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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

July 23, 2026

Date of Report (Date of earliest event reported)

Citizens & Northern Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania

  ​ ​ ​

0-16084

  ​ ​ ​

23-2451943

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Ident. No.)

90-92 Main Street, Wellsboro, Pennsylvania

16901

(Address of principal executive offices)

(Zip Code)

(570) 724-3411

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

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

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

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

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

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

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

Title of each class

Trading Symbol

Name of each exchange on which 
registered

Common Stock, par value $1.00 per share

 

CZNC

 

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

ITEM 2.02. Results of Operations and Financial Condition

Citizens & Northern Corporation (the “Company”) announced unaudited, consolidated financial results for the three and six month periods ended June 30, 2026. On July 23, 2026, the Company issued a press release titled “C&N Declares Dividend and Second Quarter 2026 Unaudited Financial Results,” a copy of which is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits

(a)    Not applicable.

(b)    Not applicable.

(c)    Not applicable.

(d)    Exhibits.

Exhibit 99: Press Release issued by Citizens & Northern Corporation dated July 23, 2026, titled “C&N Declares Dividend and Announces Second Quarter 2026 Unaudited Financial Results.”

Exhibit 104: Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CITIZENS & NORTHERN CORPORATION

 

 

 

Date: July 23, 2026

By:

/s/ Mark A. Hughes

Mark A. Hughes

 

 

Treasurer and Chief Financial Officer

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EX-99 2 cznc-20260723xex99.htm EX-99

Exhibit 99

Graphic

 

 

Contact:  Charity Frantz

July 23, 2026

 

570-724-0225

 

 

charityf@cnbankpa.com

C&N DECLARES DIVIDEND AND ANNOUNCES SECOND QUARTER 2026 UNAUDITED FINANCIAL RESULTS

For Immediate Release:

Wellsboro, PA – Citizens & Northern Corporation (“C&N”) (NASDAQ: CZNC) announced its most recent dividend declaration and its unaudited, consolidated financial results for the three-month and six-month periods ended June 30, 2026. C&N’s principal activity is community banking, and its largest subsidiary is Citizens & Northern Bank (the “Bank”).

Referring to second quarter 2026 results, Brad Scovill, C&N’s President and CEO noted, “This was a really good bounce-back quarter from an earnings perspective with net income of $14.1 million or $0.79 per share. We had nice revenue growth, net interest margin expansion and loan recoveries in excess of charge-offs. You can see the positive contribution of the Susquehanna acquisition in the $11.5 million increase in year-to-date pre-tax, pre-provision net revenue over the amount for the first six months of 2025 and in the continued improvement in the efficiency ratio to 60% for the second quarter 2026. We made some progress in the second quarter on problem loan workouts as evidenced by our net recoveries and slightly improved non-performing loans and non-performing assets ratios.  While total loans receivable decreased at June 30, 2026 as compared to the prior quarter-end and year-end amounts due to pay-offs of a few larger commercial purpose loans, originations were reasonably strong. Based on our pipelines, we are optimistic about the prospects for profitable loan growth in the second half of this year.”

Dividend Declared

On July 23, 2026, C&N’s Board of Directors declared a regular quarterly cash dividend of $0.28 per share payable August 14, 2026, to shareholders of record as of August 3, 2026.

Highlights:

Net income was $14,057,000, or $0.79 per diluted share for the second quarter 2026 as compared to $273,000, or $0.02 per diluted share in the first quarter 2026 and $6,117,000, or $0.40 per diluted share in the second quarter 2025. Net income for the six months ended June 30, 2026 was $14,330,000, or $0.81 diluted earnings per share, up from $12,410,000, or $0.80 diluted earnings per share for the first six months of 2025.
Pre-tax, pre-provision net revenue (“PPNR”), a non-GAAP financial measure, was $15,815,000 for the second quarter 2026 as compared to $14,142,000 for the first quarter 2026 and $10,273,000 for the second quarter of 2025. PPNR was $29,957,000 for the six months ended June 30, 2026 as compared to $18,424,000 for the six months ended June 30, 2025. PPNR measures the strength of C&N’s core earnings from recurring operations independent of credit volatility. The higher PPNR results in the two most recent quarters include the net impact of growth in net interest income, noninterest income and noninterest expense resulting from C&N’s acquisition of Susquehanna Community Financial, Inc. (“Susquehanna”) on October 1, 2025. PPNR includes net interest income and noninterest income, net of noninterest expense, but excludes the (credit) provision for credit losses, realized gains or losses on securities, the income tax provision, merger-related expenses and other nonrecurring items included in earnings. See Table 12 for additional information.
C&N recorded a credit for credit losses (reduction in expense) of $1,846,000 in the second quarter 2026 as compared to a provision for credit losses of $13,602,000 in the first quarter 2026. The credit for credit losses in the second quarter 2026 included the impact on the allowance for credit losses (“ACL”) of changes in qualitative factors, net recoveries of $403,000 and a reduction in loans receivable. In comparison, the provision for credit losses in the first quarter 2026 was primarily driven by the impact on the ACL of net charge-offs totaling $10,808,000. As described in more detail under Asset Quality, the elevated level of net charge-offs in the first quarter 2026 included a charge-off of $10,056,000 on a non-owner occupied commercial real estate loan. For the six months ended June 30, 2026, the provision for credit losses was $11,756,000, up from $2,590,000 for the first six months of 2025.

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Net interest income for the second quarter 2026 increased $1,164,000 over the total for the first quarter 2026 and $8,476,000 over the total for second quarter 2025. For the first six months of 2026, net interest income was $16,955,000 higher than in the corresponding period of 2025. The net interest margin increased 0.09% to 4.07% for the second quarter 2026 from 3.98% for the first quarter 2026 and increased 0.55% from 3.52% for the second quarter 2025. The net interest margin increased 0.57% to 4.02% for the first six months of 2026 from 3.45% for the corresponding period of 2025.
Total loans receivable was $36,003,000 lower at June 30, 2026 compared to March 31, 2026, mainly due to  higher pay-downs and pay-offs of some larger commercial-purpose loans in the second quarter 2026. Average loans receivable increased $17,226,000, or 2.9% (annualized), for the second quarter 2026 as compared to the total for the first quarter 2026. Average loans receivable increased $473,193,000, or 24.9%, for the six months ended June 30, 2026 as compared to the first six months of 2025.
At June 30, 2026, C&N’s highly liquid sources of available funds totaled $1.387 billion, or 169.1% of uninsured deposits and 212.6% of uninsured and uncollateralized deposits.

Balance Sheet

Total assets were $3,151,984,000 at June 30, 2026 down from $3,164,340,000 at March 31, 2026 and up from $2,610,875,000 at June 30, 2025.
Cash and due from banks totaled $82,537,000 at June 30, 2026, up from $54,798,000 at March 31, 2026 and down from $99,619,000 at June 30, 2025.
The fair value of available-for-sale debt securities totaled $496,829,000 at June 30, 2026, down from $497,367,000 at March 31, 2026 and up from $406,052,000 at June 30, 2025.  The increase in available-for-sale debt securities from June 30, 2025 included the impact of purchases of available-for-sale debt securities from funding provided by proceeds from the sale of most of the securities acquired from Susquehanna.
Gross loans receivable totaled $2,348,847,000 at June 30, 2026, down $36,003,000 from total loans at March 31, 2026 and up $429,589,000 from total loans at June 30, 2025. On October 1, 2025, $393,587,000 of loans receivable were recorded pursuant to the acquisition of Susquehanna. The reduction in loans receivable at June 30, 2026 as compared to March 31, 2026 included a decrease of $16,396,000 in loans to political subdivisions and a decrease in commercial construction and land loans of $11,708,000. The reductions in outstanding loans to political subdivisions and commercial construction and land loans were caused primarily by pay-offs of one loan within each category.
Deposits totaled $2,603,735,000 at June 30, 2026, up $3,682,000 from March 31, 2026 and $493,959,000 from June 30, 2025. Deposits of $501,488,000 were assumed from Susquehanna, effective October 1, 2025. Average total deposits increased $17,245,000, or 2.7% (annualized) during the second quarter 2026 from the first quarter 2026 and were $493,355,000 or 23.8% higher for the six months ended June 30, 2026 as compared to the first six months of 2025.
The outstanding balance of borrowed funds, including Federal Home Loan Bank advances, repurchase agreements, senior notes and subordinated debt, totaled $170,035,000 at June 30, 2026, down $23,011,000 from March 31, 2026 and $14,215,000 from June 30, 2025. On June 1, 2026, senior notes totaling $15,000,000 matured and were redeemed.  Also on June 1, 2026, the interest rate on subordinated notes totaling $25,000,000 adjusted from a fixed rate of 3.25% to a variable rate that will reset quarterly based on the Term Secured Overnight Financing Rate plus 259 basis points. At June 30, 2026, the interest rate on the outstanding subordinated notes was 6.25%. C&N is entitled to redeem the subordinated notes, in whole or in part, at any time on or after June 1, 2026, subject to regulatory approval to the extent required.
Total stockholders’ equity was $346,139,000 at June 30, 2026, up from $335,564,000 at March 31, 2026 and $286,357,000 at June 30, 2025.
Within stockholders’ equity, the portion of accumulated other comprehensive loss related to available-for-sale debt securities was $24,284,000 at June 30, 2026, $25,096,000 at March 31, 2026 and $31,017,000 at June 30, 2025. The volatility in the fair value of the portfolio has resulted from changes in interest rates. Management reviewed the available-for-sale debt securities as of June 30, 2026 and concluded, as of such date, that there were no credit-related declines in fair value and no allowance for credit losses was recorded as of June 30, 2026. Accumulated other comprehensive losses are excluded from C&N’s regulatory capital ratios.

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Asset Quality

Total nonperforming assets as a percentage of total assets was 1.28% at June 30, 2026, down from 1.33% at March 31, 2026 and up from 1.06% at December 31, 2025 and 0.98% at June 30, 2025. Total nonperforming assets were $40,275,000 at June 30, 2026, down from $42,113,000 at March 31, 2026 and up from $33,113,000 at December 31, 2025 and $25,678,000 at June 30, 2025. The increase in nonperforming assets in 2026 from 2025 included the impact of a non-owner occupied, commercial real estate loan described in more detail below as nonaccrual at June 30 and March 31, 2026. Included in nonaccrual loans were loans purchased with credit deterioration (“PCD loans”) that were acquired as part of the Susquehanna merger on October 1, 2025 with a total amortized cost basis of $8,371,000 at June 30, 2026, $8,566,000 at March 31, 2026 and $6,762,000 at December 31, 2025.
In the second quarter 2026, C&N recorded net recoveries totaling $403,000 or 0.07% (annualized) of average loans receivable compared to net charge-offs of $10,808,000 or 1.83% (annualized) of average loans receivable in the first quarter 2026 and net charge-offs of $548,000 or 0.12% (annualized) of average loans receivable in the second quarter 2025. During the second quarter of 2026, C&N recorded a $675,000 recovery on a loan classified as nonaccrual that was paid off by a borrower through third-party financing. The significant increase in charge-offs in the first quarter of 2026 was due to a non-owner occupied, commercial real estate loan originated in 2022 in the amount of $24 million of which $7,200,000 was participated with another financial institution. The loss of a large tenant as well as cash flow requirements of the borrower’s other properties (which C&N has not financed) caused the loan to be downgraded to substandard and placed on nonaccrual status as of June 30 and March 31, 2026. C&N obtained an updated appraisal in April 2026 which was significantly lower than the original appraisal when the loan was originated, resulting in a charge-off of $10,056,000 which was recorded in the first quarter 2026. In the second quarter 2026, C&N entered into a forbearance agreement with the borrower. During the second quarter 2026, the borrower made payments consistent with the terms of the forbearance agreement, including payments C&N recorded as reductions in the amortized cost basis of the loan totaling $171,000. At June 30, 2026, the amortized cost basis of the loan, net of the partial charge-off, is $5,665,000.
For the six months ended June 30, 2026, net charge-offs totaled $10,405,000, or 0.88% (annualized) of average loans receivable as compared to net charge-offs of $639,000, or 0.07% (annualized) of average loans receivable for the first six months of 2025. The significant increase in charge-offs in the first six months of 2026 was due to the $10,056,000 charge-off on the non-owner occupied, commercial real estate loan discussed above.
The ACL was 1.39% of gross loans receivable at June 30, 2026, down from 1.42% at March 31, 2026 and up from 1.32% at December 31, 2025 and 1.13% at June 30, 2025. The reduction in the ACL as a percentage of loans receivable at June 30, 2026 as compared to March 31, 2026 reflected the impact of a reduction in qualitative factors and in the portion of the ACL attributable to C&N’s net charge-off experience resulting from net recoveries during the second quarter 2026.

Capital

On September 25, 2023, C&N announced a treasury stock repurchase program with no expiration that can be suspended or terminated by the Board of Directors, in its sole discretion. Under this program, C&N is authorized to repurchase up to 750,000 shares of its common stock. There were no shares repurchased during the first six months of 2026. At June 30, 2026, there were 723,465 shares available to be repurchased under the program.
Tangible common book value per share , a non-GAAP financial measure, increased to $15.33 per share at June 30, 2026 from $14.73 per share at March 31, 2026 and $14.98 at June 30, 2025. The Corporation’s tangible common equity ratio, a non-GAAP financial measure, was 8.93% at June 30, 2026 compared to 8.53% at March 31, 2026 and 9.09% at June 30, 2025. See Table 14 and Table 15 for more information, including a reconciliation.
C&N and the Bank are subject to various regulatory capital requirements. At June 30, 2026, Citizens & Northern Corporation and Citizens & Northern Bank maintained regulatory capital ratios that exceeded all capital adequacy requirements and were classified as well-capitalized.

Liquidity

C&N maintained highly liquid sources of available funds totaling $1.387 billion at June 30, 2026, including unused borrowing capacity with the Federal Home Loan Bank of Pittsburgh of $971.1 million, unused availability on the Federal Reserve Bank of Philadelphia’s discount window of $24.9 million, available federal funds lines with other banks of $75 million and available-for-sale debt securities with a fair value in excess of collateral obligations of $316.1 million. At

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June 30, 2026, available funding from these sources totaled 169.1% of uninsured deposits, and 212.6% of uninsured and uncollateralized deposits.
At June 30, 2026, C&N’s estimated uninsured deposits totaled $820.2 million, or 31.4% of the Bank’s total deposits, as compared to $856.0 million, or 32.7% of the Bank’s total deposits at March 31, 2026 and $649.2 million, or 30.5% of the Bank’s total deposits at June 30, 2025. Included in uninsured deposits are deposits collateralized by securities (almost exclusively municipal deposits) totaling $167.8 million, or 6.4% of the Bank’s total deposits, at June 30, 2026 as compared to $171.3 million, or 6.5% of the Bank’s total deposits, at March 31, 2026 and $133.6 million, or 6.3% of the Bank’s total deposits at June 30, 2025.

Income Statement- Second Quarter 2026 as Compared to First Quarter 2026

Net Interest Income

Net interest income of $29,618,000 in the second quarter 2026 increased $1,164,000 from the first quarter 2026 result. Average total earning assets increased $15,428,000 from the prior quarter, as average total loans receivable increased $17,226,000. Average total deposits increased $17,245,000 in the second quarter 2026 as compared to the total for the prior quarter.

Accretion of purchase accounting valuation adjustments related to the Susquehanna merger had a net positive impact on net interest income of $416,000 in the second quarter 2026 and $662,000 in the first quarter 2026.

The net interest margin was 4.07% in the second quarter 2026, up 0.09% from 3.98% in the first quarter 2026. The net interest spread increased 0.10%, as the average yield on earning assets increased 0.04% and the average rate on interest-bearing liabilities decreased 0.06%.

(Credit) Provision for Credit Losses

C&N recorded a credit for credit losses (reduction in expense) of $1,846,000 in the second quarter 2026 as compared to a provision for credit losses of $13,602,000 in the first quarter 2026. The credit for credit losses in the second quarter 2026 included the impact on the ACL of changes in qualitative factors, net recoveries of $403,000 and a reduction in loans receivable. In comparison, the provision for credit losses in the first quarter 2026 was primarily driven by the impact on the ACL of net charge-offs totaling $10,808,000. As described in more detail under Asset Quality, the elevated level of net charge-offs in the first quarter 2026 included a charge-off of $10,056,000 on a non-owner occupied commercial real estate loan.

Noninterest Income

Noninterest income of $9,800,000 in the second quarter 2026 increased $1,605,000 from the total for the first quarter 2026. Significant variances included the following:
Ø Other noninterest income of $2,305,000 increased $719,000 mainly from an increase in tax credits related to donations.
Ø Net gains from sales of loans of $608,000 increased $238,000 reflecting an increase in volume of residential mortgage loans sold.

Ø Brokerage and insurance revenue of $816,000 increased $228,000 due to an increase in sales volume.
Ø Trust revenue of $2,242,000 increased $157,000, consistent with appreciation in the trading prices of many U.S. equity securities and an increase in new business.
Ø Service charges on deposit accounts of $1,761,000 increased $111,000, reflecting an increase in volume of fees.

4


Noninterest Expense

Noninterest expense of $23,839,000 in the second quarter of 2026 increased $1,127,000 from the first quarter 2026 total. Significant variances included the following:

Ø Other noninterest expense of $4,799,000 increased $1,435,000 from the first quarter 2026. Within this category, donations expense increased $895,000, including the impact of donations totaling $933,000 made under the Pennsylvania Educational Improvement Tax Credit program in the second quarter which generated income from tax credits of $840,000. Also within this category, legal fees increased $184,000 as the first quarter total included a reduction in expense resulting from insurance proceeds related to claims paid and expensed in a prior period. Additionally, collections expense increased $90,000 and public company-related expenses increased $83,000.
Ø Data processing expense was $200,000 lower than in the first quarter 2026, reflecting a $100,000 reduction in internet banking expenses and a $78,000 reduction in technology-related professional fees.
Ø Net occupancy and equipment expenses were $163,000 lower than in first quarter 2026, including decreases in snow removal and light and power expenses.

Income Tax Provision

The income tax provision of $3,368,000, or 19.3% of pre-tax income for the second quarter 2026 increased $3,306,000 from $62,000, or 18.5% of pre-tax income, for the first quarter 2026 reflecting an increase in pre-tax income for the quarter.

Other Information:

Trust assets under management by C&N’s Wealth Management Group were $1,554,305,000 at June 30, 2026, up from $1,473,084,000 at March 31 2026, and up 12.6% from $1,380,547,000 at June 30, 2025. Fluctuations in values of assets under management reflect the impact of market volatility.
The outstanding balance of residential mortgage loans originated and serviced by C&N that have been sold to third parties was $454,642,000 at June 30, 2026, up $3,480,000 from March 31, 2026 and up $124,926,000 from the total at June 30, 2025, reflecting the impact of servicing obligations assumed on such loans that had been sold by Susquehanna prior to the merger.

Citizens & Northern Corporation is the bank holding company for Citizens & Northern Bank, headquartered in Wellsboro, Pennsylvania, which operates 35 banking offices located in Bradford, Bucks, Cameron, Chester, Lancaster, Lycoming, McKean, Northumberland, Potter, Snyder, Sullivan, Tioga, Union and York Counties in Pennsylvania and Steuben County in New York, as well as a loan production office in Elmira, New York. Citizens & Northern Corporation trades on NASDAQ under the symbol “CZNC.” For more information about Citizens & Northern Bank and Citizens & Northern Corporation, visit www.cnbankpa.com.

Safe Harbor Statement: Except for historical information contained herein, the matters discussed in this release are forward-looking statements. Forward-looking statements can be identified by the use of words such as "may," "should," "will," "could," "estimates," "predicts," "potential," "continue," "anticipates," "believes," "plans," "expects," "future," "intends" and similar expressions that are intended to identify forward-looking statements.  Investors are cautioned that all forward-looking statements involve risks and uncertainty and are not guarantees of future performance.  Actual results may differ materially from those expressed in forward-looking statements. Factors that may affect future financial results include, without limitation, the following: changes in monetary and fiscal policies of the Federal Reserve Board and the U.S. Government, particularly related to changes in interest rates; changes in general economic conditions; the potential for adverse developments in the banking industry that could have a negative impact on customer confidence, sources of liquidity and capital funding, and regulatory responses to such developments; C&N’s credit standards and its on-going credit assessment processes might not protect it from significant credit losses; legislative or regulatory changes; downturn in demand for loan, deposit and other financial services in C&N’s market area; increased competition from other banks and non-bank providers of financial services; technological changes and increased technology-related costs; information security breach or other technology difficulties or failures; changes in accounting principles, or the application of generally accepted accounting principles; fraud and cyber malfunction risks as usage of artificial intelligence continues to expand; the integration of Susquehanna’s business and operations with those of C&N may divert the attention of the management teams of C&N and Susquehanna and cause a loss in the momentum of their ongoing businesses or have unanticipated adverse results on C&N’s or Susquehanna’s existing businesses, may take longer than anticipated and may be more costly than anticipated; the anticipated cost savings, operational efficiencies and other

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synergies of the Susquehanna merger may take longer to be realized or may not be achieved in their entirety, and attrition in key client, partner and other relationships relating to the Susquehanna merger may be greater than expected; success of C&N in Susquehanna’s geographic market area will require C&N to attract and retain key personnel in the market and to differentiate C&N from its competitors in the market; and Risk Factors identified in C&N’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Citizens & Northern disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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Supplemental, Unaudited Financial Information

TABLE 1 - Consolidated Income Statement Data

(Dollars In Thousands, Except Per Share Data)

(Unaudited)

Three Months Ended

Six Months Ended

June 30, 

March 31, 

June 30, 

June 30, 

June 30, 

2026

2026

2025

2026

2025

INTEREST INCOME

Interest and fees on loans:

 

Taxable

$

36,583

$

35,641

$

28,051

$

72,224

$

55,554

Tax-exempt

 

629

 

619

 

602

 

1,248

 

1,194

Income from available-for-sale debt securities:

 

 

 

 

Taxable

 

3,507

 

3,518

 

2,329

 

7,025

 

4,631

Tax-exempt

 

562

 

562

 

579

 

1,124

 

1,152

Other interest and dividend income

 

285

 

248

 

893

 

533

 

1,632

Total interest and dividend income

 

41,566

 

40,588

 

32,454

 

82,154

 

64,163

INTEREST EXPENSE

 

 

 

 

Interest on deposits

 

9,820

 

10,058

 

9,284

 

19,878

 

18,876

Interest on short-term borrowings

 

337

 

276

 

1

 

613

1

Interest on long-term borrowings - FHLB advances

 

1,423

 

1,446

 

1,674

 

2,869

3,463

Interest on senior notes, net

 

81

 

121

 

120

 

202

241

Interest on subordinated debt, net

 

287

 

233

 

233

 

520

465

Total interest expense

 

11,948

 

12,134

 

11,312

 

24,082

 

23,046

Net interest income

29,618

28,454

21,142

58,072

41,117

(Credit) provision for credit losses

(1,846)

13,602

2,354

11,756

2,590

Net interest income after (credit) provision for credit losses

31,464

14,852

18,788

46,316

38,527

NONINTEREST INCOME

Trust revenue

2,242

2,085

1,967

4,327

 

4,069

Brokerage and insurance revenue

816

588

554

1,404

1,052

Service charges on deposit accounts

1,761

1,650

1,422

3,411

2,862

Interchange revenue from debit card transactions

1,347

1,267

1,218

2,614

2,254

Net gains from sale of loans

608

370

312

978

 

517

Loan servicing fees, net

193

108

173

301

311

Increase in cash surrender value of life insurance

527

515

466

1,042

923

Other noninterest income

2,305

1,586

2,030

3,891

3,162

Realized gains on available-for-sale debt securities, net

1

26

0

27

0

Total noninterest income

9,800

8,195

8,142

17,995

15,150

NONINTEREST EXPENSE

Salaries and employee benefits

13,197

13,201

11,067

26,398

 

22,826

Net occupancy and equipment expense

1,728

1,891

1,403

3,619

2,862

Data processing and telecommunication expense

2,249

2,449

1,981

4,698

4,052

Automated teller machine and interchange expense

535

583

403

1,118

790

Pennsylvania shares tax

587

585

470

1,172

 

966

Professional fees

744

639

506

1,383

1,023

Merger-related expenses

0

0

167

0

167

Other noninterest expense

4,799

3,364

3,401

8,163

5,755

Total noninterest expense

23,839

22,712

19,398

46,551

38,441

Income before income tax provision

17,425

335

7,532

17,760

15,236

Income tax provision

3,368

62

1,415

3,430

2,826

NET INCOME

$

14,057

$

273

$

6,117

$

14,330

$

12,410

EARNINGS PER COMMON SHARE - BASIC and DILUTED

$

0.79

$

0.02

$

0.40

$

0.81

$

0.80

7


TABLE 2 - CONSOLIDATED BALANCE SHEET DATA

(Dollars In Thousands)

(Unaudited)

June 30, 

March 31, 

December 31, 

June 30, 

2026

2026

2025

2025

ASSETS

Cash and due from banks:

Noninterest-bearing

$

25,947

$

30,736

$

22,289

$

26,320

Interest-bearing

 

56,590

 

24,062

 

23,767

 

73,299

Total cash and due from banks

 

82,537

 

54,798

 

46,056

 

99,619

Available-for-sale securities, at fair value

 

496,829

 

497,367

 

506,575

 

406,052

Loans receivable

 

2,348,847

 

2,384,850

 

2,354,365

 

1,919,258

Allowance for credit losses

 

(32,583)

 

(33,832)

 

(31,048)

 

(21,699)

Loans, net

 

2,316,264

 

2,351,018

 

2,323,317

 

1,897,559

Bank-owned life insurance

 

62,136

 

61,609

 

61,094

 

52,138

Accrued interest receivable

 

10,941

 

11,901

 

11,594

 

8,719

Bank premises and equipment, net

 

26,712

 

27,256

 

27,755

 

21,195

Foreclosed assets held for sale

 

181

 

181

 

189

 

402

Deferred tax asset, net

 

18,617

 

18,827

 

17,615

 

17,346

Goodwill

 

63,311

 

63,311

 

63,311

 

52,505

Core deposit intangibles, net

9,944

10,758

11,573

1,868

Other assets

64,512

67,314

63,390

53,472

TOTAL ASSETS

$

3,151,984

$

3,164,340

$

3,132,469

$

2,610,875

LIABILITIES

Deposits:

Noninterest-bearing

$

557,892

$

568,478

$

531,442

$

507,317

Interest-bearing

2,045,843

2,031,575

2,033,274

1,602,459

Total deposits

2,603,735

2,600,053

2,564,716

2,109,776

Short-term borrowings

14,643

13,590

28,618

533

Long-term borrowings - FHLB advances

130,392

139,489

120,935

143,894

Senior notes, net

0

14,988

14,970

14,934

Subordinated debt, net

25,000

24,979

24,949

24,889

Accrued interest and other liabilities

32,075

35,677

36,567

30,492

TOTAL LIABILITIES

2,805,845

2,828,776

2,790,755

2,324,518

STOCKHOLDERS' EQUITY

Common stock

18,303

18,303

18,303

16,030

Paid-in capital

184,340

184,325

185,696

142,982

Retained earnings

175,519

166,476

171,214

169,521

Treasury stock, at cost

(8,062)

(8,778)

(10,704)

(11,502)

Accumulated other comprehensive loss

 

(23,961)

 

(24,762)

 

(22,795)

 

(30,674)

TOTAL STOCKHOLDERS' EQUITY

346,139

335,564

341,714

286,357

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY

$

3,151,984

$

3,164,340

$

3,132,469

$

2,610,875

8


TABLE 3 - CONDENSED, CONSOLIDATED KEY FINANCIAL RATIOS AND DATA HIGHLIGHTS

(Dollars In Thousands, Except Share and Per Share Data)

3 Months Ended

6 Months Ended

June 30,

March 31,

June 30,

June 30,

June 30,

  ​

2026

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

PERFORMANCE MEASURES:

 

  ​

 

  ​

 

  ​

 

  ​

 

  ​

 

Net Income per Common Share - Basic and Diluted

$

0.79

$

0.02

$

0.40

$

0.81

$

0.80

Weighted average basic and diluted shares

 

17,771,901

 

17,732,537

 

15,359,004

 

17,752,327

 

15,348,824

Dividends Per Share

$

0.28

$

0.28

$

0.28

$

0.56

$

0.56

Pre-tax, pre-provision net revenue ("PPNR") (a)

$

15,815

$

14,142

$

10,273

$

29,957

$

18,424

Return on Average Assets (Annualized)

1.78

%

0.03

%

0.94

%

0.91

%

0.96

%

Return on Average Equity (Annualized)

16.57

%

0.32

%

8.66

%

8.36

%

8.85

%

PPNR (Annualized) as a % of Average Assets (a)

2.00

%

1.80

%

1.59

%

1.90

%

1.43

%

PPNR (Annualized) as a % of Average Equity (a)

18.65

%

16.34

%

14.54

%

17.48

%

13.14

%

Return on Average Tangible Common Equity (a)

20.99

%

0.40

%

10.70

%

10.58

%

10.96

%

Efficiency ratio (a)

60.12

%

61.63

%

65.18

%

60.84

%

67.51

%

AS OF:

June 30, 

March 31, 

December 31, 

June 30, 

  ​ ​ ​

2026

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2025

BALANCE SHEET HIGHLIGHTS

Total Assets

$

3,151,984

$

3,164,340

$

3,132,469

$

2,610,875

Available-for-Sale Securities

$

496,829

$

497,367

$

506,575

$

406,052

Loans, Net

$

2,316,264

$

2,351,018

$

2,323,317

$

1,897,559

Allowance for Credit Losses:

 

 

 

 

Allowance for Credit Losses on Loans

$

32,583

$

33,832

$

31,048

$

21,699

Allowance for Credit Losses on Off-Balance Sheet Exposures

$

845

$

1,039

$

1,029

$

742

Deposits

$

2,603,735

$

2,600,053

$

2,564,716

$

2,109,776

Total Stockholders' Equity

$

346,139

$

335,564

$

341,714

$

286,357

Common shares outstanding, end of period

17,942,105

17,909,958

17,823,444

15,514,943

Common book value

$

19.29

$

18.74

$

19.17

$

18.46

Tangible Common Book Value (a)

$

15.33

$

14.73

$

15.11

$

14.98

OFF-BALANCE SHEET

 

 

 

 

Outstanding Balance of Mortgage Loans Sold with Servicing Retained

$

454,642

$

451,162

$

450,120

$

329,716

Trust Assets Under Management

 

1,554,305

 

1,473,084

 

1,468,691

 

1,380,547

(a) See “NON-GAAP Reconciliations.”

9


TABLE 3 - CONDENSED, CONSOLIDATED KEY FINANCIAL RATIOS AND DATA HIGHLIGHTS (Continued)

(Dollars In Thousands)

  ​ ​ ​

AS OF:

June 30, 

March 31, 

December 31, 

June 30, 

  ​ ​ ​

2026

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2025

SAFETY AND SOUNDNESS

Total Risk Based Capital Ratio (b)

 

14.52

%  

14.12

%  

14.45

%  

15.99

%  

Tier 1 Risk Based Capital Ratio (b)

 

12.44

%  

11.84

%  

12.18

%  

13.55

%  

Common Equity Tier 1 Risk Based Capital Ratio (b)

 

12.44

%  

11.84

%  

12.18

%  

13.55

%  

Leverage Ratio (b)

 

9.61

%  

9.31

%  

9.32

%  

10.21

%  

Tangible Common Equity / Tangible Assets (a)

8.93

%  

8.53

%  

8.80

%  

9.09

%  

ASSET QUALITY RATIOS:

Non-performing loans as a % of total loans

1.71

%

1.76

%

1.40

%

1.32

%

Non-performing assets as a % of assets

1.28

%

1.33

%

1.06

%

0.98

%

Allowance for credit losses as a % of total loans

 

1.39

%

 

1.42

%

 

1.32

%

 

1.13

%

Net recoveries (charge-offs) as a % of average gross loans (annualized):

Three Months Ended

0.07

%

(1.83)

%

(0.15)

%

(0.12)

%

Year-to-Date

(0.88)

%

(1.83)

%

(0.08)

%

(0.07)

%

(a) See NON-GAAP to GAAP Reconciliations.

(b) Capital ratios are for the Holding Company and the most recent period are estimated.

10


TABLE 4 - ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars In Thousands)

  ​ ​ ​

3 Months

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

(3)

  ​ ​ ​

  ​ ​ ​

3 Months

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

(3)

  ​ ​ ​

3 Months

  ​ ​ ​

(3)

 

Ended

Rate of

Ended

Rate of

Ended

Rate of

 

6/30/2026

Return/

3/31/2026

Return/

6/30/2025

Return/

 

Average

Income/

Cost of

Average

Income/

Cost of

Average

Income/

Cost of

 

Balance

Expense

Funds% 

  ​

Balance

Expense

Funds% 

  ​

Balance

Expense

Funds% 

 

EARNING ASSETS

  ​

  ​

  ​

  ​

 

Interest-bearing due from banks

$

26,606

$

232

3.50

%  

$

25,516

$

218

3.46

%  

$

79,868

$

855

4.29

%

Available-for-sale debt securities, at amortized cost:

 

 

 

  ​

  ​

Taxable

 

424,311

3,507

3.32

%  

 

427,531

3,518

3.34

%  

 

338,539

2,329

2.76

%

Tax-exempt (1)

 

103,807

649

2.51

%  

 

104,712

647

2.51

%  

 

109,840

658

2.40

%

Total available-for-sale debt securities

 

528,118

4,156

3.16

%  

 

532,243

4,165

3.17

%  

 

448,379

2,987

2.67

%

Loans receivable:

 

 

 

  ​

  ​

Taxable

 

2,293,653

36,583

6.40

%  

 

2,271,112

35,641

6.36

%  

 

1,814,171

28,051

6.20

%

Tax-exempt (1)

 

88,537

779

3.53

%  

 

93,852

765

3.31

%  

 

87,249

743

3.42

%

Total loans receivable (2)

 

2,382,190

37,362

6.29

%  

 

2,364,964

36,406

6.24

%  

 

1,901,420

28,794

6.07

%

Other earning assets

 

4,130

53

5.15

%  

 

2,893

30

4.21

%  

 

2,833

38

5.38

%

Total Earning Assets

 

2,941,044

41,803

5.70

%  

 

2,925,616

40,819

5.66

%  

 

2,432,500

32,674

5.39

%

Bank-owned life insurance

61,796

61,275

51,844

Intangible assets

 

73,711

 

74,530

 

54,425

  ​

Other assets

 

78,605

 

85,267

 

53,390

  ​

Total Assets

$

3,155,156

$

3,146,688

$

2,592,159

  ​

INTEREST-BEARING LIABILITIES

 

 

 

  ​

  ​

Interest-bearing deposits:

 

 

 

  ​

  ​

Interest checking

$

697,007

$

2,513

1.45

%  

$

669,972

$

2,328

1.41

%  

$

542,532

$

2,708

2.00

%

Money market

 

399,142

1,914

1.92

%  

 

385,585

1,850

1.95

%  

 

364,238

1,948

2.15

%

Savings

 

347,745

739

0.85

%  

 

362,060

848

0.95

%  

 

198,553

49

0.10

%

Time deposits

 

579,748

4,654

3.22

%  

 

602,443

5,032

3.39

%  

 

486,249

4,579

3.78

%

Total interest-bearing deposits

 

2,023,642

9,820

1.95

%  

 

2,020,060

10,058

2.02

%  

 

1,591,572

9,284

2.34

%

Borrowed funds:

 

  ​

  ​

  ​

 

  ​

  ​

  ​

 

  ​

  ​

  ​

Short-term

 

34,880

337

3.88

%  

 

28,203

276

3.97

%  

 

980

1

0.41

%

Long-term - FHLB advances

 

133,004

1,423

4.29

%  

 

134,034

1,446

4.38

%  

 

149,704

1,674

4.49

%

Senior notes, net

 

10,050

81

3.23

%  

 

14,979

121

3.28

%  

 

14,926

120

3.22

%

Subordinated debt, net

 

24,993

287

4.61

%  

 

24,965

233

3.79

%  

 

24,874

233

3.76

%

Total borrowed funds

 

202,927

2,128

4.21

%  

 

202,181

2,076

4.16

%  

 

190,484

2,028

4.27

%

Total Interest-bearing Liabilities

 

2,226,569

11,948

2.15

%  

 

2,222,241

12,134

2.21

%  

 

1,782,056

11,312

2.55

%

Demand deposits

 

553,828

 

  ​

 

540,165

 

  ​

 

498,169

 

  ​

Other liabilities

 

35,510

 

  ​

 

38,145

 

  ​

 

29,260

 

  ​

Total Liabilities

 

2,815,907

 

  ​

 

2,800,551

 

  ​

 

2,309,485

 

  ​

Stockholders' equity, excluding accumulated other comprehensive loss

 

363,636

 

  ​

 

366,848

 

  ​

 

315,520

 

  ​

Accumulated other comprehensive loss

 

(24,387)

 

  ​

 

(20,711)

 

  ​

 

(32,846)

 

  ​

Total Stockholders' Equity

 

339,249

 

  ​

 

346,137

 

  ​

 

282,674

 

  ​

Total Liabilities and Stockholders' Equity

$

3,155,156

 

  ​

$

3,146,688

 

  ​

$

2,592,159

 

  ​

Interest Rate Spread

  ​

 

3.55

%  

  ​

 

3.45

%  

 

  ​

 

2.84

%

Net Interest Income

$

29,855

$

28,685

$

21,362

Net Interest Income/Earning Assets

  ​

4.07

%  

  ​

3.98

%  

 

  ​

3.52

%

Total Deposits (Interest-bearing and Demand)

$

2,577,470

$

2,560,225

$

2,089,741

Brokered Deposits

$

132

1

3.04

%  

$

2,247

21

3.79

%  

$

8,582

96

4.47

%

(1)

Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using C&N’s marginal federal income tax rate of 21%. See reconciliation.

(2)

Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.

(3)

Rates of return on earning assets and costs of funds have been presented on an annualized basis.

11


TABLE 5 - ANALYSIS OF AVERAGE DAILY BALANCES AND RATES

(Dollars In Thousands)

  ​ ​ ​

6 Months

  ​ ​ ​

  ​ ​ ​

  ​ ​ ​

(3)

  ​ ​ ​

6 Months

  ​ ​ ​

(3)

 

Ended

Rate of

Ended

Rate of

 

6/30/2026

Return/

6/30/2025

Return/

 

Average

Income/

Cost of

Average

Income/

Cost of

 

Balance

Expense

Funds% 

  ​

Balance

Expense

Funds% 

 

EARNING ASSETS

  ​

  ​

  ​

 

Interest-bearing due from banks

$

26,064

$

450

3.48

%  

$

73,915

$

1,576

4.30

%

Available-for-sale debt securities, at amortized cost:

 

 

  ​

  ​

Taxable

 

425,912

7,025

3.33

%  

 

339,045

4,631

2.75

%

Tax-exempt (1)

 

104,257

1,296

2.51

%  

 

110,488

1,306

2.38

%

Total available-for-sale debt securities

 

530,169

8,321

3.17

%  

 

449,533

5,937

2.66

%

Loans receivable:

 

 

  ​

  ​

Taxable

 

2,282,445

72,224

6.38

%  

 

1,811,622

55,554

6.18

%

Tax-exempt (1)

 

91,180

1,544

3.41

%  

 

88,810

1,471

3.34

%

Total loans receivable (2)

 

2,373,625

73,768

6.27

%  

 

1,900,432

57,025

6.05

%

Other earning assets

 

3,515

83

4.76

%  

 

2,308

56

4.89

%

Total Earning Assets

 

2,933,373

82,622

5.68

%  

 

2,426,188

64,594

5.37

%

Bank-owned life insurance

61,537

51,615

Intangible assets

 

74,118

 

54,477

  ​

Other assets

 

81,917

 

51,421

  ​

Total Assets

$

3,150,945

$

2,583,701

  ​

INTEREST-BEARING LIABILITIES

 

 

  ​

Interest-bearing deposits:

 

 

  ​

  ​

Interest checking

$

683,564

$

4,841

1.43

%  

$

540,897

$

5,435

2.03

%

Money market

 

392,401

3,764

1.93

%  

 

359,716

3,929

2.20

%

Savings

 

354,863

1,587

0.90

%  

 

197,269

98

0.10

%

Time deposits

 

591,033

9,686

3.30

%  

 

490,212

9,414

3.87

%

Total interest-bearing deposits

 

2,021,861

19,878

1.98

%  

 

1,588,094

18,876

2.40

%

Borrowed funds:

 

  ​

  ​

  ​

 

  ​

  ​

  ​

Short-term

 

31,560

613

3.92

%  

 

1,189

1

0.17

%

Long-term - FHLB advances

 

133,516

2,869

4.33

%  

 

156,013

3,463

4.48

%

Senior notes, net

 

12,501

202

3.26

%  

 

14,917

241

3.26

%

Subordinated debt, net

 

24,979

520

4.20

%  

 

24,860

465

3.77

%

Total borrowed funds

 

202,556

4,204

4.19

%  

 

196,979

4,170

4.27

%

Total Interest-bearing Liabilities

 

2,224,417

24,082

2.18

%  

 

1,785,073

23,046

2.60

%

Demand deposits (non-interest bearing)

 

547,034

 

  ​

 

487,446

 

  ​

Other liabilities

 

36,820

 

  ​

 

30,761

 

  ​

Total Liabilities

 

2,808,271

 

  ​

 

2,303,280

 

  ​

Stockholders' equity, excluding accumulated other comprehensive loss

 

365,233

 

  ​

 

313,982

 

  ​

Accumulated other comprehensive loss

 

(22,559)

 

  ​

 

(33,561)

 

  ​

Total Stockholders' Equity

 

342,674

 

  ​

 

280,421

 

  ​

Total Liabilities and Stockholders' Equity

$

3,150,945

 

  ​

$

2,583,701

 

  ​

Interest Rate Spread

  ​

 

3.50

%  

 

  ​

 

2.77

%

Net Interest Income

$

58,540

$

41,548

Net Interest Income/Earning Assets (Net Interest Margin)

  ​

4.02

%  

 

  ​

3.45

%

Total Deposits (Interest-bearing and Demand)

$

2,568,895

$

2,075,540

Brokered Deposits

$

1,184

22

3.75

%  

$

17,531

408

4.69

%

(1) Annualized rates of return on tax-exempt securities and loans are presented on a fully taxable-equivalent basis, using C&N’s marginal federal income tax rate of 21%. See reconciliation.
(2)Nonaccrual loans have been included with loans for the purpose of analyzing net interest earnings.

(3)

Rates of return on earning assets and costs of funds have been presented on an annualized basis.

12


TABLE 6 - SUMMARY OF LOANS BY TYPE

(Excludes Loans Held for Sale)

(Dollars In Thousands)

June 30, 

March 31, 

December 31, 

June 30, 

June 30, 2026 vs

2026

2026

2025

2025

March 31. 2026

Commercial real estate - non-owner occupied:

 

  ​

 

  ​

 

  ​

 

  ​

 

Non-owner occupied

$

550,607

$

556,787

$

569,974

$

488,150

$

(6,180)

(1.1)

%

Multi-family (5 or more) residential

170,179

170,891

160,284

107,603

(712)

(0.4)

%

1-4 Family - commercial purpose

203,093

198,203

197,480

162,208

4,890

2.5

%

Total commercial real estate - non-owner occupied

923,879

925,881

927,738

757,961

(2,002)

(0.2)

%

Commercial real estate - owner occupied

325,002

326,210

311,792

261,157

(1,208)

(0.4)

%

All other commercial loans:

Commercial and industrial

127,268

127,100

128,679

97,632

168

0.1

%

Commercial lines of credit

149,546

148,118

139,727

124,515

1,428

1.0

%

Political subdivisions

86,701

103,097

96,349

83,811

(16,396)

(15.9)

%

Commercial construction and land

111,462

123,170

123,887

99,514

(11,708)

(9.5)

%

Other commercial loans

69,098

70,431

71,895

25,027

(1,333)

(1.9)

%

Total all other commercial loans

544,075

571,916

560,537

430,499

(27,841)

(4.9)

%

Residential mortgage loans:

1-4 Family - residential

405,339

411,451

411,827

375,352

(6,112)

(1.5)

%

1-4 Family residential construction

37,737

34,460

32,123

23,144

3,277

9.5

%

Total residential mortgage

443,076

445,911

443,950

398,496

(2,835)

(0.6)

%

Consumer loans:

Consumer lines of credit (including HELCs)

98,962

98,961

94,060

56,130

1

0.0

%

All other consumer

13,853

15,971

16,288

15,015

(2,118)

(13.3)

%

Total consumer

112,815

114,932

110,348

71,145

(2,117)

(1.8)

%

Total

2,348,847

2,384,850

2,354,365

1,919,258

(36,003)

(1.5)

%

Less: allowance for credit losses on loans

(32,583)

(33,832)

(31,048)

(21,699)

1,249

(3.7)

%

Loans, net

$

2,316,264

$

2,351,018

$

2,323,317

$

1,897,559

$

(34,754)

(1.5)

%

TABLE 7 - NON-OWNER OCCUPIED COMMERCIAL REAL ESTATE

(Dollars In Thousands)

Loan Type

June 30, 

% of

March 31, 

December 31, 

June 30, 

2026

Total Loans

2026

2025

2025

Retail

$

112,665

4.8

%

$

116,507

$

104,513

$

89,485

Office

107,923

4.6

%

109,404

125,175

118,007

Industrial

96,526

4.1

%

98,985

99,476

83,334

Hotels

76,171

3.2

%

81,638

82,692

69,163

Self Storage Facilities

59,772

2.5

%

55,083

55,434

34,558

Mixed Use

58,871

2.5

%

57,897

64,390

60,177

Other

38,679

1.6

%

37,273

38,294

33,426

Total Non-owner Occupied CRE Loans

$

550,607

23.4

%

$

556,787

$

569,974

$

488,150

Total Gross Loans

$

2,348,847

$

2,384,850

$

2,354,365

$

1,919,258

13


TABLE 8 - PAST DUE LOANS AND NONPERFORMING ASSETS

(Dollars In Thousands)

  ​ ​ ​

June 30, 

  ​ ​ ​

March 31, 

December 31, 

June 30, 

  ​ ​ ​

2026

2026

2025

2025

Collateral dependent loans with a valuation allowance

  ​

$

5,608

  ​

$

5,602

$

5,401

$

239

Collateral dependent loans without a valuation allowance

33,255

35,230

27,027

20,957

Total collateral dependent loans

$

38,863

$

40,832

$

32,428

$

21,196

Total loans past due 30-89 days and still accruing

$

7,047

$

10,217

$

18,309

$

1,721

Nonperforming assets:

 

  ​

 

  ​

 

  ​

 

  ​

Total nonaccrual loans

$

39,748

$

41,863

$

32,836

$

25,190

Total loans past due 90 days or more and still accruing

 

346

 

69

 

88

 

86

Total nonperforming loans

 

40,094

 

41,932

 

32,924

 

25,276

Foreclosed assets held for sale (real estate)

 

181

 

181

 

189

 

402

Total nonperforming assets

$

40,275

$

42,113

$

33,113

$

25,678

Total nonperforming loans as a % of total loans

 

1.71

%  

1.76

%  

1.40

%  

 

1.32

%  

Total nonperforming assets as a % of assets

 

1.28

%  

1.33

%  

1.06

%  

 

0.98

%

Allowance for credit losses as a % of total loans

 

1.39

%  

1.42

%  

1.32

%  

 

1.13

%

Included in the table above were loans acquired from Susquehanna with credit deterioration (“PCD loans”) totaled as follows:

(Dollars In Thousands)

June 30, 

March 31, 

December 31, 

June 30, 

  ​ ​ ​

2026

  ​ ​ ​

2026

  ​ ​ ​

2025

  ​ ​ ​

2025

PCD Loans

PCD Loans

PCD Loans

PCD Loans

Collateral dependent loans with a valuation allowance

$

4,975

$

4,970

$

5,138

$

0

Collateral dependent loans without a valuation allowance

 

7,428

 

7,518

 

5,553

 

0

Total collateral dependent loans

$

12,403

$

12,488

$

10,691

$

0

Total loans past due 30-89 days and still accruing

$

2,150

$

2,193

$

5,810

$

0

Nonperforming assets,

 

  ​

 

  ​

 

  ​

 

  ​

Total nonaccrual loans

$

8,371

$

8,566

$

6,762

$

0

TABLE 9 - ANALYSIS OF THE ALLOWANCE FOR CREDIT LOSSES ON LOANS

(Dollars In Thousands)

  ​ ​ ​

3 Months

  ​ ​ ​

3 Months

  ​ ​ ​

3 Months

  ​ ​ ​

6 Months

 

6 Months

 

Ended

Ended

Ended

Ended

 

Ended

 

June 30, 

March 31, 

June 30, 

June 30, 

 

June 30, 

 

2026

2026

2025

2026

 

2025

 

Balance, beginning of period

$

33,832

$

31,048

$

20,172

$

31,048

$

20,035

Charge-offs

 

(300)

 

(10,833)

 

(582)

 

(11,133)

 

(699)

Recoveries

 

703

 

25

 

34

 

728

 

60

Net recoveries (charge-offs)

 

403

 

(10,808)

 

(548)

 

(10,405)

 

(639)

(Credit) Provision for credit losses on loans

 

(1,652)

 

13,592

 

2,075

 

11,940

 

2,303

Balance, end of period

$

32,583

$

33,832

$

21,699

$

32,583

$

21,699

Net recoveries (charge-offs) as a % of average gross loans (annualized)

0.07

%

(1.83)

%

(0.12)

%

(0.88)

%

(0.07)

%

3 Months

3 Months

3 Months

6 Months

6 Months

Ended

Ended

Ended

Ended

Ended

June 30, 

March 31, 

June 30, 

June 30, 

June 30, 

2026

2026

2025

2026

2025

(Credit) provision for credit losses:

Loans receivable

$

(1,652)

$

13,592

$

2,075

$

11,940

$

2,303

Off-balance sheet exposures

 

(194)

 

10

 

279

 

(184)

 

287

Total (credit) provision for credit losses

$

(1,846)

$

13,602

$

2,354

$

11,756

$

2,590

14


TABLE 10 - DEPOSIT COMPOSITION

(Dollars In Thousands)

June 30, 2026 vs

  ​ ​ ​

June 30, 

  ​ ​ ​

March 31, 

  ​ ​ ​

December 31, 

  ​ ​ ​

June 30, 

 

March 31, 2026

2026

2026

2025

2025

$

%

Deposits, excluding brokered:

 

  ​

 

  ​

 

  ​

 

  ​

Noninterest-bearing demand deposits

$

557,892

$

568,478

$

531,442

$

507,317

$

(10,586)

(1.9)

%

Interest checking

721,072

691,504

665,317

543,932

29,568

4.3

%

Money market

409,327

392,430

389,362

368,068

16,897

4.3

%

Savings

342,229

355,797

371,039

196,600

(13,568)

(3.8)

%

Time deposits

573,215

591,142

603,706

488,854

(17,927)

(3.0)

%

Sub-total

$

2,603,735

$

2,599,351

$

2,560,866

$

2,104,771

$

4,384

0.2

%

Brokered deposits

0

702

3,850

5,005

(702)

(100.0)

%

Total Deposits and Brokered Deposits

$

2,603,735

$

2,600,053

$

2,564,716

$

2,109,776

$

3,682

0.1

%

TABLE 11 - CONTINGENT LIQUIDITY

(Dollars In Thousands)

  ​ ​ ​

June 30, 

  ​ ​ ​

March 31, 

  ​ ​ ​

December 31, 

  ​ ​ ​

June 30, 

2026

2026

2025

2025

Highly Liquid Available Funding:

 

  ​

 

  ​

 

  ​

 

  ​

Available Credit Facilities:

Federal Home Loan Bank of Pittsburgh

$

971,125

$

948,272

$

785,822

$

780,008

Federal Reserve Bank Discount Window

24,882

24,632

25,484

17,545

Other correspondent banks

75,000

75,000

75,000

75,000

Unencumbered available-for-sale debt securities

316,129

315,391

319,624

267,695

Total Highly Liquid Available Funding

$

1,387,136

$

1,363,295

$

1,205,930

$

1,140,248

Uninsured Deposits Information

June 30, 

March 31, 

December 31, 

June 30, 

2026

2026

2025

2025

Total Deposits - C&N Bank

$

2,610,552

$

2,620,675

$

2,584,952

$

2,127,673

Estimated Total Uninsured Deposits

$

820,235

$

856,022

$

811,209

$

649,184

Portion of Uninsured Deposits that are

Collateralized

167,823

171,335

172,585

133,621

Uninsured and Uncollateralized Deposits

$

652,412

$

684,687

$

638,624

$

515,563

Uninsured and Uncollateralized Deposits as

a % of Total Deposits

25.0

%  

26.1

%  

24.7

%  

24.2

%  

Available Funding from Credit Facilities

$

1,071,007

$

1,047,904

$

886,306

$

872,553

Fair Value of Available-for-sale Debt

Securities in Excess of Pledging Obligations

316,129

315,391

319,624

267,695

Highly Liquid Available Funding

$

1,387,136

$

1,363,295

$

1,205,930

$

1,140,248

Highly Liquid Available Funding as a % of

Uninsured Deposits

169.1

%  

159.3

%  

148.7

%  

175.6

%  

Highly Liquid Available Funding as a % of

Uninsured and Uncollateralized Deposits

212.6

%  

199.1

%  

188.8

%  

221.2

%  

15


NON-GAAP RECONCILIATIONS

TABLE 12 - PPNR NON- GAAP RECONCILIATION

(Dollars In Thousands)

Three Months Ended

Six Months Ended

June 30, 

March 31, 

June 30, 

June 30, 

June 30, 

Calculation of PPNR:

2026

2026

2025

2026

2025

Net Income (GAAP)

$

14,057

$

273

$

6,117

$

14,330

$

12,410

Add: Provision for income taxes

3,368

62

1,415

3,430

2,826

Add: (Credit) provision for credit losses

(1,846)

13,602

2,354

11,756

2,590

Less: Realized gains on available-for-sale debt securities

(1)

(26)

0

(27)

0

Add: Merger-related expenses

0

0

167

0

167

Add: Adjustments to reflect net interest income on a fully taxable-equivalent basis

237

231

220

468

431

PPNR (non-GAAP)

$

15,815

$

14,142

$

10,273

$

29,957

$

18,424

Pre-tax, pre-provision net revenue (“PPNR”), a non-GAAP financial measure, includes net interest income on a fully taxable-equivalent basis plus noninterest income minus total noninterest expense but excludes (credit) provision for credit losses, realized gains or losses on securities, the income tax provision and merger-related expenses and other nonrecurring items included in earnings. Management believes disclosure of PPNR provides useful information for evaluating C&N’s financial performance without the impact of realized gains or losses on securities or nonrecurring items or events that may obscure trends in C&N’s underlying performance. This non-GAAP data should be considered in addition to results prepared in accordance with GAAP, and is not a substitute for, or superior to, GAAP results.

TABLE 13 - EFFICIENCY RATIO- NON-GAAP

(In Thousands)

3 Months Ended

6 Months Ended

June 30, 

March 31, 

June 30, 

June 30, 

June 30, 

2026

2026

2025

2026

2025

EFFICIENCY RATIO - NON-GAAP

Net Interest Income on a Fully Taxable-Equivalent Basis

$

29,855

$

28,685

 

$

21,362

$

58,540

 

$

41,548

 

Noninterest Income, Excluding Net Realized Gains on Available-for-sale Debt Securities

9,799

8,169

8,142

17,968

15,150

Total (1)

$

39,654

$

36,854

 

$

29,504

$

76,508

 

$

56,698

 

Noninterest Expense, Excluding Merger-Related Expenses (2)

$

23,839

$

22,712

 

$

19,231

$

46,551

 

$

38,274

 

Efficiency Ratio = (2)/(1)

 

60.12

%  

 

61.63

%  

 

65.18

%  

 

60.84

%  

 

67.51

%  

The efficiency ratio, a non-GAAP measure is calculated as shown above.  For purposes of calculating the efficiency ratio, net interest income on a fully taxable-equivalent basis includes amounts of interest income on tax-exempt securities and loans that have been increased to a fully taxable-equivalent basis, using C&N's marginal federal income tax rate of 21%. A reconciliation of net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis is provided below. In the calculation above, Management excluded merger-related expenses due to the nonrecurring nature of these expenses.

The following table is a reconciliation of net interest income under U.S. GAAP as compared to net interest income as adjusted to a fully taxable-equivalent basis.

(In Thousands)

Three Months Ended

Six Months Ended

June 30, 

March 31, 

June 30, 

June 30, 

June 30, 

2026

  ​ ​ ​

2026

  ​ ​ ​

2025

2026

  ​ ​ ​

2025

Net Interest Income Under U.S. GAAP

$

29,618

$

28,454

$

21,142

$

58,072

$

41,117

Add: fully taxable-equivalent interest income adjustment from tax-exempt securities

87

85

79

172

154

Add: fully taxable-equivalent interest income adjustment from tax-exempt loans

150

146

141

296

277

Net Interest Income as adjusted to a fully taxable-equivalent basis

$

29,855

$

28,685

$

21,362

$

58,540

$

41,548

16


NON-GAAP RECONCILIATIONS, Continued

TABLE 14 - TANGIBLE COMMON EQUITY AND TANGIBLE COMMON BOOK VALUE PER SHARE - NON-GAAP RECONCILIATION

Tangible common book value per share and tangible common equity as a percentage of tangible assets are non-GAAP financial measures. Management believes this non-GAAP information is helpful in evaluating the strength of C&N's capital and in providing an alternative valuation of C&N's net worth.

(In Thousands)

June 30, 

March 31, 

December 31, 

June 30, 

2026

2026

2025

2025

Total Assets

  ​ ​ ​

$

3,151,984

  ​ ​ ​

$

3,164,340

  ​ ​ ​

$

3,132,469

  ​ ​ ​

$

2,610,875

Less: Intangible Asset, Goodwill

 

(63,311)

 

(63,311)

 

(63,311)

 

(52,505)

Less: Intangible Asset, Core Deposit Intangibles, net

(9,944)

(10,758)

(11,573)

(1,868)

Related Tax Effect on Core Deposit Intangibles, net

 

2,188

 

2,367

 

2,546

 

411

Tangible Assets (3)

$

3,080,917

$

3,092,638

$

3,060,131

$

2,556,913

Total Stockholders' Equity

$

346,139

$

335,564

$

341,714

$

286,357

Less: Goodwill

 

(63,311)

 

(63,311)

 

(63,311)

 

(52,505)

Less: Intangible Asset, Core Deposit Intangibles, net

(9,944)

(10,758)

(11,573)

(1,868)

Related Tax Effect on Core Deposit Intangibles, net

 

2,188

 

2,367

 

2,546

 

411

Tangible Common Equity (4)

$

275,072

$

263,862

$

269,376

$

232,395

Common Shares Outstanding, End of Period (5)

 

17,942,105

 

17,909,958

 

17,823,444

 

15,514,943

Common Book Value per Share (GAAP)

$

19.29

$

18.74

$

19.17

$

18.46

Tangible Common Book Value per Share = (4)/(5)

$

15.33

$

14.73

$

15.11

$

14.98

Tangible Common Equity (4) / Tangible Assets (3)

8.93

%

8.53

%

8.80

%

9.09

%

TABLE 15 – RETURN ON AVERAGE TANGIBLE COMMON EQUITY - NON-GAAP RECONCILIATION

(In Thousands)

3 Months Ended

6 Months Ended

June 30, 

  ​ ​ ​

March 31, 

  ​ ​ ​

June 30, 

  ​ ​ ​

June 30, 

June 30, 

2026

2026

2025

2026

2025

Average Common Tangible Equity:

Average stockholders' equity (GAAP)

$

339,249

$

346,137

 

$

282,674

$

342,674

 

$

280,421

 

Less: Goodwill

(63,311)

(63,311)

(52,505)

(63,311)

(52,505)

Less: Intangible Asset, Core Deposit Intangibles, net

(10,400)

(11,219)

(1,920)

(10,807)

(1,972)

 

Related Tax Effect on Core Deposit Intangibles, net

2,288

2,468

422

2,378

434

Average Tangible Common Equity (non-GAAP) (1)

$

267,826

$

274,075

 

$

228,671

$

270,934

 

$

226,378

 

Net Income- GAAP

$

14,057

$

273

$

6,117

$

14,330

$

12,410

Annualized Net Income- GAAP (2)

$

56,228

$

1,092

$

24,468

$

28,660

$

24,820

Return on Average Tangible Common Equity = (1)/(2)

20.99

%

0.40

%

10.70

%

10.58

%

10.96

%

17