bank discount window. At both MarchJune 31,30, 2026 and December 31, 2025, we had no borrowings outstanding with the Federal Reserve Bank discount window.

Cash and cash equivalents at MarchJune 31,30, 2026 and December 31, 2025, were $186.6$157.3 million and $128.5 million, respectively. Based on recorded cash and cash equivalents, management believes River Financial Corporation’s liquidity resources were sufficient at MarchJune 31,30, 2026 to fund loans and meet other cash needs as necessary.

Financial instruments whose contract amount represents credit risk at MarchJune 31,30, 2026 and December 31, 2025 were as follows (amounts in thousands):

While our liquidity monitoring and management considers both present and future demands for and sources of liquidity, the following table of contractual commitments focuses only on future obligations as of MarchJune 31,30, 2026 (amounts in thousands).

At MarchJune 31,30, 2026 and December 31, 2025, total stockholders’ equity was $297.7$310.1 million and $293.6 million, respectively. The increase of approximately $4.1$16.4 million resulted mainly from the net change in retained earnings and accumulated other comprehensive loss for the threesix months ended MarchJune 31,30, 2026. Retained earnings for the first threesix months of 2026 increased $6.3$20.2 million while accumulated other comprehensive loss also increased $2.9$4.2 million. The ratio of stockholders’ equity to total assets was 7.60%7.72% and 7.75% at MarchJune 31,30, 2026 and December 31, 2025, respectively.

Management believes, as of MarchJune 31,30, 2026 and December 31, 2025, that the Company and Bank meet all capital adequacy requirements to which they are subject. The following tables present the Company's and Bank’s capital amounts and ratios as of MarchJune 31,30, 2026 and December 31, 2025 with the required minimum levels for capital adequacy purposes including the capital conservation buffer under Basel III and minimum levels to be well capitalized (as defined) under the regulatory prompt corrective action regulations.

River Financial Corporation’s principal source of funds for dividend payments and debt service is dividends received from River Bank. There are statutory limitations on the payment of dividends by River Bank to River Financial Corporation. As of MarchJune 31,30, 2026, the maximum amount the Bank could dividend to River Financial Corporation without prior regulatory authority approval was approximately $77.8$84.3 million. In addition to dividend restrictions, federal statutes prohibit unsecured loans from banks to bank holding companies.

During the threesix months ending MarchJune 31,30, 2026 there were 6,5007,500 incentive stock options issued with a weighted average exercise price of $32.64$33.19 per share. During the same period, there were 63,59466,594 incentive stock options exercised at a weighted average exercise price of $17.25$17.61 per share. Included in the 63,59466,594 incentive stock options exercised during the same period were 3,042 cashless stock options. During the same period, there were no incentive stock options forfeited. During the same period, there were no stock options that expired. A total of 258,100256,100 incentive stock options were outstanding as of MarchJune 31,30, 2026 with a weighted average exercise price of $28.41$28.48 per share and a weighted average remaining life of 4.214.01 years.

During the threesix months ending MarchJune 31,30, 2026 there were 17,650 restricted stock grants issued with a weighted average issue price of $32.70 per share. During the same time period, there were 29,50033,600 stock grants that vested with a weighted average issue price of $31.31.$31.50. During the same time period, there were no stock grants forfeited. A total of 123,683119,583 restricted stock grants remained nonvested as of MarchJune 31,30, 2026 with a weighted average remaining life of 2.552.38 years.

The following table illustrates our interest rate sensitivity at MarchJune 31,30, 2026, assuming the relevant assets and liabilities are collected and paid, respectively, based upon historical experience rather than their stated maturities (amounts in thousands).