Cass Information Systems CASS Form 10-Q filing Q2 FY2026

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

See accompanying notes to unaudited consolidated financial statements.

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See accompanying notes to unaudited consolidated financial statements.

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See accompanying notes to unaudited consolidated financial statements.

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See accompanying notes to unaudited consolidated financial statements.

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CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED JUNE 30, 2026 AND 2025

(Unaudited)

(Dollars in Thousands except per share data)

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CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(Unaudited)

(Dollars in Thousands except per share data)

See accompanying notes to unaudited consolidated financial statements.

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CASS INFORMATION SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Certain amounts in prior-period financial statements have been reclassified to conform to the current period’s presentation. Such reclassifications have no effect on previously reported net income or shareholders’ equity. For further information, refer to the audited consolidated financial statements and related footnotes included in Cass Information Systems, Inc.’s (the “Company” or “Cass”) Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Form 10-K").

Note 2 - Discontinued Operations and Assets and Liabilities Held for Sale

On April 7, 2025, the Company signed an Asset Purchase Agreement providing for the sale of its telecom expense management and managed mobility solutions business unit ("TEM Business Unit") to Asignet USA Inc ("Asignet") for a purchase price of $18.0 million. The sale closed on June 30, 2025. The Company also signed a Transition Services Agreement with Asignet to provide certain information technology, data ingestion, and payment processing services for a period of time not to exceed 18 months after closing.

The Company has applied discontinued operations accounting in accordance with Accounting Standards Codification, or ASC, Topic 205-20, “Presentation of Financial Statements – Discontinued Operations,” to the assets and liabilities sold related to the Company's TEM Business Unit for the three and six months ended June 30, 2026, and 2025, as applicable. The sale of the TEM Business Unit represents a strategic shift due to the Company completely exiting both the telecom expense management and managed mobility solutions businesses. The Company did not allocate any consolidated interest that is not directly attributable to or related to discontinued operations. All financial information in the consolidated financial statements and notes to the consolidated financial statements is reported on a continuing operations basis, unless otherwise noted. The TEM Business Unit is included in the Information Services operating segment.

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Income from discontinued operations, net of tax, for the three and six months ended June 30, 2026, and 2025 is as follows:

Note 3 – Intangible Assets

The Company accounts for intangible assets in accordance with ASC 350, Goodwill and Other Intangible Assets, which requires that intangibles with indefinite useful lives be tested annually for impairment, or when management deems there is a triggering event, and those with finite useful lives be amortized over their useful lives.

Details of the Company’s intangible assets are as follows:

The customer lists are amortized over 5 to 10 years; software over 3 to 7 years; and trade names over 10 to 20 years. Amortization of intangible assets amounted to $293,000 and $586,000 for both the three and six months ended June 30, 2026, and 2025, respectively. Estimated annual amortization of intangibles is $1.0 million in 2026, $730,000 in 2027 and 2028, $699,000 in 2029, and $197,000 in 2030.

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Note 4 – Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income by the sum of the weighted-average number of common shares outstanding and the weighted-average number of potential common shares outstanding.

The calculations of basic and diluted earnings per share are as follows:

Note 5 – Stock Repurchases

The Company maintains a treasury stock buyback program pursuant to which, on November 6, 2025, the Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company's common stock with no expiration date. The Company repurchased 65,557 and 130,359 shares during the three and six months ended June 30, 2026, respectively and 140,269 and 256,378 shares during the three and six months ended June 30, 2025, respectively. Repurchases may be made in the open market or through negotiated transactions from time to time depending on market conditions. As of June 30, 2026, the Company had 744,611 shares remaining available for repurchase under the program.

Note 6 – Industry Segment Information

The services provided by the Company are classified into two reportable segments: Information Services and Banking Services. Each of these segments provides distinct services that are marketed through different channels and are consistent with the presentation of financial information to the chief operating decision maker to evaluate segment performance, develop strategy, and allocate resources. They are managed separately due to their unique service and processing requirements. The Company's chief operating decision maker is the President and Chief Executive Officer of Cass Information Systems, Inc.

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The Information Services segment provides transportation, energy, telecommunication, and environmental invoice processing and payment services to large corporations. In addition, this segment provides church management software and on-line generosity services primarily for faith-based ministries. As discussed in Note 2 to the consolidated financial statements, the Company applied discontinued operations accounting to the assets and liabilities sold related to the TEM Business Unit for the three and six months ended June 30, 2026 and 2025, as applicable. The TEM Business Unit is included in the Information Services operating segment. The Banking Services segment provides banking services primarily to privately held businesses, franchise restaurants and faith-based ministries, as well as supporting the banking needs of the Information Services segment.

The Company’s accounting policies for segments are the same as those described in the summary of significant accounting policies in the Company’s 2025 Form 10-K. Both management and the chief operating decision maker evaluate segment performance based on pre-tax income after allocations for corporate expenses. Transactions between segments are accounted for at what management believes to be fair value.

Substantially all revenue originates from, and all long-lived assets are located within, the United States and no revenue from any customer of any segment exceeds 10% of the Company’s consolidated revenue.

Funding sources represent average balances and deposits generated by Information Services and Banking Services and there is no allocation methodology used. Banking Services interest income is determined by actual interest income on loans minus actual interest expense paid on deposits plus/minus an allocation for interest income or expense dependent on the remaining available liquidity of the segment. Information Services interest income is determined by multiplying available liquidity by actual yields on short-term investments and investment securities.

Intersegment income (expense) primarily consists of payment processing fees paid by the Information Services segment to the Banking services segment. The Corporate elimination for total assets and interest income and interest expense primarily relates to allocated funds and related interest depending on funding needs of the operating segments.

Any difference between total segment interest income and overall total Company interest income is included in Corporate, Eliminations, and Other.

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Summarized information about the Company’s operations in each industry segment is as follows:

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Note 7 – Loans by Type

A summary of loans is as follows:

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The following table presents the aging of loans past due by category at June 30, 2026 and December 31, 2025:

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The following table presents the credit exposure of the loan portfolio by internally assigned credit grade as of June 30, 2026 and December 31, 2025:

1 Loans subject to normal monitoring involve borrowers of acceptable-to-strong credit quality and risk, who have the apparent ability to satisfy their loan obligations.

2 Loans subject to special monitoring possess some credit deficiency or potential weakness which requires a high level of management attention.

Loan modifications to borrowers experiencing financial difficulty may be in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, a term extension, or a combination thereof, among other things. There were no loans modified during the three and six months ended June 30, 2026. There were two loans modified during the three and six months ended June 30, 2025. Both loans modified during the three and six months ended June 30, 2025 were due to term extensions coupled with an interest rate increase.

There were no modified loans that had a payment default during the six months ended June 30, 2026 that had been modified due to the borrower experiencing financial difficulty within the 12 previous months preceding the default.

At June 30, 2026, the Company had no commitments to lend additional funds to borrowers experiencing financial difficulty for which the Company modified the terms of the loans in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension during the current period.

Upon the Company's determination that a modified loan has subsequently been deemed uncollectible, the loan is written off. There were no loans written off during the six months ended June 30, 2026.

At June 30, 2026, the Company had two non-accrual loans totaling $1.6 million that had an allowance for credit losses specifically allocated to them of $288,000 based on an evaluation of expected credit losses. There were three non-accrual

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loans at December 31, 2025 totaling $7.0 million. The Company did not record any interest income on non-accrual loans during the three and six months ended June 30, 2026 or 2025.

There were no foreclosed loans recorded as other real estate owned as of June 30, 2026 or December 31, 2025.

As of June 30, 2026, there was one loan totaling $1.0 million to executive officers or directors. There were no loans to executive officers or directors at December 31, 2025.

A summary of the activity in the allowance for credit losses (“ACL”) by category for the six months ended June 30, 2026 and year-ended December 31, 2025 is as follows:

(1) For the six months ended June 30, 2026, there was a release of credit losses of $185,000 for unfunded commitments.

Note 8 – Commitments and Contingencies

In the normal course of business, the Company is party to activities that contain credit, market and operational risks that are not reflected in whole or in part in the Company’s consolidated financial statements. As more fully described in the Form 10-K, such activities include traditional off-balance sheet credit-related financial instruments. These financial instruments include commitments to extend credit, commercial letters of credit and standby letters of credit. The Company’s maximum potential exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, commercial letters of credit and standby letters of credit is represented by the contractual amounts of those instruments. Commitments to extend credit and letters of credit are subject to the same underwriting standards as those financial instruments included on the consolidated balance sheets. An allowance for unfunded commitments of $234,000 and $419,000 had been recorded at June 30, 2026 and December 31, 2025, respectively.

At June 30, 2026, the balances of unfunded commitments, standby and commercial letters of credit were $139.4 million, $12.6 million, and $692,000, respectively. Since some of the financial instruments may expire without being drawn upon, the total amounts do not necessarily represent future cash requirements.

Note 9 – Share-Based Compensation

On February 16, 2023, the Board of Directors adopted the 2023 Omnibus Stock and Performance Compensation Plan (the "2023 Omnibus Plan"), which was approved by the Company's shareholders on April 18, 2023. The 2023 Omnibus Plan permits the issuance of up to 1.0 million shares of the Company’s common stock in the form of stock options, SARs, restricted stock, restricted stock units, phantom stock, and performance awards. During the six months ended June 30, 2026, 49,705 time-based restricted shares and 45,557 performance-based restricted shares were granted under the 2023 Omnibus Plan. Share-based compensation expense was $1.1 million and $2.6 million for the three and six months ended June 30, 2026, respectively, and $918,000 and $2.2 million for the three and six months ended June 30, 2025, respectively.

Restricted Stock

Restricted shares granted to Company employees are amortized to expense over a three-year cliff vesting period, or until vesting occurs upon retirement. Restricted shares granted to members of the Board of Directors are amortized to expense over a one-year service period, with the exception of those shares granted in lieu of cash payments for retainer fees which are expensed in the period earned.

As of June 30, 2026, the total unrecognized compensation expense related to non-vested restricted shares was $2.2 million, and the related weighted-average period over which it is expected to be recognized is approximately 1.44 years.

Following is a summary of the activity of the Company's restricted stock for the six months ended June 30, 2026, with total shares and weighted-average fair value:

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Performance-Based Restricted Stock

The Company has granted three-year performance-based restricted stock (“PBRS”) awards which are contingent upon the Company’s achievement of pre-established financial goals over a three-year cliff vesting period. The number of shares issued ranges from 0% to 150% of the target opportunity based on the actual achievement of financial goals for the three-year performance period.

Following is a summary of the activity of the PBRS for the six months ended June 30, 2026, based on 100% of target value:

The PBRS that vested during the six months ended June 30, 2026 were based on the Company's achievement of 61.9% of target financial goals for the 2023-2025 performance period, resulting in the issuance of 30,364 shares of common stock. The outstanding PBRS at June 30, 2026 will vest at scheduled vesting dates and the actual number of shares of common stock issued will range from 0% to 150% of the target opportunity based on the actual achievement of financial goals for the respective three-year performance period.

Note 10 – Employee Benefit Plans

The Company has an unfunded supplemental executive retirement plan (the "SERP"). There are no current employees earning benefits and therefore, there is no service cost associated with the SERP. The following table represents the components of the net periodic cost for the SERP:

SERP cost recorded to expense was $108,000 and $216,000 for the three and six months ended June 30, 2026, respectively and $112,000 and $225,000 for the three and six months ended June 30, 2025, respectively.

Note 11 – Income Taxes

The effective tax rate for continuing operations was 19.7% for both the three and six months ended June 30, 2026 and was 17.8% and 20.1% for the three and six months ended June 30, 2025, respectively. The effective tax rate can differ from the

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statutory rate of 21% primarily due to the impact of state income taxes, tax-exempt interest received from municipal bonds, bank-owned life insurance income, and other factors.

Note 12 – Investment Securities

Investment securities available-for-sale are recorded at fair value on a recurring basis. The Company’s investment securities available-for-sale are measured at fair value using Level 2 inputs including observable trade data, market data, etc. The market evaluation utilizes several sources which include “observable inputs” rather than “significant unobservable inputs” and therefore fall into the Level 2 category. The amortized cost, gross unrealized gains, gross unrealized losses and fair value of investment securities are summarized as follows:

The fair values of investment securities with unrealized losses are as follows:

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There were 217 investment securities, or 75.6% (147 of which for greater than 12 months), in an unrealized loss position as of June 30, 2026. The unrealized losses at June 30, 2026 were primarily attributable to changes in market interest rates after the investment securities were purchased. The Company does not currently intend to sell, and based on current conditions, the Company does not believe it will be required to sell these available-for-sale investment securities before the recovery of the amortized cost basis, which may be the maturity dates of the investment securities. Therefore, the unrealized losses are recorded in accumulated other comprehensive loss. There were 204 investment securities, or 67.3% (177 of which for greater than 12 months), in an unrealized loss position as of December 31, 2025. At June 30, 2026 and December 31, 2025, the Company had not recorded an allowance for credit losses on investment securities.

The amortized cost and fair value of investment securities by contractual maturity are shown in the following table. Expected maturities may differ from contractual maturities because borrowers have the right to prepay obligations with or without prepayment penalties.

Proceeds from sales of investment securities classified as available-for-sale were $28.1 million and $31.6 million for the three and six months ended June 30, 2026, and were $30.1 million and $53.1 million for the three and six months ended June 30, 2025, respectively. Gross realized losses were $120,000 and $177,000 for the three and six months ended June 30, 2026, respectively, and were $3.6 million for both the three and six months ended June 30, 2025. There were $125,000 and $187,000 realized gains for the three and six months ended June 30, 2026, respectively, and $0 gross realized gains for both the three and six months ended June 30, 2025. There were no investment securities pledged to secure public deposits at June 30, 2026. The Company pledged municipal securities to secure its $80.0 million of short-term borrowings at June 30, 2026.

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Note 13 – Short-term borrowings

The Company has lines of credit from three third party financial institutions up to a maximum of $250.0 million in aggregate collateralized by state and political subdivision securities. As of June 30, 2026, total outstanding borrowings under these facilities were $80.0 million. As such, the Company had future availability of $170.0 million at June 30, 2026.

The lines of credit mature on various dates from November 27, 2026 to June 30, 2027. The lines of credit bear interest at variable rates from a range of the Wall Street Journal ("WSJ") prime rate minus 0.50% to the WSJ prime rate minus 2.40%. All of the lines of credit include either a commitment fee or unused line fee of 0.10% per annum. During the three months ended June 30, 2026, the weighted‑average interest rate on outstanding short-term borrowings was 5.71%.

Availability under the lines of credit is subject to customary borrowing base provisions, financial covenants, and other terms as defined in the respective agreements. As of June 30, 2026, the Company was in compliance with all such covenants.

Note 14 – Fair Value of Financial Instruments

Following is a summary of the carrying amounts and fair values of the Company’s financial instruments:

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Cash Equivalents - The carrying amount approximates fair value.

Investment Securities - The fair value is measured on a recurring basis using Level 2 inputs including observable trade data, market data, etc. Refer to Note 12, “Investment Securities,” for fair value and unrealized gains and losses by investment type.

Loans - The fair value is estimated using present values of future cash flows discounted at risk-adjusted interest rates for each loan category designated by management and is therefore a Level 3 valuation. Management believes that the risk factor embedded in the interest rates along with the allowance for credit losses result in a fair valuation.

Accrued Interest Receivable - The carrying amount approximates fair value.

Deposits - The fair value of demand deposits, savings deposits and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities and therefore, is a Level 2 valuation. The fair value estimates above do not include the benefit that results from the low-cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market or the benefit derived from the customer relationship inherent in existing deposits.

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Accounts and Drafts Payable - The carrying amount approximates fair value.

Short-term borrowings - The carrying amount approximates fair value.

Accrued Interest Payable - The carrying amount approximates fair value.

Note 15 – Revenue from Contracts with Customers

Revenue is recognized as the obligation to the customer is satisfied. The Company’s revenue from contracts with clients is as follows:

Processing fees – The Company earns fees on a per-item or monthly basis for the invoice processing services rendered on behalf of customers. Per-item fees are recognized at the point in time when the performance obligation is satisfied. Monthly fees are earned over the course of a month, representing the period over which the performance obligation is satisfied. The contracts have no significant variable consideration or financing components.

Financial fees – The Company earns fees on a transaction level basis for invoice payment services when making customer payments. Fees are recognized at the point in time when the payment transactions are made, which is when the performance obligation is satisfied. The contracts have no significant impact of variable consideration and no significant financing components.

Bank service fees – Revenue from service fees consists of service charges and fees on deposit accounts under depository agreements with customers to provide access to deposited funds. Service charges on deposit accounts are transaction-based fees that are recognized at the point in time when the performance obligation is satisfied. The contracts have no significant impact of variable consideration and no significant financing components.

The following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope for the periods ended June 30, 2026 and 2025.

Note 16 – Leases

The Company leases certain premises under operating leases. As of June 30, 2026, the Company had lease liabilities of $4.1 million and right-of-use assets of $4.0 million. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively. Presented within occupancy expense on the Consolidated Statements of Income for the three and six months ended June 30, 2026, operating lease cost was $214,000 and $428,000, short-term lease cost was $42,000 and $88,000, and there was no variable lease cost. At June 30, 2026, the weighted-average remaining lease term for the operating leases was 5.7 years and the weighted-average discount rate used in the measurement of operating lease liabilities was 2.75%. Certain of the Company’s leases contain options to renew the lease; however, these renewal options are not included in the calculation of the lease liabilities as they are not reasonably certain to be exercised. See the Company’s 2025 Form 10-K for information regarding these commitments.

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A maturity analysis of operating lease liabilities and undiscounted cash flows as of June 30, 2026 is as follows:

There were no sale and leaseback transactions, leveraged leases, or lease transactions with related parties during the six months ended June 30, 2026.

Note 17 – Subsequent Events

In accordance with FASB ASC 855, Subsequent Events, the Company has evaluated subsequent events after the consolidated balance sheet date of June 30, 2026. There were no other events identified that would require additional disclosures to prevent the Company’s unaudited consolidated financial statements from being misleading.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Cass Information Systems, Inc. ("Cass" or the "Company") provides payment and information processing services to large manufacturing, distribution, and retail enterprises across the United States. The Company’s services include freight invoice rating, payment processing, auditing, and the generation of accounting and transportation information. Cass also processes and pays facility-related invoices, which include electricity and gas as well as waste and telecommunications expenses. Cass solutions include integrated payments, a B2B payment platform for clients that require an agile fintech partner. Additionally, the Company offers a church management software solution and an on-line platform to provide generosity services for faith-based and non-profit organizations. The Company’s bank subsidiary, Cass Commercial Bank (the “Bank”), supports the Company’s payment operations. The Bank also provides banking services to its target markets, which include privately held businesses in the St. Louis metropolitan area and restaurant franchises and faith-based ministries within the United States.

In general, Cass is compensated for its information processing services through service fees, transactional level payment services, and investment of account balances generated during the payment process. Both the number of transactions processed and the dollar volume processed are therefore key metrics followed by management. The Bank earns most of its revenue from net interest income.

Various factors will influence the Company’s revenue and profitability, such as changes in the general level of interest rates, which has a significant effect on net interest income; industry-wide factors, such as the willingness of large corporations to outsource key business functions, and the general level of transportation and energy costs; and economic factors that include the general level of economic activity, the ability to hire and retain qualified staff, the growth and quality of the Bank’s loan portfolio, and the effects of tariffs or other domestic or international governmental policies. For a more detailed discussion of the Company’s revenue drivers and factors that impact the Company’s results of operation and financial condition generally, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2025 Form 10-K.

Recent Industry Developments and Items of Note

Contract freight rates have recently begun to increase, and, together with fuel surcharges from rising diesel prices, are contributing to higher Transportation dollars processed and paid. The increase in Transportation dollars paid is expected to increase the overall level of average accounts and drafts payable, which results in increased interest income, and average payments in advance of funding, which results in increased financial fees.

Results of Operations

The following paragraphs more fully discuss the results of operations and changes in financial condition for the three months ended June 30, 2026 (“second quarter of 2026”) compared to the three months ended June 30, 2025 (“second quarter of 2025”) and the six months ended June 30, 2026 ("first half of 2026") compared to the six months ended June 30, 2025 ("first half of 2025"). The following discussion and analysis should be read in conjunction with the unaudited consolidated financial statements and related notes and with the statistical information and financial data appearing in this report, as well as in the Company’s 2025 Form 10-K. Results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be attained for any other period.

Discontinued Operations

The Company has applied discontinued operations accounting in accordance with Accounting Standards Codification, or ASC, Topic 205-20, “Presentation of Financial Statements – Discontinued Operations,” to the assets and liabilities sold related to the Company's TEM Business Unit for the three and six months ended June 30, 2026, and 2025, as applicable. All financial information in this Quarterly Report on Form 10-Q is reported on a continuing operations basis, unless otherwise noted. See Note 2 to our consolidated financial statements for further discussion regarding discontinued operations.

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Summary of Results

The following table summarizes the Company’s operating results:

Second quarter of 2026 compared to second quarter of 2025:

The Company recorded net revenue of $49.9 million during the second quarter of 2026, an increase of 12.5% from the second quarter of 2025, primarily driven by an increase in net interest income and financial fees, partially offset by lower processing fees. Operating expense decreased 3.5% compared to the second quarter of 2025 primarily due to $1.8 million bad debt recovery. Net income was $10.6 million, an increase of 19.6% and diluted EPS was $0.81 per share, an increase of 22.7% from the second quarter of 2025.

The Company posted a 1.67% return on average assets and 17.72% return on average equity.

First half of 2026 compared to first half of 2025:

The Company recorded net revenue of $99.0 million during the first half of 2026, an increase of 9.1% from the first half of 2025, primarily driven by an increase in net interest income and financial fees, partially offset by lower processing fees. Operating expense increased 1.8% compared to the first half of 2025. Net income was $19.4 million, an increase of 9.0% and diluted EPS was $1.48 per share, an increase of 13.0% from the first half of 2025.

The Company posted a 1.54% return on average assets and 16.17% return on average equity.

Fee Revenue and Other Income

The Company’s fee revenue is derived mainly from transportation and facility processing and financial fees. As the Company provides its processing and payment services, it is compensated by service fees which are typically calculated on a per-item basis, discounts received for services provided to carriers and by the accounts and drafts payable balances

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generated in the payment process which can be used to generate interest income. Processing volumes, average payments in advance of funding, and fee revenue were as follows:

Second quarter of 2026 compared to second quarter of 2025:

Processing fees decreased $614,000, or 3.7% over the same period in the prior year reflecting lower transportation and facility invoice volumes.

Financial fees increased $790,000, or 7.8%, primarily attributable to an increase in average payments in advance of funding of 19.4% compared to the prior period.

The Company sold $34.0 million of corporate investment securities with a weighted-average yield of 2.29% at a loss of $3.6 million during the second quarter of 2025.

First half of 2026 compared to first half of 2025:

Processing fees decreased $1.4 million, or 4.1%, reflecting lower transportation and facility invoice volumes.

Financial fees increased $1.3 million, or 6.3%, primarily attributable to an increase in average payments in advance of funding of 10.8% compared to the prior period.

Net Interest Income

Net interest income is the difference between interest earned on loans, investments, and other earning assets and interest expense on deposits and other interest-bearing liabilities. Net interest income is a significant source of the Company’s revenues. The following table summarizes the changes in tax-equivalent net interest income and related factors:

*Presented on a tax-equivalent basis assuming a tax rate of 21% for both 2026 and 2025.

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Second quarter of 2026 compared to second quarter of 2025:

The increase in net interest income is primarily attributable to the net interest margin improving to 4.00% as compared to 3.78% in the same period last year, in addition to an increase in average earning assets of $108.7 million, or 5.2%. The yield on interest-earning assets increased 16 basis points from 4.58% to 4.74% while the cost of interest-bearing liabilities decreased 22 basis points from 2.71% to 2.49%.

Average loans decreased $35.1 million, or 3.1%, to $1.09 billion. The average yield on loans increased 23 basis points to 5.87%, primarily due to the continued maturity and subsequent re-pricing of fixed rate loans originated in the years 2021 and 2022 to current market interest rates.

Average investment securities increased $136.9 million, or 20.6%, to $802.5 million. The increase was primarily driven by the partial repositioning of the portfolio at the end of the second quarter of 2025 as well as purchases of investments at current market rates. The average yield on taxable investment securities increased 58 basis points to 3.63% and the average yield on tax-exempt investment securities increased 113 basis points to 4.04%.

Average short-term investments, consisting of interest-bearing deposits in other financial institutions and federal funds sold, increased $6.9 million, or 2.3%, to $305.8 million. The average yield on short-term investments decreased 66 basis points to 3.37%, primarily due to the decrease in the Federal Funds rate. The majority of these short-term investments are held at the Federal Reserve Bank.

The average balance of interest-bearing deposits increased $27.0 million, or 4.4%, to $642.9 million. Average non-interest-bearing demand deposits increased $39.1 million, or 10.0%, to $432.2 million. The increase in average non-interest bearing deposits is primarily due to growth within CassPay. The average rate paid on interest-bearing deposits decreased 27 basis points to 2.44% due to the reduction in short-term interest rates.

Average accounts and drafts payable increased $56.0 million, or 5.0%, to $1.18 billion. The increase in average accounts and drafts payable was primarily driven by the increase in transportation dollar volumes of 7.4% as well as the increase in facility dollar volumes of 2.6%.

First half of 2026 compared to first half of 2025:

The increase in net interest income is primarily attributable to the net interest margin improving to 3.97% as compared to 3.76% in the same period last year, in addition to an increase in average earning assets of $109.5 million, or 5.2%. The yield on interest-earning assets increased 14 basis points from 4.56% to 4.70% while the cost of interest-bearing liabilities decreased 22 basis points from 2.68% to 2.46%.

Average loans decreased $39.1 million, or 3.5%, to $1.08 billion. The average yield on loans increased 21 basis points to 5.84%, primarily due to the continued maturity and subsequent re-pricing of fixed rate loans originated in the years 2021 and 2022 to current market interest rates.

Average investment securities increased $167.1 million, or 26.2%, to $805.7 million due to the utilization of available liquidity to purchase investment securities. The average yield on taxable investment securities increased 63 basis points to 3.63% and the average yield on tax-exempt investment securities increased 123 basis points to 3.97%. The increase in yield was primarily driven by the partial repositioning of the portfolio at the end of the second quarter of 2025 as well as purchases of investments at current market rates.

Average short-term investments, consisting of interest-bearing deposits in other financial institutions and federal funds sold, decreased $18.5 million, or 5.4%, to $322.6 million. The average yield on short-term investments decreased 70 basis points to 3.38%, primarily due to the decrease in the Federal Funds rate. The majority of these short-term investments are held at the Federal Reserve Bank.

The average balance of interest-bearing deposits increased $23.5 million, or 3.8%, to $645.6 million. Average non-interest-bearing demand deposits increased $27.9 million, or 7.0%, to $427.0 million. The increase in non-interest bearing demand deposits is primarily due to the growth in average CassPay deposits compared to the first half of 2025. The average rate paid on interest-bearing deposits decreased 26 basis points to 2.42% due to the reduction in short-term interest rates.

Average accounts and drafts payable increased $68.4 million, or 6.2%, to $1.18 billion. The increase in average accounts and drafts payable was primarily driven by the increase in facility dollar volumes of 5.1% as well as the increase in transportation dollar volumes of 6.0%.

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Distribution of Assets, Liabilities and Shareholders' Equity; Interest Rate and Interest Differential

The following tables show the condensed average balance sheets for each of the periods reported, the tax-equivalent interest income and expense for each category of interest-earning assets and interest-bearing liabilities, and the average yield on such categories of interest-earning assets and the average rates paid on such categories of interest-bearing liabilities for each of the periods reported.

1.Balances shown are daily averages.

2.Interest income on loans includes net loan fees of $121,000 and $118,000 for the second quarter of 2026 and 2025, respectively.

3.Yields on investment securities are computed as interest income divided by the average amortized cost of the investments.

4.Interest income is presented on a tax-equivalent basis assuming a tax rate of 21% for both 2026 and 2025. The tax-equivalent adjustment was approximately $360,000 and $215,000 for the second quarter of 2026 and 2025, respectively.

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1.Balances shown are daily averages.

2.Interest income on loans includes net loan fees of $223,000 and $485,000 for the six months ended June 30, 2026 and 2025, respectively.

3.Yields on investment securities are computed as interest income divided by the average amortized cost of the investments.

4.Interest income is presented on a tax-equivalent basis assuming a tax rate of 21% for both the six months ended June 30, 2026 and 2025. The tax-equivalent adjustment was approximately $732,000 and $383,000 for the six months ended June 30, 2026 and 2025, respectively.

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Analysis of Net Interest Income Changes

The following tables present the changes in interest income and expense between periods due to changes in volume and interest rates. That portion of the change in interest attributable to the combined rate/volume variance has been allocated to rate and volume changes in proportion to the absolute dollar amounts of the change in each.

1.Interest income includes net loan fees.

2.Interest income is presented on a tax-equivalent basis assuming a tax rate of 21% for the three months ended June 30, 2026 and 2025.

1.Interest income includes net loan fees.

2.Interest income is presented on a tax-equivalent basis assuming a tax rate of 21% for the six months ended June 30, 2026 and 2025.

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Provision and Allowance for Credit Losses and Allowance for Unfunded Commitments

The Company recorded a provision for credit losses and off-balance sheet credit exposures of $531,000 and $25,000 for the second quarter of 2026 and 2025, respectively. The Company recorded a provision for credit losses and off-balance sheet credit exposures of $592,000 and $930,000 for the first half of 2026 and 2025, respectively. The amount of the provision for (release of) credit losses is derived from the Company’s quarterly Current Expected Credit Loss (“CECL”) model. The amount of the provision for (release of) credit losses will fluctuate as determined by these quarterly analyses. The provision for credit losses in the second quarter of 2026 was driven by a specific reserve on a nonperforming commercial real estate loan and an increase in total loans of $41.8 million, or 3.9%, as compared to December 31, 2025.

The Company experienced no loan charge-offs in the first half of 2026 or 2025. The ACL was $14.4 million at June 30, 2026 and $13.6 million at December 31, 2025. The ACL represented 1.30% of outstanding loans at June 30, 2026 and 1.28% of outstanding loans at December 31, 2025. The allowance for unfunded commitments was $234,000 at June 30, 2026 and $419,000 at December 31, 2025. There were $1.6 million of nonperforming loans outstanding at June 30, 2026 and $7.0 million at December 31, 2025. The Company has a specific allowance for credit losses of $288,000 allocated to its non-accrual loans at June 30, 2026.

The ACL has been established and is maintained to estimate the lifetime expected credit losses in the loan portfolio. An ongoing assessment is performed to determine if the balance is adequate. Charges or credits are made to expense based on changes in the economic forecast, qualitative risk factors, loan volume, and individual loans. For loans that are individually evaluated, the Company uses two impairment measurement methods: 1) the present value of expected future cash flows and 2) collateral value.

The Company also utilizes ratio analyses to evaluate the overall reasonableness of the ACL compared to its peers and required levels of regulatory capital. Federal and state regulatory agencies review the Company’s methodology for maintaining the ACL. These agencies may require the Company to adjust the ACL based on their judgments and interpretations about information available to them at the time of their examinations.

Summary of Credit Loss Experience

The following table presents information on the Company's provision for (release of) credit losses and analysis of the ACL:

Operating Expenses

Total operating expenses for the second quarter of 2026 decreased $1.4 million, or 3.5%, as compared to the second quarter of 2025. Total operating expenses for the first half of 2026 increased $1.3 million, or 1.8%, as compared to the first half of 2025. The following table details the components of operating expenses:

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Second quarter of 2026 compared to second quarter of 2025:

Salaries and commissions decreased $397,000, or 1.9%, as a result of a decrease in average full-time equivalent employees ("FTEs") of 9.0% due to automation and the ongoing consolidation within the Company's Facilities division, partially offset by merit increases. Share-based compensation and employee profit sharing increased $212,000 and $376,000, respectively, due to the improvement in net income from continuing operations. Other benefits decreased $858,000, or 18.6%, due to the decrease in FTEs in addition to lower health insurance claims and related expenses as compared to the second quarter of 2025.

Equipment expense increased $214,000, primarily due to an increase in depreciation and licensing and maintenance expense on software related to technology initiatives.

The Company recorded a bad debt recovery of $1.8 million related to the second annual payment in a litigation settlement. Three annual payments remaining of $1.25 million each, plus interest, remain under the settlement agreement.

Other operating expense increased $828,000, or 12.1%. The increase is primarily due to higher business development costs and professional fees.

First half of 2026 compared to first half of 2025:

Salaries and commissions decreased $792,000, or 2.0%, as a result of a decrease in average full-time equivalent employees ("FTEs") of 8.4% due to automation and the ongoing consolidation within the Company's Facilities division, partially offset by merit increases. Share-based compensation and employee profit sharing increased $410,000 and $508,000, respectively, due to the improvement in net income from continuing operations. Other benefits decreased $793,000, or 8.4%, due to the decrease in FTEs in addition to lower health insurance claims and related expenses.

Equipment expense increased $352,000, primarily due to an increase in depreciation and licensing and maintenance expense on software related to technology initiatives.

The Company recorded a bad debt recovery of $1.8 million during the first half of 2026 compared to $2.0 million during the first half of 2025.

Other operating expense increased $1.4 million, or 10.3%. The increase is primarily due to higher business development costs and professional fees.

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Net Income from Discontinued Operations

Second quarter of 2026 compared to second quarter of 2025:

Net income from discontinued operations was $12,000, a decrease of $3.7 million, or 99.7% over the same period in the prior year. The decrease is primarily due to the gain on sale of the TEM Business Unit of $3.6 million in the second quarter of 2025.

First half of 2026 compared to first half of 2025:

Net income from discontinued operations was $105,000, a decrease of $4.0 million, or 97.4% over the same period in the prior year. The decrease is primarily due to the gain on sale of the TEM Business Unit of $3.6 million in the first half of 2025.

Financial Condition

Total assets at June 30, 2026 were $2.52 billion, a decrease of $89.8 million, or 3.4%, from December 31, 2025.

The Company experienced a decrease in cash and cash equivalents of $163.8 million, or 41.8%, during the first half of 2026. The change in cash and cash equivalents reflects the Company’s daily liquidity position and is primarily impacted by changes in funding sources, mainly accounts and drafts payable, deposits and short-term borrowings, cash flows in and out of loans, investment securities, accounts and drafts receivable, and payments in advance of funding.

The investment securities portfolio decreased $34.0 million, or 4.4%, during the first half of 2026. The decrease is primarily due to sales of $31.6 million, and maturities of $39.0 million, partially offset by purchases of $42.3 million.

Loans increased $41.8 million, or 3.9%, from December 31, 2025. The Company experienced growth in its commercial and industrial loan portfolio during the first half of 2026.

Payments in advance of funding increased $85.1 million, or 51.7%, primarily due to a higher level of demand for the Company's early payment solutions as well as timing of quarter end advances.

Accounts and drafts receivable from customers decreased $24.7 million, or 35.6%, from December 31, 2025. The decrease is solely due to timing of customer funding.

Total deposits at June 30, 2026 were $1.12 billion, a decrease of $83.5 million, or 7.0%, from December 31, 2025. Given the nature of the Company's deposit base being larger commercial clients, the ending balance of deposits will fluctuate from period end to period end due to liquidity needs of these clients. Average balances are generally a more meaningful measure of deposits.

Accounts and drafts payable at June 30, 2026 were $1.03 billion, a decrease of $96.8 million, or 8.6%, from December 31, 2025. Accounts and drafts payable are a stable source of funding generated by payment float from transportation and facility clients. The ending balance of accounts and drafts payable will fluctuate from period to period due to the payment processing cycle, which results in lower balances on days when payments clear and higher balances on days when

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payments are issued. For this reason, average balances are generally a more meaningful measure of accounts and drafts payable.

Short-term borrowings were $80.0 million at June 30, 2026. The Company borrowed on its lines of credit primarily to fund the $85.1 million increase in payments as compared to December 31, 2025.

Total liabilities at June 30, 2026 were $2.27 billion, a decrease of $91.5 million, or 3.9%, from December 31, 2025, reflective of the decrease in accounts and drafts payable and total deposits, partially offset by the increase in short-term borrowings.

Total shareholders’ equity at June 30, 2026 was $244.7 million, a $1.7 million increase from December 31, 2025. The increase in shareholders’ equity is a result of net income of $19.4 million, partially offset by dividends paid of $8.2 million, the repurchase of Company stock of $6.0 million, and an increase in accumulated other comprehensive loss of $4.2 million.

Liquidity and Capital Resources

The Company's liquidity management discipline seeks to ensure funds are available to meet all obligations as they come due. These obligations include processing invoice payments, satisfying depositor withdrawal requests, and funding borrower credit demands. A primary goal of this practice is to achieve these objectives while maximizing profitability. This is accomplished by balancing changes in demand for funds with changes in supply of funds. Primary liquidity to meet demand is provided by short-term liquid assets that can be converted to cash, maturing investment securities and the ability to obtain funds from external sources. The Company's Asset/Liability Committee has direct oversight responsibility for the Company's liquidity position and profile. Management considers both on-balance sheet and off-balance sheet items in its evaluation of liquidity.

The balance of liquid assets consists of cash and cash equivalents, which include cash and due from banks, interest-bearing deposits in other financial institutions, federal funds sold and money market funds. Cash and cash equivalents totaled $228.5 million at June 30, 2026, a decrease of $163.8 million, or 41.8%, from December 31, 2025. At June 30, 2026, these assets represented 9.1% of total assets and are the Company’s and its subsidiaries’ primary source of liquidity to meet future expected and unexpected loan demand, depositor withdrawals or reductions in accounts and drafts payable.

Secondary sources of liquidity include the investment portfolio and borrowing lines. Total investment securities were $736.8 million at June 30, 2026, a decrease of $34.0 million from December 31, 2025. These assets represented 29.3% of total assets at June 30, 2026. Of the total portfolio, 1.2% mature in one year, 8.3% mature in one to five years, and 90.5% mature in five or more years. The Company maintains a weighted average duration of its investment securities portfolio of approximately five years given the Company's asset sensitivity with approximately 70% of its funding sources being non-interest bearing.

The Bank has unsecured lines of credit at six correspondent banks to purchase federal funds up to a maximum of $83.0 million in aggregate. As of June 30, 2026, the Bank also has secured lines of credit with the Federal Home Loan Bank of $224.1 million collateralized by mortgage loans. The Bank had no amounts outstanding under any line of credit as of December 31, 2025.

The Company also has secured lines of credit from three banks up to a maximum of $250.0 million in aggregate collateralized by investment securities. There was $80.0 million total outstanding on the Company's lines of credit as of June 30, 2026.

The deposits of the Company's banking subsidiary have historically been stable, consisting of a sizable volume of core deposits related to customers that utilize other commercial products of the Bank, including CassPay and faith-based customers. The accounts and drafts payable generated by the Company has also historically been a stable source of funds. The Company is part of the Certificate of Deposit Account Registry Service (“CDARS”) and Insured Cash Sweep (“ICS”) deposit placement programs. Time deposits include $75.7 million of CDARS deposits and interest-bearing demand deposits include $176.1 million of ICS deposits. These programs offer the Bank’s customers the ability to maximize Federal Deposit Insurance Corporation (“FDIC”) insurance coverage. The Company uses these programs to retain or attract deposits from existing customers.

Net cash flows provided by operating activities were $31.5 million for the first half of 2026, compared to $20.3 million for the first half of 2025, an increase of $11.2 million. Net cash flows from investing and financing activities fluctuate greatly as the Company actively manages its investment and loan portfolios and customer activity influences changes in deposit and accounts and drafts payable balances. Other causes for the changes in these account balances are discussed earlier in

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this report. Due to the daily fluctuations in these account balances, the analysis of changes in average balances, also discussed earlier in this report, can be more indicative of underlying activity than the period-end balances used in the statements of cash flows. Management anticipates that cash and cash equivalents, maturing investments and cash from operations will continue to be sufficient to fund the Company’s operations and capital expenditures in 2026, which are estimated to be approximately $6.0 million. Capital expenditures in 2026 are expected to primarily consist of purchases of equipment and software related to the payment and information processing services business.

Net income plus amortization of intangible assets, net amortization of premium/discount on investment securities and depreciation of premises and equipment was $22.5 million and $22.2 million for the first half of 2026 and 2025, respectively. The increase was primarily due to higher net income of $1.6 million, partially offset by lower net amortization of premiums/discounts on investment securities of $1.3 million and lower depreciation of $32,000. The net amortization of premium/discount on investment securities is dependent on the type of securities purchased and changes in the prevailing market interest rate environment.

Other factors impacting the $11.2 million increase in net cash provided by operating activities include:

• A change in the current income tax liability of $5.7 million;
• A change in other operating activities of $3.3 million; and
• An increase in stock-based compensation of $410,000.

The Company faces market risk to the extent that its net interest income and fair market value of equity are affected by changes in market interest rates. For information regarding the market risk of the Company’s financial instruments, see Item 3, “Quantitative and Qualitative Disclosures about Market Risk.”

There are several trends and uncertainties that may impact the Company’s ability to generate revenues and income at the levels that it has in the past. Those that could significantly impact the Company include the general levels of interest rates, business activity, inflation, and energy costs as well as new business opportunities available to the Company. For more detailed information on these trends and uncertainties and how they can generally affect the Company’s available liquidity, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity” in the Company’s 2025 Form 10-K.

As a bank holding company, the Company and the Bank are subject to capital requirements administered by state and federal banking agencies. Capital adequacy guidelines, and, for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are subject to qualitative judgments by regulators about components, risk weighting, and other factors. In addition, the calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations. For example, as allowed under the Basel III Capital Rules, the Company has elected to opt-out of the requirement to include most components of accumulated other comprehensive income in common equity Tier 1 capital. For more information on these regulatory requirements, including the Basel III Capital Rules and capital classifications, see Item 1, "Business-Supervision and Regulation" and Item 8, Note 2, "Financial Statements and Supplementary Data" of the Company's 2025 Form 10-K.

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The Company and the Bank continue to exceed all regulatory capital requirements, as evidenced by the following capital amounts and ratios:

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Impact of New or Not Yet Adopted Accounting Pronouncements

In July 2025, the FASB issued Accounting Standards Update 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"). ASU 2025-05 provides the option to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. ASU 2025-05 was effective for the Company on January 1, 2026 and did not have a material impact on its consolidated financial statements.

In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"). ASU 2025-06 clarified and modernizes the accounting for costs related to internal-use software. The amendments in ASU 2025-06 remove all references to project stages throughout Subtopic 350-40 and clarify the threshold entities apply to begin capitalizing costs. ASU 2025-06 is effective for the Company for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. The Company is currently evaluating the impact of adoption of ASU 2025-06 on its consolidated financial statements.

In December 2025, the FASB issued Accounting Standards Update 2025-11, Interim Reporting (Topic 720): Narrow-Scope Improvements ("ASU 2025-11"). ASU 2025-11 clarifies and enhances guidance under ASC 720 on interim financial reporting by (i) clarifying the scope of ASC 270 such that it now explicitly applies only to entities that issue complete interim financial statements and related notes under U.S. GAAP, (ii) establishing clear guidance on the form of interim statements and notes, incorporating a comprehensive list of required interim disclosures drawn from across the ASC, and (iii) introducing a requirement to disclose material events and changes occurring after the end of the last annual period that could impact interim results. ASU 2025-11 will be effective for the Company for interim periods beginning in 2028, though early adoption is permitted. The Company does not expect the adoption of 2025-11 to have a material impact on its consolidated financial statements.

Critical Accounting Policies

The Company has prepared the consolidated financial statements in this report in accordance with the Financial Accounting Standards Board Accounting Standards Codification. In preparing the consolidated financial statements, management makes estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. These estimates have been generally accurate in the past, have been consistent and have not required any material changes. There can be no assurances that actual results will not differ from those estimates. The accounting policy that requires significant management estimates and is deemed critical to the Company’s results of operations or financial position has been discussed with the Audit and Risk Committee of the Board of Directors and is described below.

Allowance for Credit Losses. The Company performs periodic and systematic detailed reviews of its loan portfolio to determine management’s estimate of the lifetime expected credit losses. Although these estimates are based on established methodologies for determining allowance requirements, actual results can differ significantly from estimated results. These policies affect both segments of the Company. The impact and associated risks related to these policies on the Company’s business operations are discussed in the “Provision and Allowance for Credit Losses and Allowance for Unfunded Commitments” section of this report.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As described in the Company’s 2025 Form 10-K for the year ended December 31, 2025, the Company manages its interest rate risk through measurement techniques that include gap analysis and a simulation model. As part of the risk management process, asset/liability management policies are established and monitored by management.

The following table summarizes simulated changes in net interest income versus unchanged rates over the next 12 months as of June 30, 2026 and December 31, 2025.

The Company is generally asset sensitive as average interest-earning assets of $2.20 billion for the second quarter of 2026 greatly exceeded average interest-bearing liabilities of $652.9 million. The table above on the projected impact of interest rate shocks results from a static balance sheet at June 30, 2026. Primarily as a result of $80.0 million in short-term borrowings at June 30, 2026, the simulated changes in projected net interest income from a static balance sheet are not indicative of what would occur in the next 12 months as the Company is not forecasting a significant balance in average short-term borrowings for the remainder of 2026. The Company believes that the interest rate shock results shown for December 31, 2025 are more indicative of what would happen in the various interest rate scenarios.

ITEM 4. CONTROLS AND PROCEDURES

The Company’s management, under the supervision and with the participation of the principal executive officer and the principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report and concluded that, as of such date, these controls and procedures were effective.

There were no changes in the second quarter of 2026 in the Company's internal control over financial reporting identified by the Company’s principal executive officer and principal financial officer in connection with their evaluation that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended).

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is the subject of various pending or threatened legal actions and proceedings, including those that arise in the ordinary course of business. Management believes the outcome of all such proceedings will not have a material effect on the businesses or financial conditions of the Company or its subsidiaries.

ITEM 1A. RISK FACTORS

The Company has included in Part I, Item 1A of its 2025 Form 10-K, a description of certain risks and uncertainties that could affect the Company’s business, future performance or financial condition (the “Risk Factors”). There are no material changes to the Risk Factors as disclosed in the Company’s 2025 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended June 30, 2026, the Company repurchased shares of its common stock as follows:

(1) During the quarter ended June 30, 2026, there were 65,557 shares repurchased pursuant to the Company's publicly announced treasury stock buyback program and 20,066 shares transferred from employees in satisfaction of tax withholding obligations upon the vesting of restricted stock.

(2) On November 6, 2025, the Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company's common stock with no expiration date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a)None.

(b)There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors implemented in the second quarter of 2026.

(c)During the three months ended June 30, 2026, none of the Company's officers or directors adopted or terminated any "Rule 10b5-1 trading arrangement" or any “non-Rule 10b5-1 trading arrangement,” as such terms are defined under Item 408 of Regulation S-K.

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ITEM 6. EXHIBITS

Exhibit 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101.INS XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Exhibit 101.SCH Inline XBRL Taxonomy Extension Schema Document.

Exhibit 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Exhibit 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

Exhibit 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Exhibit 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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