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Filings

Bar Harbor Bankshares BHB Form 10-Q filing Q1 FY2026

Filed
May 5, 2026, 4:31 PM EDT
Fiscal quarter
Q1 FY2026
Calendar quarter
Q1 2026
Accession
0001104659-26-055671

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Bar Harbor Bankshares conducts business operations principally through Bar Harbor Bank & Trust, which may be referred to as the “Bank” and which is a subsidiary of Bar Harbor Bankshares. Unless the context requires otherwise, references in this report to “the Company,” "our," "us," and similar terms refer to Bar Harbor Bankshares and its subsidiaries, including the Bank, collectively.

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (unaudited)

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share data)March 31, 2026December 31, 2025
Assets
Cash and cash equivalents:
Cash and due from banks
Interest-earning deposits with other banks
Total cash and cash equivalents
Securities:
Available-for-sale debt securities
Less: Allowance for credit losses on available-for-sale debt securities
Net securities597,977597,424
Federal Home Loan Bank stock
Loans held for sale
Total loans held for investment
Less: Allowance for credit losses()()
Net loans held for investment
Premises and equipment, net
Other real estate owned
Goodwill
Other intangible assets
Cash surrender value of bank-owned life insurance
Deferred tax assets, net
Other assets
Total assets
Liabilities
Deposits:
Non-interest bearing demand
Interest-bearing demand
Savings
Money market
Time
Total deposits
Borrowings:
Senior
Subordinated
Total borrowings
Other liabilities
Total liabilities

Shareholders’ equity
Capital stock, par value ; authorized shares; issued shares; outstanding shares and shares at March 31, 2026 and December 31, 2025, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss()()
Less: and shares of treasury stock, at cost, at March 31, 2026 and December 31, 2025, respectively()()
Total shareholders’ equity
Total liabilities and shareholders’ equity

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

View SEC source
(in thousands, except earnings per share data)Three Months EndedMarch 31, 2026Three Months EndedMarch 31, 2025
Interest and dividend income
Loans
Securities and other
Federal Home Loan Bank stock
Interest-earning deposits with other banks
Total interest and dividend income
Interest expense
Deposits
Borrowings
Total interest expense
Net interest income
Provision for credit losses on available-for-sale debt securities
Provision for credit losses on loans()
Net interest income after provision for credit losses
Non-interest income
Trust and investment management fee income
Customer service fees
(Loss) gain on available-for-sale debt securities, net()
Mortgage banking income
Bank-owned life insurance income
Customer derivative income
Other income
Total non-interest income
Non-interest expense
Salaries and employee benefits
Occupancy and equipment
Depreciation
Loss (gain) on premises and equipment, net
Outside services
Professional services
Communication
Marketing
Amortization of intangible assets
FDIC assessment
Acquisition, conversion and other expenses
Provision (credit) for unfunded commitments()()
Other expenses
Total non-interest expense
Income before income taxes
Income tax expense
Net income
Earnings per share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted

The accompanying notes are an integral part of these consolidated financial statements.

BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)Three Months EndedMarch 31, 2026Three Months EndedMarch 31, 2025
Net income
Other comprehensive (loss) income, before tax:
Changes in unrealized (loss) gain on available-for-sale debt securities()
Changes in unrealized (loss) gain on hedging derivatives()()
Changes in unrealized gain (loss) on pension
Income taxes related to other comprehensive (income) loss:
Changes in unrealized loss (gain) on available-for-sale debt securities()
Changes in unrealized loss (gain) on hedging derivatives
Changes in unrealized loss (gain) on pension
Total other comprehensive (loss) income()
Total comprehensive income

The accompanying notes are an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

View SEC source
(in thousands, except per share data)Common · stockamountAdditional · paid-incapitalRetainedearningsAccumulated · other · comprehensivelossTreasurystockTotal
Balance at December 31, 2024$32,857$194,607$297,857$(51,536)$(15,357)
Net income10,211
Other comprehensive income2,712
Cash dividends declared ( per share)(4,620)()
Net issuance ( shares) to employee stock plans, including related tax effects(167)240
Reclassification of shares(88)(171)259
Recognition of stock based compensation507
Balance at March 31, 2025$32,769$194,776$303,448$(48,824)$(14,858)
Balance at December 31, 2025$35,470$233,335$314,372$(35,409)$(15,227)
Net income13,537
Other comprehensive loss(3,277)()
Cash dividends declared ( per share)(5,404)()
Net issuance ( shares) to employee stock plans, including related tax effects(490)205()
Recognition of stock based compensation825
Balance at March 31, 2026$35,470$233,670$322,505$(38,686)$(15,022)

The accompanying notes are an integral part of these consolidated financial statements.

BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)Three Months Ended March 31, 2026Three Months Ended March 31, 2025
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses on loans()
Provision for credit losses on available-for-sale debt securities
Net (accretion) amortization of securities()
Change in unamortized net loan costs and premiums()
Premises and equipment depreciation
Stock-based compensation expense
Accretion of purchase accounting entries, net()
Amortization of other intangibles
Income from cash surrender value of bank-owned life insurance policies()()
Loss (gain) on available-for-sale debt securities
Decrease (increase) right-of-use lease assets
(Decrease) increase in lease liabilities()()
Loss on premises and equipment, net
Originations of loans held for sale()()
Proceeds from loans held for sale16,4949,815
Net change in other assets and liabilities()()
Net cash provided by operating activities
Cash flows from investing activities:
Proceeds from maturities, calls and prepayments of available-for-sale debt securities
Proceeds from sales of available-for-sale debt securities
Purchases of available-for-sale debt securities()()
Purchase of loans held for investment(12,035)
Net change in loans
Purchase of Federal Home Loan Bank stock()()
Proceeds from redemption of Federal Home Loan Bank stock
Purchase of premises and equipment()()
Proceeds from sale of premises held for sale
Proceeds from death benefit of bank-owned life insurance policy
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Net change in deposits
Net change in short-term borrowings()()
Repayments of long-term borrowings()
Net issuance to employee stock plans()
Cash dividends paid on common stock()()
Net cash (used in) provided by financing activities()()
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of period

(in thousands)Three Months Ended March 31, 2026Three Months Ended March 31, 2025
Supplemental cash flow information:
Interest paid
Income taxes paid, net
Transfer of non-cash assets
Transfer from loans held for sale to held for investment1,100
Non-cash transfer between loans and other assets14,436

The accompanying notes are an integral part of these consolidated financial statements.

BAR HARBOR BANKSHARES AND SUBSIDIARIES

CONDENSED NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

The consolidated financial statements (unaudited) (the “financial statements”) of Bar Harbor Bankshares and its subsidiaries (the “Company,” “we,” “our,” “us” or similar terms) have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Company is a Maine financial institution holding company for the purposes of the laws of the State of Maine, and as such is subject to the jurisdiction of the Superintendent of the Maine Bureau of Financial Institutions. These financial statements include our accounts, the accounts of our wholly owned subsidiary Bar Harbor Bank & Trust (the “Bank”) and the Bank’s consolidated subsidiaries. The results of operations of companies or assets acquired are included only from the dates of acquisition. All material wholly owned and majority owned subsidiaries are consolidated unless GAAP requires otherwise.

In addition, these interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X, and accordingly, certain information and footnote disclosures normally included in financial statements prepared according to GAAP have been omitted.

The results for any interim period are not necessarily indicative of results for the full year. The consolidated financial statements should be read in conjunction with the audited financial statements and note disclosures in the Form 10-K previously filed with the SEC. In management's opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented.

Reclassifications: Whenever necessary, amounts in the consolidated financial statements are reclassified to conform to current presentation. The reclassifications had no impact on net income, total shareholders’ equity or total assets and liabilities in the Company’s consolidated financial statements.

Segment Reporting: The Company’s reportable segment is determined by the Chief Executive Officer, who is designated as the chief operating decision maker (“CODM”), based upon information provided about the Company’s products and services offered, primarily banking operations. Operations of the Company are solely within community banking industry and include traditional community banking services, including lending activities, acceptance of demand, savings and time deposits, business services, investment management, trust and third-party brokerage services. These products and services have similar distribution methods, types of customers and regulatory responsibilities. An operating segment is defined as a component of a business for which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and evaluate performance. Consolidated net income of the company is the primary performance metric utilized by the CODM. The CODM uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The CODM uses consolidated net income to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation. The majority of the Company’s revenue is from the business of banking. While the Company has assigned certain management responsibilities by business lines, the Company’s CODM monitors and evaluates financial performance on a Company-wide basis. Accordingly, segment information is not presented in the Consolidated Financial Statements. Therefore, the Company has determined that its business is conducted in reportable segment and represents the consolidated financial statements of the Company.

Recent Accounting Pronouncements

There were no recent accounting standards updates (“ASU”) issued that could have a material impact to the Company’s consolidated financial statements for the period ended March 31, 2026.

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NOTE 2. ACQUISITION

Guaranty Bancorp, Inc.

On July 31, 2025, the Company completed its acquisition of Guaranty Bancorp, Inc. (“Guaranty”), the holding company of Woodsville Guaranty Savings Bank (“Woodsville”). The acquisition was accounted for as a business combination under ASC Topic 805, and Guaranty’s results of operations have been included in the Company’s consolidated financial statements since the acquisition date.

As of March 31, 2026, the acquisition accounting remains provisional primarily with respect to the valuation of loans, identifiable intangible assets, deposits, and certain assumed liabilities. The measurement period will not exceed one year from the acquisition date. No measurement-period adjustments were recognized during the three months ended March 31, 2026.

Acquisition and integration related costs were expensed as incurred and totaled $1.6 million for the three months ended March 31, 2026 and $239 thousand for the three months ended March 31, 2025, recorded in Acquisition, conversion and other expenses on the income statement.

The following provides the unaudited pro forma results of operations for the three months ended March 31, 2025, as if the acquisition had occurred on January 1, 2025. The pro forma results combine the historical results of Guaranty into our Condensed Consolidated Statements of Income, including the impact of certain acquisition accounting adjustments, which includes loan discount accretion, intangible assets amortization, and deposit premium amortization. The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisition actually occurred on January 1, 2025. No assumptions have been applied to the pro forma results of operations regarding possible revenue enhancements, provision for credit losses, expense efficiencies or asset dispositions. Recognized acquisition-related expenses and other adjustments related to the timing of expenses, are included in net income. For the three months ended March 31, 2025 total revenue would have been $45.5 million and net income would have been $3.6 million.

NOTE 3. SECURITIES AVAILABLE FOR SALE

The following is a summary of available-for-sale debt securities (“AFS”):

(in thousands)March 31, 2026Amortized CostGross · UnrealizedGainsGross · UnrealizedLossesFair Value
Debt securities:
Obligations of US Government-sponsored enterprises$1,033$(23)$1,010
Mortgage-backed securities and collateralized mortgage obligations:
US Government-sponsored enterprises271,5052,099(22,865)250,739
US Government agency166,457164(10,926)155,695
Private label11,536(784)10,752
Obligations of states and political subdivisions thereof119,9372(17,998)101,941
Corporate bonds79,876304(2,340)77,840
Total available-for-sale debt securities$()

(in thousands)December 31, 2025Amortized CostGross · UnrealizedGainsGross · UnrealizedLossesFair Value
Debt securities:
Obligations of US Government-sponsored enterprises$1,113$1$(12)$1,102
Mortgage-backed securities and collateralized mortgage obligations:
US Government-sponsored enterprises268,9762,734(22,168)249,542
US Government agency163,369347(9,816)153,900
Private label11,793(794)10,999
Obligations of states and political subdivisions thereof120,4474(15,912)104,539
Corporate bonds79,255233(2,146)77,342
Total available-for-sale debt securities$()

Included in mortgage-backed securities and collateralized mortgage obligations are securities backed by residential and commercial loans.

Credit Quality Information

We monitor the credit quality of available-for-sale debt securities through credit ratings from various rating agencies and substantial price changes. In an effort to make informed decisions, we utilize credit ratings that express opinions about the credit quality of a security. Securities are triggered for further review in the quarter if the security has significant fluctuations in ratings, significant pricing changes, or drops below investment-grade. For securities without credit ratings, we utilize other financial information indicating the financial health of the underlying municipality, agency, or organization associated with the underlying security.

The Company has one previously identified nonaccrual corporate bond with a carrying value of $1.3 million as of March 31, 2026 and $2.2 million as of December 31, 2025. During the period, due to continued credit deterioration the Company did an additional write-down of $896 thousand, which is included in the loss on available-for-sale debt securities in the consolidated statements of income.

The table below presents a rollforward by major security type for the quarters ended March 31, 2026 and 2025 of the allowance for credit losses on available-for-sale debt securities held at period end:

(in thousands)Three Months Ended March 31, 2026Corporate BondsThree Months Ended March 31, 2026TotalThree Months Ended March 31, 2025Corporate BondsThree Months Ended March 31, 2025Total
Beginning Balance$568
Provision for credit losses on available-for-sale debt securities636
Charge-offs
Ending Balance$1,204

The amortized cost and estimated fair value of available-for-sale debt securities segregated by contractual maturity at March 31, 2026 are presented below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Mortgage-backed securities and collateralized mortgage obligations are shown in total, as their maturities are highly variable.

(in thousands)Available for saleAmortized CostAvailable for saleFair Value
Within 1 year
Over 1 year to 5 years
Over 5 years to 10 years
Over 10 years
Total bonds and obligations
Mortgage-backed securities and collateralized mortgage obligations
Total available-for-sale debt securities

The proceeds from sales, calls and maturities of available-for-sale debt securities, gross realized gains and losses for the three months ended March 31, 2026 and 2025 are as follows:

(in thousands)Proceeds from salesThree Months Ended · March 31, 2026Three Months Ended · March 31, 2025
Proceeds from calls/paydowns
Proceeds from maturities
Gross realized gains
Gross realized losses
Gross impairment losses()

Accrued interest receivable on available-for-sale debt securities totaled $3.5 million at March 31, 2026 and $3.2 million at December 31, 2025, which is reported in other assets on the consolidated balance sheets.

The following tables summarize available-for-sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded at March 31, 2026 and December 31, 2025, aggregated by major security type and length of time in continuous unrealized loss position:

(in thousands)March 31, 2026Less Than Twelve Months · Gross · UnrealizedLossesLess Than Twelve Months · FairValueOver Twelve Months · Gross · UnrealizedLossesOver Twelve Months · FairValueTotal · Gross · UnrealizedLossesTotal · FairValue
Debt securities:
Obligations of US Government-sponsored enterprises$10$672$13$338$23$1,010
Mortgage-backed securities and collateralized mortgage obligations:
US Government-sponsored enterprises10916,82422,756145,41722,865162,241
US Government agency85049,57910,07688,16310,926137,742
Private label21,9987828,74078410,738
Obligations of states and political subdivisions thereof1476,38717,85191,05217,99897,439
Corporate bonds53213,9591,80841,1922,34055,151
Total available-for-sale debt securities

(in thousands)December 31, 2025Less Than Twelve Months · Gross · UnrealizedLossesLess Than Twelve Months · FairValueOver Twelve Months · Gross · UnrealizedLossesOver Twelve Months · FairValueTotal · Gross · UnrealizedLossesTotal · FairValue
Debt securities:
Obligations of US Government-sponsored enterprises$12$413$12$413
Mortgage-backed securities and collateralized mortgage obligations:
US Government-sponsored enterprises71,24122,161150,62922,168151,870
US Government agency97039,3438,84672,8499,816112,192
Private label12,0007938,98479410,984
Obligations of states and political subdivisions thereof15,91297,85615,91297,856
Corporate bonds826,9112,06453,9362,14660,847
Total available-for-sale debt securities

The following summarizes, by investment security type, the impact of performing securities in an unrealized loss position at March 31, 2026:

Obligations of US Government-sponsored enterprises

6 out of the total 6 securities in our portfolio of AFS obligations of US Government-sponsored enterprises were in unrealized loss positions. Aggregate unrealized losses represented 2.24% of the amortized cost of securities in unrealized loss positions. The US Small Business Administration guarantees the contractual cash flows of all of our obligations of US Government-sponsored enterprises. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All securities are performing.

US Government-sponsored enterprises

398 out of the total 509 securities in our portfolio of AFS US Government-sponsored enterprises were in unrealized loss positions. Aggregate unrealized losses represented 12.35% of the amortized cost of securities in unrealized loss positions. The Federal National Mortgage Association and Federal Home Loan Mortgage Corporation guarantee the contractual cash flows of all of our US Government-sponsored enterprises. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All securities are performing.

US Government agency

136 out of the total 170 securities in our portfolio of AFS US Government agency securities were in unrealized loss positions. Aggregate unrealized losses represented 7.35% of the amortized cost of securities in unrealized loss positions. The Government National Mortgage Association guarantees the contractual cash flows of all of our US Government agency securities. The securities are investment grade rated and there were no material underlying credit downgrades during the quarter. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All securities are performing.

Private label

14 of the total 15 securities in our portfolio of AFS private label mortgage-backed securities were in unrealized loss positions. Aggregate unrealized losses represented 6.80% of the amortized cost of securities in unrealized loss positions. We expect to receive all of the future contractual cash flows related to the amortized cost on these securities. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All securities are performing.

Obligations of states and political subdivisions thereof

54 of the total 64 securities in our portfolio of AFS municipal bonds and obligations were in unrealized loss positions. Aggregate unrealized losses represented 15.59% of the amortized cost of securities in unrealized loss positions. We continually monitor the municipal bond sector of the market carefully and periodically evaluate the appropriate level of exposure to the market. At this time, we believe (i) the bonds in this portfolio carry minimal risk of default and (ii) we are appropriately compensated for the risk. There were no material underlying credit downgrades during the quarter. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All securities are performing.

Corporate bonds

20 out of the total 33 securities in our portfolio of AFS corporate bonds were in an unrealized loss position. The aggregate unrealized loss represents 4.07% of the amortized cost of bonds in unrealized loss positions. We review the financial strength of all of these bonds, and we have concluded that the amortized cost remains supported by the expected future cash flows of these securities. The most recent review includes all bond issuers and their current credit ratings, financial performance and capitalization. Because the decline in fair value is attributable to changes in interest rates, and not credit quality, and the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the securities are investment grade rated and there were no material underlying credit downgrades during the quarter. All but the one corporate bond discussed above are performing.

We expect to recover the amortized cost basis on all securities in our AFS portfolio. Furthermore, we do not intend to sell nor do we anticipate that we will be required to sell any securities in an unrealized loss position as of March 31, 2026, prior to this recovery.

A summary of securities pledged as collateral for certain deposits and borrowing arrangements for the months ended March 31, 2026 and December 31, 2025 is as follows:

(in thousands)March 31, 2026 · CarryingValueMarch 31, 2026 · EstimatedFair ValueDecember 31, 2025 · CarryingValueDecember 31, 2025 · EstimatedFair Value
Securities pledged for deposits$15,782$14,020$16,204$14,475
Securities pledged for repurchase agreements14,63512,66615,11013,207
Securities pledged for borrowings (1)20,59220,23514,83114,515
Total securities pledged$51,009$46,921$46,145$42,197

(1) The Bank pledged securities as collateral for certain borrowing arrangements with the Federal Home Loan Bank of Boston and the Federal Reserve Bank of Boston (the “Reserve Bank”).

NOTE 4. LOANS AND ALLOWANCE FOR CREDIT LOSSES

We evaluate risk characteristics of loans based on regulatory call report code with segmentation based on the underlying collateral for certain loan types. The following is a summary of total loans based on regulatory call report code segmentation for certain loan types:

(in thousands)March 31, 2026December 31, 2025
Commercial construction$219,802$213,779
Commercial real estate owner occupied360,331385,843
Commercial real estate non-owner occupied1,431,6671,450,597
Municipal and other37,71343,106
Commercial and industrial345,800315,370
Residential real estate1,061,9211,068,413
Home equity114,267114,484
Consumer other13,74714,267
Total loans
Allowance for credit losses
Net loans

Total unamortized net costs and premiums included in loan totals were as follows:

(in thousands)March 31, 2026December 31, 2025
Net unamortized loan origination costs$1,835$1,929
Net unamortized fair value discount on acquired loans(35,796)(36,739)
Total$()$()

We exclude accrued interest receivable from the amortized cost basis of loans disclosed throughout this footnote. As of March 31, 2026 and December 31, 2025, accrued interest receivable for loans totaled million and million, respectively, and is included in the “other assets” line item on the consolidated balance sheets.

Characteristics of each loan portfolio segment, including acquired loans, are as follows:

Commercial construction - Loans in this segment primarily include raw land, land development and construction of commercial and multifamily residential properties. Collateral values are determined based upon appraisals and evaluations of the completed structure in accordance with established policy guidelines. Maximum loan-to-value ratios at origination are governed by established policy guidelines that are more restrictive than on stabilized commercial real estate transactions. Construction loans are primarily paid by the cash flow generated from the completed structure, such as operating leases, rents, or other operating cash flows from the borrower.

Commercial real estate owner occupied and non-owner occupied - Loans in these segments are primarily owner-occupied or income-producing properties. Loans to Real Estate Investment Trusts and unsecured loans to developers that closely correlate to the inherent risk in commercial real estate markets are also included. Commercial real estate loans are typically written with amortizing payment structures. Collateral values are determined based upon appraisals and evaluations in accordance with established policy guidelines. Maximum loan-to-value ratios at origination are governed by established policy and regulatory guidelines. Commercial real estate loans are primarily paid by the cash flow generated from the real property, such as operating leases, rents, or other operating cash flows from the borrower.

Municipal and other - Loans in this segment primarily include loans to various state and municipal government entities. Loans made to these borrowers may provide us with tax-exempt income. While governed and underwritten similar to commercial loans they do have unique requirements based on established polices. Almost all state and municipal loans are considered a general obligation of the issuing entity. Given the size of many municipal borrowers, borrowings are normally not rated by major rating agencies. Municipal loans are primarily repaid by taxes collected by the municipality.

Commercial and industrial loans - Loans consist of revolving and term loan obligations extended to business and corporate enterprises for the purpose of financing working capital and/or capital investment in this segment. Generally loans are secured by assets of the business such as accounts receivable, inventory, marketable securities, other liquid collateral, equipment and other business assets. Some loans in this category may be unsecured or guaranteed by government agencies such as the U.S. Small Business Administration. Loans are primarily paid by the operating cash flows of the borrower.

Residential real estate - All loans in this segment are collateralized by one-to-four family homes. Residential real estate loans held in the loan portfolio are made to borrowers who demonstrate the ability to make scheduled payments with full consideration to various underwriting factors. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios within established policy guidelines. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels.

Home equity - All loans and lines of credit are made to qualified individuals and are secured by senior or junior mortgage liens on owner-occupied one- to four-family homes, condominiums, or vacation homes. The home equity loan has a fixed rate and is billed as equal payments comprised of principal and interest. The home equity line of credit has a variable rate and is billed as interest-only payments during the draw period. At the end of the draw period, the home equity line of credit is billed as a percentage of the principal balance plus all accrued interest. Borrower qualifications include favorable credit history combined with supportive income requirements and combined loan-to-value ratios within established policy guidelines. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels.

Consumer other - Loans in this segment include personal lines of credit and amortizing loans made to qualified individuals for various purposes such as auto loans, recreational equipment, overdraft protection or other consumer loans. Borrower qualifications include favorable credit history combined with supportive income and collateral requirements within established policy guidelines, as applicable. Consumer loans may be secured or unsecured. Repayment of these loans is primarily dependent on the personal income of the borrowers, which can be impacted by economic conditions in their market areas such as unemployment levels.

Allowance for Credit Losses

The Allowance for Credit Losses (“ACL”) is comprised of the allowance for loan losses and the allowance for unfunded commitments which is accounted for as a separate liability in other liabilities on our consolidated balance sheets. The level of the ACL represents management’s estimate of expected credit losses over the expected life of the loans at the consolidated balance sheet date.

The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of loans to present the net amount expected to be collected on the loans. Loans, or portions thereof, are charged off against the allowance when they are deemed uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. The allowance is comprised of reserves measured on a collective (pool) basis based on a lifetime loss-rate model when similar risk characteristics exist. Loans that do not share risk characteristics are evaluated on an individual basis.

The estimate of expected credit losses on collectively evaluated loans is based on relevant information about current conditions, past events, and reasonable and supportable forward-looking forecasts regarding collectability of the reported amounts. Management employs a process and methodology to estimate the allowance for credit losses on collectively evaluated loans that evaluates both quantitative and qualitative components. The methodology for evaluating the quantitative component involves pooling loans into portfolio segments for loans that share similar risk characteristics.

For all loan segments measured on a collective basis, the Company utilizes a discounted cash flow (“DCF”) methodology to estimate credit losses over the expected life of the loan. The DCF methodology applies the probability of default (“PD”) and the loss given default (“LGD”) assumptions over the remaining contractual life of the loan which is adjusted for prepayment speeds, curtailment rate and time to recovery assumptions to estimate a reserve for each loan. For all loan segments, the quantitative loss rates are supplemented by qualitative factors reflecting management’s view of how losses may vary from those represented by quantitative loss rates. Qualitative factors are applied to each portfolio segment to reflect management’s estimate of expected changes in current conditions at the balance sheet date relative to historical performance.

The Company uses regression models to develop the PD and LGD assumptions, which are derived primarily from segment-specific selected peers. The loss rates are adjusted by an economic forecast over the reasonable and supportable forecast period after which time they revert back to the historical mean. Key economic indicators used in the model include unemployment rates, commercial real estate values, and housing prices. Management currently applies a two-quarter reasonable and supportable forecast period, followed by a six-quarter straight-line reversion to historical mean for each economic indicator. The combination of adjustments for credit expectations (PD and LGD) and timing expectations (prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Specific instrument effective yields are calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level Net Present Value (“NPV”). An allowance is established for the difference between the instrument’s NPV and amortized cost basis. The allowance is also adjusted for current conditions through the use qualitative factors. The qualitative factors consider both relevant internal and external information in their application.

The activity in the ACL for the periods ended are as follows:

At or for the Three Months Ended March 31, 2026

View SEC source
(in thousands)Balance at · Beginning ofPeriodCharge OffsProvision/(Credit)Balance atEnd of Period
Commercial construction$4,371$⁠(43)$4,328
Commercial real estate owner occupied4,045(418)3,627
Commercial real estate non-owner occupied12,83797213,809
Tax exempt119(8)111
Commercial and industrial5,3781355,549
Residential real estate6,350(3)(386)5,972
Home equity814(9)(30)777
Consumer other138(85)83142
Total$()

At or for the Three Months Ended March 31, 2025

View SEC source
(in thousands)Balance at · Beginning ofPeriodCharge OffsProvision/(Credit)Balance atEnd of Period
Commercial construction$2,096$⁠(31)$2,065
Commercial real estate owner occupied2,794362,830
Commercial real estate non-owner occupied11,104(181)10,923
Municipal and other128(16)112
Commercial and industrial5,064(39)3875,414
Residential real estate6,732(289)6,447
Home equity741(2)744
Consumer other85(45)3979
Total$()$⁠()

Unfunded Commitments

The ACL on unfunded commitments is recognized as a liability (other liabilities on the consolidated balance sheets), with adjustments to the reserve recognized in other non-interest expense in the consolidated statements of income. Unfunded commitments to extend credit include unused portions of lines of credit and standby and commercial letters of credit. The process used to determine the allowance for these exposures is consistent with the process for determining the allowance for loans, as adjusted for estimated funding probabilities or loan equivalency factors. A charge (credit) to provision for credit losses on the consolidated statements of income is made to account for the change in the allowance on off-balance sheet exposures between reporting periods.

The activity in the ACL on unfunded commitments for the periods ended was as follows:

(in thousands)Three Months Ended March 31, 2026Three Months Ended March 31, 2025
Beginning Balance$3,845$3,049
Provision for credit losses(226)(74)
Ending Balance$3,619$2,975

Loan Origination/Risk Management: We have certain lending policies and procedures in place designed to maximize loan income within an acceptable level of risk. Our Board of Directors reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management and the Board of Directors with frequent reports related to loan production, loan quality, and concentration of credit, loan delinquencies, non-performing loans and potential problem loans. We seek to diversify the loan portfolio as a means of managing risk associated with fluctuations in economic conditions.

Credit Quality Indicators: In monitoring the credit quality of the portfolio, management applies a credit quality indicator and uses an internal risk rating system to categorize commercial loans. These credit quality indicators range from one through nine, with a higher number correlating to increasing risk of loss. Consistent with regulatory guidelines, the Company provides for the classification of loans which are considered to be of lesser quality as special mention, substandard, doubtful, or loss (i.e. risk-rated 6, 7, 8 and 9, respectively). Residential, home equity and consumer loans are classified as performing or non-performing based on payment performance.

The following are the definitions of our credit quality indicators:

Pass: Loans we consider in the commercial portfolio segments that are not adversely rated, are contractually current as to principal and interest, and are otherwise in compliance with the contractual terms of the loan agreement. Management believes there is a low risk of loss related to these loans considered pass-rated.

Special Mention: Loans considered having some potential weaknesses, but are deemed to not carry levels of risk inherent in one of the subsequent categories, are designated as special mention. A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. This might include loans which may require a higher level of supervision or internal reporting because of: (i) declining industry trends; (ii) increasing reliance on secondary sources of repayment; (iii) the poor condition of or lack of control over collateral; or (iv) failure to obtain proper documentation or any other deviations from prudent lending practices. Economic or market conditions which may, in the future, affect the obligor may warrant special mention of the asset. Loans for which an adverse trend in the borrower's operations or an imbalanced position in the balance sheet which has not reached a point where the liquidation is jeopardized may be included in this classification. Special mention loans are not adversely classified and do not expose us to sufficient risks to warrant classification.

Substandard: Loans we consider as substandard are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard loans have a well-defined weakness that jeopardizes liquidation of the debt. Substandard loans include those loans where there is the distinct possibility of some loss of principal, if the deficiencies are not corrected.

Doubtful: Loans we consider as doubtful have all of the weaknesses inherent in those loans that are classified as substandard. These loans have the added characteristic of a well-defined weakness which is inadequately protected by the current sound worth and paying capacity of borrower or of the collateral pledged, if any, and calls into question the collectability of the full balance of the loan. The possibility of loss is high but because of certain important and reasonably specific pending factors, which may work to the advantage and strengthening of the loan, its classification as loss is deferred until its more exact status is determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans. The entire amount of the loan might not be classified as doubtful when collection of a specific portion appears highly probable. Loans are generally not classified doubtful for an extended period of time (i.e., over a year).

Loss: Loans we consider as losses are those considered uncollectible and of such little value that their continuance as an asset is not warranted and the uncollectible amounts are charged-off. This classification does not mean the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this worthless asset even though partial recovery may be effected in the future. Losses are taken in the period in which they are determined to be uncollectible.

The following table presents our loans by year of origination, loan segmentation and risk indicator as of March 31, 2026:

(in thousands)20262025202420232022PriorTotal
Commercial construction
Risk rating:
Pass$803$80,856$61,622$47,255$22,429$6,808$219,773
Special mention
Substandard2929
Total$803$80,856$61,622$47,255$22,429$6,837$219,802
Current period gross write-offs
Commercial real estate owner occupied
Risk rating:
Pass$14,828$43,641$37,528$43,488$72,572$130,275$342,332
Special mention87159014,47415,935
Substandard2,0042,004
Doubtful6060
Total$14,828$43,641$37,528$44,359$73,162$146,813$360,331
Current period gross write-offs
Commercial real estate non-owner occupied
Risk rating:
Pass$48,344$237,462$78,958$55,769$327,565$542,171$1,290,269
Special mention25,35632,48948,032105,877
Substandard7,56716,50224,069
Doubtful11,45211,452
Total$48,344$237,462$104,314$63,336$360,054$618,157$1,431,667
Current period gross write-offs
Municipal and other
Risk rating:
Pass$475$3,258$2,850$4,630$6,030$20,470$37,713
Special mention
Substandard
Total$475$3,258$2,850$4,630$6,030$20,470$37,713
Current period gross write-offs
Commercial and industrial
Risk rating:
Pass$23,599$43,538$72,994$53,334$40,367$94,304$328,136
Special mention1049,984951,4218501,18713,641
Substandard69585633902,6713,778
Doubtful85160245
Total$23,703$53,591$73,674$54,818$41,692$98,322$345,800
Current period gross write-offs

Residential real estate
Performing$⁠18,744$47,382$42,554$72,699$206,930$665,2141,053,523
Nonperforming1,2421,9995,1578,398
Total$⁠18,744$47,382$42,554$73,941$208,929$670,3711,061,921
Current period gross write-offs33
Home equity
Performing$⁠2,768$22,376$21,750$14,905$11,837$39,550113,186
Nonperforming952227641,081
Total$⁠2,768$22,376$21,750$15,000$12,059$40,314114,267
Current period gross write-offs99
Consumer other
Performing$⁠2,312$5,070$2,218$2,425$642$98313,650
Nonperforming46114097
Total$⁠2,312$5,116$2,229$2,465$642$98313,747
Current period gross write-offs6717185
Total Loans

The following table presents our loans by year of origination, loan segmentation and risk indicator as of December 31, 2025:

(in thousands)20252024202320222021PriorTotal
Commercial construction
Risk rating:
Pass$62,267$62,422$43,824$22,609$2,373$5,819$199,314
Special mention14,43414,434
Substandard3131
Total$62,267$76,856$43,824$22,609$2,373$5,850$213,779
Current period gross write-offs
Commercial real estate owner occupied
Risk rating:
Pass$60,013$37,785$47,601$74,993$31,512$115,774$367,678
Special mention87859613,3771,32916,180
Substandard1,8951,895
Doubtful9090
Total$60,013$37,785$48,479$75,589$44,889$119,088$385,843
Current period gross write-offs
Commercial real estate non-owner occupied
Risk rating:
Pass$234,960$78,781$56,134$329,779$188,810$420,958$1,309,422
Special mention25,39232,65021,93025,313105,285
Substandard7,59628,29435,890
Doubtful
Total$234,960$104,173$63,730$362,429$210,740$474,565$1,450,597
Current period gross write-offs
Municipal and other
Risk rating:
Pass$7,824$2,852$4,629$6,030$918$20,853$43,106
Special mention
Substandard
Total$7,824$2,852$4,629$6,030$918$20,853$43,106
Current period gross write-offs
Commercial and industrial
Risk rating:
Pass$54,711$67,007$45,202$41,687$9,046$88,496$306,149
Special mention1271041,3661,7664311,1084,902
Substandard70581563953952,5764,073
Doubtful855156246
Total$54,908$67,692$46,624$43,933$9,877$92,336$315,370
Current period gross write-offs8625626737

Residential real estate
Performing$⁠45,303$47,589$76,856$211,153$187,848$491,7521,060,501
Nonperforming1,2791,2891,2294,1157,912
Total$⁠45,303$47,589$78,135$212,442$189,077$495,8671,068,413
Current period gross write-offs
Home equity
Performing$⁠20,279$22,933$15,121$12,304$6,672$35,992113,301
Nonperforming99227897681,183
Total$⁠20,279$22,933$15,220$12,531$6,761$36,760114,484
Current period gross write-offs
Consumer other
Performing$⁠6,764$2,538$2,848$971$328$74214,191
Nonperforming461117276
Total$⁠6,810$2,549$2,865$971$328$74414,267
Current period gross write-offs2627164211284
Total Loans

Past Dues

The following is a summary of past due loans for the periods ended:

March 31, 2026

View SEC source
(in thousands)30-5960-8990+Total Past DueCurrentTotal Loans
Commercial construction$⁠150$150$219,652219,802
Commercial real estate owner occupied2504806681,398358,933360,331
Commercial real estate non-owner occupied1161161,431,5511,431,667
Municipal and other37,71337,713
Commercial and industrial4313117241,466344,334345,800
Residential real estate11,5935103,28715,3901,046,5311,061,921
Home equity54665290901113,366114,267
Consumer other188165125513,49213,747
Total$⁠13,158$1,382$5,136$19,676$3,565,572

December 31, 2025

View SEC source
(in thousands)30-5960-8990+Total Past DueCurrentTotal Loans
Commercial construction$⁠162$162$213,617213,779
Commercial real estate owner occupied6417231,364384,479385,843
Commercial real estate non-owner occupied1221221,450,4751,450,597
Municipal and other43,10643,106
Commercial and industrial899268931,818313,552315,370
Residential real estate9,1621,1904,64014,9921,053,4211,068,413
Home equity8765494761,901112,583114,484
Consumer other33455112914,13814,267
Total$⁠11,773$1,810$6,905$20,488$3,585,371

Non-Accrual Loans

The following is a summary of non-accrual loans for the periods ended:

March 31, 2026

View SEC source
Nonaccrual With No90+ Days Past
(in thousands)NonaccrualRelated AllowanceDue and Accruing
Commercial construction$29$$
Commercial real estate owner occupied770228158
Commercial real estate non-owner occupied11,627
Municipal and other
Commercial and industrial1,139141
Residential real estate8,3981,024
Home equity1,0811
Consumer other974
Total$1,398

December 31, 2025

View SEC source
Nonaccrual With No90+ Days Past
(in thousands)NonaccrualRelated AllowanceDue and Accruing
Commercial construction$31$$
Commercial real estate owner occupied829237
Commercial real estate non-owner occupied184
Municipal and other
Commercial and industrial1,371141
Residential real estate7,9121,044
Home equity1,1831
Consumer other764
Total$1,427$

Our policy is to reverse previously recorded interest income when a loan is placed on non-accrual, as such, the Company did not record any interest income on its non-accrual loans for the three months ended March 31, 2026 and 2025.

Collateral Dependent Loans

Loans that do not share risk characteristics are evaluated on an individual basis. For loans that are individually evaluated and collateral dependent, financial loans where we have determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and we expect repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the asset as of the measurement date.

The following table presents the amortized cost basis of collateral-dependent loans by loan portfolio segment for the periods ended:

(in thousands)Commercial constructionMarch 31, 2026 · Real EstateMarch 31, 2026 · OtherDecember 31, 2025 · Real EstateDecember 31, 2025 · Other
Commercial real estate owner occupied365378
Commercial real estate non-owner occupied13,4191,985
Municipal and other
Commercial and industrial2,0782,410
Residential real estate166318
Home equity119
Consumer other
Total$13,950$2,078$2,800$2,410

Loan Modifications to Borrowers Experiencing Financial Difficulty

In January 2023, the Company adopted ASU 2022-02, “Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” which eliminated the accounting guidance for troubled debt restructurings while enhancing disclosure requirements for certain loan refinancing and restructurings by creditors when a borrower is experiencing financial difficulty. This guidance was applied on a prospective basis. Upon adoption of this guidance, we are no longer required to establish a specific reserve for modifications to borrowers experiencing financial difficulty. Instead, these modifications are included in their respective category and a historical loss rate is applied to the current loan balance to arrive at the quantitative baseline portion of the ACL.

These modifications typically result from loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance, or other actions.

The following table presents the amortized cost basis of loans that were both experiencing financial difficulty and modified during the three months ended March 31, 2026 and 2025, by class and by type of modification.

(in thousands) · Three Months Ended March 31, 2026Commercial constructionPrincipal Forgiveness$Principal ForgivenessPayment DelayTerm ExtensionInterest Rate Reduction$Interest Rate ReductionCombination Interest Rate Reduction and Term Extension$Combination Interest Rate Reduction and Term Extension% of Total Class of Loans
Commercial real estate owner occupied1570.04
Commercial real estate non-owner occupied11,4520.80
Municipal and other
Commercial and industrial32690.03
Residential real estate
Home equity
Consumer other
Total$$11,641$69$$%

(in thousands) · Three Months Ended March 31, 2025 · Commercial construction · Commercial real estate owner occupied · Commercial real estate non-owner occupiedMunicipal and otherPrincipal Forgiveness$Principal ForgivenessPayment Delay$Payment DelayTerm ExtensionInterest Rate Reduction$Interest Rate ReductionCombination Interest Rate Reduction and Term Extension$Combination Interest Rate Reduction and Term Extension% of Total Class of Loans
Commercial and industrial2830.09
Residential real estate
Home equity
Consumer other
Total$$$283$$%

The following table presents the financial effect of loan modifications made to borrowers experiencing financial difficulty during the three months ended March 31, 2026 and 2025.

Three Months Ended March 31, 2026Commercial constructionWeighted-Average Months of Payment DelayWeighted-Average Months of Term ExtensionWeighted-Average Interest Rate Reduction
Commercial real estate owner occupied6
Commercial real estate non-owner occupied4
Municipal and other
Commercial and industrial412
Residential real estate
Home equity
Consumer other

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

​ ​ Weighted-Average Months of Payment DelayWeighted-Average Months of Term Extension ​ ​ Weighted-Average Interest Rate Reduction

Three Months Ended March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Commercial construction ​ ​ — ​ ​ — ​ ​ — %

Commercial real estate owner occupied ​ ​ — ​ ​ — ​ ​ — ​

Commercial real estate non-owner occupied ​ ​ — ​ ​ — ​ ​ — ​

Municipal and other ​ ​ — ​ ​ — ​ ​ — ​

Commercial and industrial ​ ​ — ​ ​ 53 ​ ​ — ​

Residential real estate ​ ​ — ​ ​ — ​ ​ — ​

Home equity ​ ​ — ​ ​ — ​ ​ — ​

Consumer other ​ ​ — ​ ​ — ​ ​ — ​

As of March 31, 2026 the Bank had no loans that were modified during the current period that defaulted within 12 months of the modification date.

PCD Loans

PCD loans were recorded at their amortized cost, less an allowance for credit losses on the Acquisition Date. There is no provision for credit loss expense recognized on PCD loans because the initial allowance is established by grossing-up the amortized cost of the PCD loans. The remaining difference between the net amortized cost basis and the allowance for credit losses and the fair value allocated to the loans on the date of acquisition is recognized as a non-credit-related discount that will be accreted into interest income over the life of the loans.

The following tables presents the unpaid principal balance and carrying amount of PCD loans. The balances do not include an allowance for credit losses which was $749 thousand as of March 31, 2026 and $751 thousand as of December 31, 2025.

(in thousands)March 31, 2026Unpaid Principal BalanceMarch 31, 2026Carrying ValueDecember 31, 2025Unpaid Principal BalanceDecember 31, 2025Carrying Value
Commercial real estate owner occupied$1,081$1,012$1,103$1,032
Commercial real estate non-owner occupied4,5944,3354,6324,359
Commercial and industrial2,0832,0512,1392,104
Residential real estate1,2751,1911,3061,221
Home equity505488506479
Consumer other40384039
Total$9,578$9,115$9,726$9,234

The following table presents a reconciliation of acquired Guaranty PCD loans between their purchase price and par value at the time of the acquisition:

(in thousands)
Fair value of PCD loans at acquisition$8,887
Non-credit related discount713
Allowance for credit losses on PCD loans1,622
Par value of PCD loans at acquisition$11,222

Foreclosure

There were $121 thousand of residential mortgage loans collateralized by real estate that are in the process of foreclosure as of March 31, 2026. Residential mortgage loans collateralized by real estate that were in the process of foreclosure as of December 31, 2025 totaled $171 thousand.

Mortgage Banking

Loans Held for Sale

Loans held for sale at March 31, 2026 had an unpaid principal balance of $11.4 million and $5.2 million as of December 31, 2025. The interest rate exposure on loans held for sale is mitigated through forward sale commitments with certain approved secondary market investors. Forward sale commitments had a notional amount of $6.4 million at March 31, 2026, and $5.2 million at December 31, 2025. Refer to Note 9 for further discussion of forward sale commitments.

Loans Sold

For the three months ended March 31, 2026 and 2025, we sold million and $9.8 million, respectively, of residential mortgage loans on the secondary market, which resulted in a net gain on sale of loans (net of costs, including direct and indirect origination costs) of $260 thousand and $174 thousand, respectively.

We sell residential loans on the secondary market while primarily retaining the servicing of these loans. Servicing retained loans helps to maintain customer relationships and earn fees over the servicing period. Loans serviced for others are not included in the accompanying consolidated balance sheets. The risks inherent in servicing assets relate primarily to level of prepayments that result from shifts in interest rates. We obtain third-party valuations of our servicing assets portfolio quarterly, and the assumptions are reflected in Fair Value disclosures.

NOTE 5. BORROWED FUNDS

Borrowed funds at March 31, 2026 and December 31, 2025 are summarized, as follows:

(dollars in thousands)March 31, 2026Carrying ValueMarch 31, 2026 · WeightedAverage RateDecember 31, 2025Carrying ValueDecember 31, 2025 · WeightedAverage Rate
Short-term borrowings
Advances from the FHLB$77,2003.92%$130,0003.90%
Other borrowings3,0780.164,8020.17
Total short-term borrowings
Long-term borrowings
Advances from the FHLB82,0192.8382,0162.81
Subordinated borrowings53,42011.0952,82511.31
Total long-term borrowings
Total%%

Short-term debt includes FHLB advances with a remaining maturity of less than one year. We also maintain a $1.0 million secured line of credit with the FHLB that bears a daily adjustable rate calculated by the FHLB. There was no outstanding balance on the FHLB line of credit for the periods ended March 31, 2026 and December 31, 2025. There are no variable rate short-term FHLB borrowings.

We have the capacity to borrow funds on a secured basis utilizing the Borrower in Custody program, and the Discount Window at the Reserve Bank. At March 31, 2026, our available secured line of credit at the Reserve Bank was $94.5 million versus $94.0 million at December 31, 2025. We have pledged certain loans and securities to the Reserve Bank to support this arrangement.

We maintain an unused unsecured federal funds line of credit with a correspondent bank that has an aggregate overnight borrowing capacity of $40.0 million as of March 31, 2026 and December 31, 2025. There was no outstanding balance on the line of credit as of March 31, 2026 and December 31, 2025.

Long-term FHLB advances consist of advances with a remaining maturity of more than one year. The advances outstanding at March 31, 2026 include callable advances of $80.0 million, non-callable advances of $1.0 million and amortizing advances of $1.0 million. There were $80.0 million of callable advances outstanding, non-callable advances of $1.0 million and $1.0 million of amortizing advances at December 31, 2025. All FHLB borrowings, including the line of credit, are secured by a blanket security agreement on certain qualified collateral, principally residential first mortgage loans and certain securities. There are no variable rate long-term FHLB borrowings.

A summary of maturities of FHLB advances as of March 31, 2026 is, as follows:

(in thousands, except rates)AmountWeighted AverageRate
20263.92%
202756,0142.91
202825,0002.31
2029
2030
Thereafter1,00511.32
Total FHLB advances$159,2193.36%

Each advance is payable at its maturity date, with a prepayment penalty for fixed rate advances. The advances were collateralized by $867.7 million and $740.7 million of loans under a blanket lien arrangement as of March 31, 2026 and December 31, 2025, respectively. Based on this collateral and the Company’s holdings of FHLB stock, the Company is eligible to borrow up to a total of $451.5 million at March 31, 2026.

At months ended March 31, 2026 and December 31, 2025, subordinated borrowings was as follows:

(in thousands)March 31, 2026PrincipalMarch 31, 2026Unamortized Discount and Debt Issuance CostsDecember 31, 2025PrincipalDecember 31, 2025Unamortized Discount and Debt Issuance Costs
NHTB Capital Trust II Variable Debentures$⁠10,310$10,310
NHTB Capital Trust III Fixed Debentures10,31010,310
Subordinated Notes due 202920,00020,000
Subordinated Notes due 203113,000(200)13,000(795)
Total$⁠53,620$(200)$53,620(795)

We executed a Subordinated Note Purchase Agreement with an aggregate of $40.0 million of subordinated notes (the “2029 Notes”) to accredited investors on November 26, 2019. The 2029 Notes have a maturity date of December 1, 2029 and bear a fixed interest rate of 4.63% through December 1, 2024 payable semi-annually in arrears. From December 1, 2024 and thereafter the interest rate shall be reset quarterly to an interest rate per annum equal to the then current three-month Secured Overnight Financing Rate (“SOFR”) plus 3.27%. We have the option beginning with the interest payment date of December 1, 2024, and on any scheduled payment date thereafter, to redeem the 2029 Notes, in whole or in part upon prior approval of the Board of Governors of the Federal Reserve System (“Federal Reserve”). During the fourth quarter of 2024 we paid down $20.0 million of the outstanding subordinated notes. As of March 31, 2026 we have an outstanding subordinated note balance of $20.0 million.

We also have $20.6 million in floating Junior Subordinated Deferrable Interest Debentures (“Debentures”) issued by NHTB Capital Trust II (“Trust II”) and NHTB Capital Trust III (“Trust III”), which are both Connecticut statutory trusts. The Debentures issued on March 30, 2004 carry a variable interest rate of three-month SOFR plus 2.79%, and mature in 2034. The Debentures are callable by the Company at the time when any interest payment is made. Trust II and Trust III are considered variable interest entities for which we are not the primary beneficiary. Accordingly, Trust II and Trust III are not consolidated into our financial statements.

In connection with the acquisition, the Company assumed $13.0 million in fixed-to-floating rate subordinated notes, that had a fair value of $11.2 million (the “2031 Notes”) issued by Guaranty. The 2031 Notes were originally issued on March 23, 2021 with a maturity date of April 1, 2031. The 2031 Notes bear a fixed-to-floating interest rate of 4.875% through April 1, 2026, payable quarterly in arrears. Beginning April 1, 2026 and thereafter, the interest rate shall be reset quarterly to an interest rate per annum equal to the then current three-month SOFR plus 4.82%. We have the option beginning with the interest payment date of April 1, 2026, and on any scheduled payment date thereafter, to redeem the 2031 Notes, in whole or in part upon prior approval of the Federal Reserve.

Repurchase Agreements

We can raise additional liquidity by entering into repurchase agreements at our discretion. In a security repurchase agreement transaction, we will generally sell a security, agreeing to repurchase either the same or substantially identical security on a specified later date, at a greater price than the original sales price. The difference between the sale price and purchase price is the cost of the proceeds, which is recorded as interest expense on the consolidated statements of income. The securities underlying the agreements are delivered to counterparties as security for the repurchase obligations. Since the securities are treated as collateral and the agreement does not qualify for a full transfer of effective control, the transactions do not meet the criteria to be classified as sales, and are therefore considered secured borrowing transactions for accounting purposes. Payments on such borrowings are interest only until the scheduled repurchase date. In a repurchase agreement, we are subject to the risk that the purchaser may default at maturity and not return the securities underlying the agreements. In order to minimize this potential risk, we either deal with established firms when entering into these transactions or with customers whose agreements stipulate that the securities underlying the agreement are not delivered to the customer and instead are held in segregated safekeeping accounts by our safekeeping agents.

(in thousands)March 31, 2026December 31, 2025
Customer Repurchase Agreements
US Government-sponsored enterprises$3,078$4,802
Total$3,078$4,802

NOTE 6. DEPOSITS

A summary of time deposits is, as follows:

(in thousands)March 31, 2026December 31, 2025
Time less than $100
Time $100 through $250
Time $250 or more
Total

At March 31, 2026 and December 31, 2025, the scheduled maturities by year for time deposits are, as follows:

(in thousands)March 31, 2026December 31, 2025
Within 1 year
Over 1 year to 2 years
Over 2 years to 3 years
Over 3 years to 4 years
Over 4 years to 5 years
Over 5 years
Total

Included in time deposits are brokered deposits of million and million at March 31, 2026 and December 31, 2025, respectively. Also included in time deposits are reciprocal deposits of million and million at March 31, 2026 and December 31, 2025, respectively.

NOTE 7. CAPITAL RATIOS AND SHAREHOLDERS’ EQUITY

The Company and the Bank are subject to various regulatory capital requirements administered by the Federal Reserve and the FDIC. Failure to meet minimum capital requirements can result in mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s unaudited Consolidated Financial Statements.

Under the capital rules, risk-based capital ratios are calculated by dividing Tier 1, common equity Tier 1, and total risk-based capital, respectively, by risk-weighted assets. Assets and off-balance sheet credit equivalents are assigned to one of several risk-weight categories, based primarily on relative risk. The rules require banks and bank holding companies to maintain a minimum common equity Tier 1 capital ratio of 4.5%, a minimum Tier 1 capital ratio of 6.0% and a total capital ratio of 8.0%. In addition, a Tier 1 leverage ratio of 4.0% is required. Additionally, the capital rules require a bank holding company to maintain a capital conservation buffer of common equity Tier 1 capital in an amount above the minimum risk-based capital requirements equal to 2.5% of total risk weighted assets, or face restrictions on the ability to pay dividends, pay discretionary bonuses, and to engage in share repurchases.

Under the FDIC’s prompt corrective action rules, an insured state nonmember bank is considered “well capitalized” if its capital ratios meet or exceed the ratios as set forth in the following table and is not subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure. The Bank must meet well capitalized requirements under prompt corrective action provisions. Prompt corrective action provisions are not applicable to bank holding companies.

A bank holding company is considered “well capitalized” if the bank holding company (i) has a total risk-based capital ratio of at least 10.0%, (ii) has a Tier 1 risk-based capital ratio of at least 6.0%, and (iii) is not subject to any written agreement order, capital directive or prompt corrective action directive to meet and maintain a specific capital level for any capital measure.

At March 31, 2026, the capital levels of both the Company and the Bank exceeded all regulatory capital requirements, and their regulatory capital ratios were above the minimum levels required to be considered well capitalized for regulatory purposes. The actual and required capital ratios are, as follows:

March 31, 2026

View SEC source
(in thousands, except ratios)ActualAmountActualRatioMinimum Required for · Capital Adequacy purposesAmountMinimum Required for · Capital Adequacy purposesRatioMinimum Required to · be Well CapitalizedAmountMinimum Required to · be Well CapitalizedRatio
Company (consolidated)
Total capital to risk-weighted assets$501,784%$298,841%N/AN/A
Common equity Tier 1 capital to risk-weighted assets418,98011.22168,099N/AN/A
Tier 1 capital to risk-weighted assets439,600224,131N/AN/A
Tier 1 capital to average assets (leverage ratio)439,600182,016N/AN/A
Bank
Total capital to risk-weighted assets$502,33113.47%$298,3728.00%$372,96510.00%
Common equity Tier 1 capital to risk-weighted assets465,14712.47167,8344.50242,4276.50
Tier 1 capital to risk-weighted assets465,14712.47223,7796.00298,3728.00
Tier 1 capital to average assets (leverage ratio)465,14710.23181,8534.00227,3165.00

December 31, 2025

View SEC source
(in thousands, except ratios)ActualAmountActualRatioMinimum Required for · Capital Adequacy purposesAmountMinimum Required for · Capital Adequacy purposesRatioMinimum Required to · be Well CapitalizedAmountMinimum Required to · be Well CapitalizedRatio
Company (consolidated)
Total capital to risk-weighted assets$491,619%$298,331%N/AN/A
Common equity Tier 1 capital to risk-weighted assets409,72510.99167,812N/AN/A
Tier 1 capital to risk-weighted assets430,345223,752N/AN/A
Tier 1 capital to average assets (leverage ratio)430,345182,147N/AN/A
Bank
Total capital to risk-weighted assets$486,56813.08%$297,6758.00%$372,09310.00%
Common equity Tier 1 capital to risk-weighted assets450,29412.10167,4434.50241,8616.50
Tier 1 capital to risk-weighted assets450,29412.10223,2576.00297,6768.00
Tier 1 capital to average assets (leverage ratio)450,2949.90181,9704.00227,4635.00

Accumulated other comprehensive income (loss)

Components of accumulated other comprehensive income (loss) is, as follows:

(in thousands)March 31, 2026December 31, 2025
Accumulated other comprehensive loss, before tax:
Net unrealized loss on AFS securities, net of reclassifications$(45,704)$(41,705)
Net unrealized loss on hedging derivatives(4,196)(3,785)
Net unrealized loss on post-retirement plans(1,288)(1,288)
Income taxes related to items of accumulated other comprehensive loss:
Net unrealized loss on AFS securities, net of reclassifications11,12410,107
Net unrealized loss on hedging derivatives1,020904
Net unrealized loss on post-retirement plans358358
Accumulated other comprehensive loss$(38,686)$(35,409)

The following table presents the components of other comprehensive income (loss) for the three months ended March 31, 2026 and 2025:

(in thousands)Three Months Ended March 31, 2026Before TaxTax EffectNet of Tax
Net unrealized gain (loss) on AFS securities, net of reclassifications:
Net unrealized gain (loss) arising during the period$(3,999)$1,017$(2,982)
Less: reclassification adjustment for gains (losses) realized in net income
Net unrealized gain (loss) on AFS securities(3,999)1,017(2,982)
Net unrealized gain (loss) on hedging derivatives:
Net unrealized gain (loss) arising during the period(411)116(295)
Less: reclassification adjustment for gains (losses) realized in net income
Net unrealized gain (loss) on cash flow hedging derivatives(411)116(295)
Net unrealized gain (loss) on post-retirement plans:
Net unrealized gain (loss) arising during the period
Less: reclassification adjustment for gains (losses) realized in net income
Net unrealized gain (loss) on post-retirement plans
Other comprehensive income (loss)$()$()
Three Months Ended March 31, 2025
Net unrealized gain (loss) on AFS securities, net of reclassifications:
Net unrealized gain (loss) arising during the period$3,861$(732)$3,129
Less: reclassification adjustment for gains (losses) realized in net income(1,204)151(1,053)
Net unrealized gain (loss) on AFS securities5,065(883)4,182
Net unrealized gain (loss) on hedging derivatives:
Net unrealized gain (loss) arising during the period(1,954)484(1,470)
Less: reclassification adjustment for gains (losses) realized in net income
Net unrealized gain (loss) on cash flow hedging derivatives(1,954)484(1,470)
Net unrealized gain (loss) on post-retirement plans:
Net unrealized gain (loss) arising during the period
Less: reclassification adjustment for gains (losses) realized in net income
Net unrealized gain (loss) on post-retirement plans
Other comprehensive income (loss)$()

The following table presents the changes in each component of accumulated other comprehensive income (loss), net of tax impacts, for the three months ended March 31, 2026 and 2025:

(in thousands)Three Months Ended March 31, 2026Net unrealized · gain (loss) · on AFSSecuritiesNet unrealized · gain (loss) · on hedgingderivativesNet unrealized · loss · on pensionplansTotal
Balance at beginning of period$(31,598)$(2,881)$(930)$(35,409)
Other comprehensive gain (loss) before reclassifications(2,982)(295)(3,277)
Less: amounts reclassified from accumulated other comprehensive income
Total other comprehensive income (loss)(2,982)(295)(3,277)
Balance at end of period$(34,580)$(3,176)$(930)$(38,686)
Three Months Ended March 31, 2025
Balance at beginning of period$(47,741)$(2,582)$(1,213)$(51,536)
Other comprehensive gain (loss) before reclassifications3,129(1,470)1,659
Less: amounts reclassified from accumulated other comprehensive income(1,053)(1,053)
Total other comprehensive income (loss)4,182(1,470)2,712
Balance at end of period$(43,559)$(4,052)$(1,213)$(48,824)

The following tables presents the amounts reclassified out of each component of accumulated other comprehensive income for the three months ended March 31, 2026 and 2025:

(in thousands)Three Months Ended March 31, 2026Three Months Ended March 31, 2025Affected Line Item whereNet Income is Presented
Net realized (losses) gains on AFS securities:
Before tax$(1,204)Non-interest income
Tax effect151Tax expense
Total reclassifications for the period$(1,053)

NOTE 8. EARNINGS PER SHARE

The following table presents the calculation of earnings per share:

(in thousands, except per share and share data)Three Months EndedMarch 31, 2026Three Months EndedMarch 31, 2025
Net income
Average number of basic common shares outstanding(1)
Plus: dilutive effect of stock options and awards outstanding
Average number of diluted common shares outstanding(2)
Earnings per share:
Basic
Diluted

(1) In the third quarter of 2025 the Company issued 1,350,464 shares of common stock in consideration for the acquisition of Guaranty. Refer to Note 2 of the consolidated financial statements for further details.

(2) Average diluted shares outstanding are computed using the treasury stock method.

NOTE 9. DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

We use derivative instruments to minimize fluctuations in earnings and cash flows caused by interest rate volatility. Our interest rate risk management strategy involves modifying the re-pricing characteristics of certain assets or liabilities so the changes in interest rates do not have a significant effect on net interest income. Thus, all of our derivative contracts are considered to be interest rate contracts.

We recognize our derivative instruments on the Consolidated Balance Sheets at fair value. On the date the derivative instrument is entered into, we designate whether the derivative is part of a hedging relationship (i.e., cash flow or fair value hedge). We formally document relationships between hedging instruments and hedged items, as well as our risk management objective and strategy for undertaking hedge transactions. We also assess, both at the hedge’s inception and on an ongoing basis, whether the derivatives used in hedging transactions are highly effective in offsetting the changes in cash flows or fair values of hedged items. Changes in fair value of derivative instruments that are highly effective and qualify as cash flow hedges are recorded in other comprehensive income or loss.

We offer derivative products in the form of interest rate swaps, to commercial loan customers to facilitate their risk management strategies. These instruments are executed through Master Netting Arrangements (“MNAs”) with financial institution counterparties or Risk Participation Agreements (“RPAs”) with commercial bank counterparties, for which we assume a pro rata share of the credit exposure associated with a borrower's performance related to the derivative contract with the counterparty.

Information about derivative assets and liabilities at March 31, 2026 and December 31, 2025, follows:

  • (in thousands)
  • (in years)
  • (in thousands)
  • (Liability)_

March 31, 2026 · in thousands · in years · in thousands · Liability

View SEC source
Cash flow hedges: · Interest rate swap on wholesale funding · Interest rate swap on variable rate loansTotal cash flow hedgesNotional · AmountWeighted · Average · MaturityFair Value · Asset (Liability)Location Fair · Value Asset · Other assetsOther liabilities
Fair value hedges:
Interest rate swap on securities37,1903.32,468Other assets
Total fair value hedges37,1902,468
Economic hedges:
Forward sale commitments6,4400.128Other assets
Customer Loan Swaps-MNA Counterparty400,5894.7(5,968)Other liabilities
Customer Loan Swaps-RPA Counterparty194,4304.2(1,309)Other liabilities
Customer Loan Swaps-MNA Customer400,5894.75,968Other assets
Customer Loan Swaps-RPA Customer194,4304.21,309Other liabilities
Total economic hedges1,196,47828
Non-hedging derivatives:
Interest rate lock commitments4,3680.1148Other assets
Total non-hedging derivatives4,368148
Total

  • (in thousands)
  • (in years)
  • (in thousands)
  • (Liability)_

December 31, 2025 · in thousands · in years · in thousands · Liability

View SEC source
Cash flow hedges:Interest rate swap on wholesale fundingNotional · AmountWeighted · Average · MaturityFair Value · Asset (Liability)Location Fair · Value AssetOther assets
Interest rate swap on variable rate loans50,0000.2(336)Other liabilities
Total cash flow hedges50,000(336)
Fair value hedges:
Interest rate swap on securities37,1903.62,374Other assets
Total fair value hedges37,1902,374
Economic hedges:
Forward sale commitments5,248(14)Other liabilities
Customer Loan Swaps-MNA Counterparty358,8464.8(4,264)Other liabilities
Customer Loan Swaps-RPA Counterparty195,5464.5(2,070)Other liabilities
Customer Loan Swaps-MNA Customer358,8464.84,264Other assets
Customer Loan Swaps-RPA Customer195,5464.52,070Other liabilities
Total economic hedges1,114,032(14)
Non-hedging derivatives:
Interest rate lock commitments2,6980.198Other assets
Total non-hedging derivatives2,69898
Total

As of March 31, 2026 and December 31, 2025, the following amounts were recorded on the balance sheet related to cumulative basis adjustments for fair value hedges:

March 31, 2026Location of Hedged Item onBalance SheetCarrying Amount of HedgedAssetsCumulative Amount of Fair · Value Hedging Adjustment inCarrying Amount
Interest rate swap on securitiesSecurities available for sale$30,527$(6,663)
December 31, 2025
Interest rate swap on securitiesSecurities available for sale$31,366$(5,824)

Information about derivative assets and liabilities for three months ended March 31, 2026 and 2025, follows:

Three Months Ended March 31, 2026

View SEC source
(in thousands) · Cash flow hedges:Interest rate swap on wholesale fundingAmount of · Gain (Loss) · Recognized in · Other · Comprehensive · IncomeLocation of Gain (Loss) · Reclassified from Other · Comprehensive IncomeInterest expenseAmount of · Gain (Loss) · Reclassified · from Other · Comprehensive · Income$Amount of · Gain (Loss) · Reclassified · from Other · Comprehensive · IncomeLocation of · Gain (Loss) · Recognized in · IncomeInterest expenseAmount of · Gain (Loss) · Recognized · in Income
Interest rate swap on variable rate loans254Interest incomeInterest income(339)
Total cash flow hedges254(339)
Fair value hedges:
Interest rate swap on securities(549)Interest incomeInterest income210
Total fair value hedges(549)210
Economic hedges:
Forward commitmentsOther incomeMortgage banking income42
Total economic hedges42
Non-hedging derivatives:
Interest rate lock commitmentsOther incomeMortgage banking income50
Total non-hedging derivatives50
Total$()$$()

Three Months Ended March 31, 2025

View SEC source
(in thousands)Amount of · Gain (Loss) · Recognized in · Other · ComprehensiveIncomeLocation of Gain (Loss) · Reclassified from OtherComprehensive IncomeAmount of · Gain (Loss) · Reclassified · from Other · ComprehensiveIncomeLocation of · Gain (Loss) · Recognized inIncomeAmount of · Gain (Loss) · Recognizedin Income
Cash flow hedges:
Interest rate swap on wholesale funding$(188)Interest expenseInterest expense$252
Interest rate swap on variable rate loans370Interest incomeInterest income(455)
Total cash flow hedges182(203)
Fair value hedges:
Interest rate swap on securities(1,652)Interest incomeInterest income275
Total economic hedges(1,652)275
Economic hedges:
Forward commitmentsOther incomeMortgage banking income(21)
Total economic hedges(21)
Non-hedging derivatives:
Interest rate lock commitmentsOther incomeMortgage banking income29
Total non-hedging derivatives29
Total$()

The effect of cash flow hedging and fair value accounting on the consolidated statements of income for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31, 2026

View SEC source
(in thousands)Interest and Dividend IncomeLoansInterest and Dividend IncomeSecurities and otherInterest ExpenseDepositsInterest ExpenseBorrowingsNon-interest Income
Income and expense line items presented in the consolidated statements of income$48,658$6,204$14,889$3,489$10,414
The effects of cash flow and fair value hedging:
Gain (loss) on cash flow hedges:
Interest rate swap on wholesale funding
Interest rate swap on variable rate loans(339)
Gain (loss) on fair value hedges:
Interest rate swap on securities210
Three Months Ended March 31, 2025
Interest and Dividend IncomeInterest Expense
(in thousands)LoansSecurities and otherDepositsBorrowingsNon-interest Income
Income and expense line items presented in the consolidated statements of income$41,804$5,734$15,512$3,019$8,918
The effects of cash flow and fair value hedging:
Gain (loss) on cash flow hedges:
Interest rate swap on wholesale funding252
Interest rate swap on variable rate loans(455)
Gain (loss) on fair value hedges:
Interest rate swap on securities275

The effect of economic hedges and derivatives not designated as hedging instruments on the consolidated statements of income for three months ended March 31, 2026 and 2025 is as follows:

(In thousands)Location of Gain (Loss) Recognizedin Non-interest IncomeThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Economic hedges:
Forward commitmentsMortgage banking income$42$(21)
Non-hedging derivatives:
Interest rate lock commitmentsMortgage banking income5029

Cash flow hedges

Interest rate swaps on wholesale funding

As of March 31, 2026, we have no remaining interest rate swaps on wholesale borrowings.

Interest rate swap on variable rate loans

As of March 31, 2026, we have no remaining interest rate swaps on loans. The $50 million loan swap we entered into in March 2021 matured effective March 2026.

Fair value hedges

Interest rate swap on securities

For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged asset or liability attributable to the hedged risk are recognized in current earnings. We utilize interest rate swaps designated as fair value hedges to mitigate the effect of changing interest rates on the fair values of fixed rate callable securities available-for-sale. The hedging strategy on securities converts the fixed interest rates to SOFR based variable interest rates. These derivatives are designated as partial term hedges of selected cash flows covering specified periods of time prior to the call dates of the hedged securities. These derivatives are intended to protect against the effects of changing interest rates on the fair values of fixed rate securities. The fixed rates on the transactions have a weighted average rate of 1.696%.

Economic hedges

Forward sale commitments

We utilize forward sale commitments on residential mortgage loans to hedge interest rate risk and the associated effects on the fair value of interest rate lock commitments and loans originated for sale. The forward sale commitments are accounted for as derivatives. We typically use a combination of best efforts and mandatory delivery contracts. The contracts are loan sale agreements where we commit to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. Generally, we enter into contracts just prior to the loan closing with a customer.

Customer loan derivatives

We enter into customer loan derivatives to facilitate the risk management strategies for commercial banking customers. We mitigate this risk by entering into equal and offsetting loan swap agreements with highly rated third-party financial institutions. The loan swap agreements are free standing derivatives and are recorded at fair value in our consolidated balance sheets. We are party to MNAs with our financial institutional counterparties; however, we do not offset assets and liabilities under these arrangements for financial statement presentation purposes.

The MNAs provide for a single net settlement of all loan swap agreements, as well as collateral or cash funds, in the event of default on, or termination of, any one contract. Collateral is provided by cash or securities received or posted by the counterparty with net liability positions, respectively, in accordance with contract thresholds.

The below tables describe the potential effect of master netting arrangements on the Consolidated Balance Sheets and the financial collateral pledged for these arrangements:

(in thousands)As of March 31, 2026Gross Amounts Offset in the Consolidated Balance Sheet · DerivativeLiabilitiesGross Amounts Offset in the Consolidated Balance SheetDerivative AssetsGross Amounts Offset in the Consolidated Balance Sheet · Cash CollateralPledgedGross Amounts Offset in the Consolidated Balance SheetNet Amount
Customer Loan Derivatives:
RPA counterparty(1,309)1,309
Total$(1,309)$1,309

(in thousands)As of December 31, 2025Gross Amounts Offset in the Consolidated Balance Sheet · DerivativeLiabilitiesGross Amounts Offset in the Consolidated Balance SheetDerivative AssetsGross Amounts Offset in the Consolidated Balance Sheet · Cash CollateralPledgedGross Amounts Offset in the Consolidated Balance SheetNet Amount
Customer Loan Derivatives:
RPA counterparty(2,070)2,070
Total$(2,070)$2,070

Non-hedging derivatives

Interest rate lock commitments

We enter into interest rate lock commitments (“IRLCs”) for residential mortgage loans, which commit us to lend funds to a potential borrower at a specific interest rate and within a specified period of time. IRLCs relate to the origination of residential mortgage loans that are held for sale and are considered derivative financial instruments under applicable accounting guidance. Outstanding IRLCs expose us to the risk that the price of the mortgage loans underlying the commitments may decline due to increases in mortgage interest rates from inception of the rate lock to the funding of the loan. The IRLCs are free standing derivatives, which are carried at fair value with changes recorded in non-interest income in our Consolidated Statements of Income. Changes in the fair value of IRLCs subsequent to inception are based on (i) changes in the fair value of the underlying loan resulting from the fulfillment of the commitment and (ii) changes in the probability when the loan will fund within the terms of the commitment, which is affected primarily by changes in interest rates and the passage of time.

NOTE 10. FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

March 31, 2026

View SEC source
(in thousands)Level 1InputsLevel 2InputsLevel 3InputsTotalFair Value
Available-for-sale debt securities:
Obligations of US Government-sponsored enterprises$1,010$1,010
Mortgage-backed securities:
US Government-sponsored enterprises250,739250,739
US Government agency155,695155,695
Private label10,75210,752
Obligations of states and political subdivisions thereof101,941101,941
Corporate bonds76,5111,32977,840
Loans held for sale11,53411,534
Derivative assets9,7451769,921
Derivative liabilities(7,277)(7,277)

December 31, 2025

View SEC source
(in thousands)Level 1InputsLevel 2InputsLevel 3InputsTotalFair Value
Available-for-sale debt securities:
Obligations of US Government-sponsored enterprises$1,102$1,102
Mortgage-backed securities:
US Government-sponsored enterprises249,542249,542
US Government agency153,900153,900
Private label10,99910,999
Obligations of states and political subdivisions thereof104,539104,539
Corporate bonds75,1392,20377,342
Loans held for sale5,2835,283
Derivative assets8,708988,806
Derivative liabilities(6,670)(14)(6,684)

Available-for-sale Debt Securities: All securities and major categories of securities classified as available-for-sale are reported at fair value utilizing Level 2 inputs, unless otherwise disclosed. For these securities, we obtain fair value measurements from independent pricing providers. The fair value measurements used by the pricing providers consider observable data that may include dealer quotes, market maker quotes and live trading systems. If quoted prices are not readily available, fair values are determined using matrix pricing models, or other model-based valuation techniques requiring observable inputs other than quoted prices such as market pricing spreads, credit information, callable features, cash flows, the US Treasury yield curve, trade execution data, market consensus prepayment speeds, default rates, and the securities’ terms and conditions, among other things. For securities where fair value is calculated using a discounted cash flow model or other market indicators are reported at fair value utilizing Level 3 inputs.

Corporate Bonds

At March 31, 2026, the Company held one corporate bond investment classified as available-for-sale for which the fair value was determined using unobservable inputs, resulting in a Level 3 classification under the fair value hierarchy. During the quarter ended June 30, 2025, management identified a change in the estimated future cash flows associated with this security. As a result, the Company recognized an impairment loss of $4.4 million and charged off an allowance for credit losses of $1.2 million. In the third quarter 2025, the Company wrote down an additional $200 thousand resulting in a fair value of $2.2 million as of September 30, 2025. In the first quarter of 2026, the Company wrote down an additional $874 thousand resulting in a fair value of $1.3 million. These losses were recorded in net gain (loss) on available-for-sale debt securities in the consolidated statements of income.

The fair value of the corporate bond was determined using a present value discounted cash flow approach. This method incorporated management’s current expectations about the timing and amount of future cash flows, which were adjusted for expected prepayments and credit-related losses. The revised cash flows were then discounted using the bond’s original effective interest rate. Unobservable inputs used in the fair value measurement included the discount rate, expected cash flows, and loss severity. The discount rate reflects the original effective yield at the time of purchase, adjusted for changes in market conditions and issuer-specific risk. Expected cash flows were developed based on management’s assessment of the issuer’s current financial condition, forward-looking performance expectations, and relevant macroeconomic indicators. Loss severity was estimated based on the Company’s expectations regarding the potential shortfall in principal and interest in the event of default, taking into account the nature of the issuer’s collateral, if any.

Loans Held for Sale: The valuation of the Company’s loans held for sale are determined on an individual basis using quoted secondary market prices and are classified as Level 2 measurements.

Derivative Assets and Liabilities

Cash Flow Hedges: The valuations of our cash flow hedges are obtained from a third party. The pricing analysis is based on observable inputs for the contractual terms of the derivatives, including the period to maturity and interest rate curves. The inputs used to value the cash flow hedges are all classified as Level 2 measurements.

Interest Rate Lock Commitments: We enter into IRLCs for residential mortgage loans, which commit us to lend funds to potential borrowers at a specific interest rate and within a specified period of time. The estimated fair value of commitments to originate residential mortgage loans for sale is based on quoted prices for similar loans in active markets. However, this value is adjusted by a factor which considers the likelihood of a loan in a lock position will ultimately close. The closing ratio is derived from internal data and is adjusted using significant management judgment. As such, IRLCs are classified as Level 3 measurements.

Forward Sale Commitments**:** We utilize forward sale commitments as economic hedges against potential changes in the values of the IRLCs and loans originated for sale. The fair values of mandatory delivery loan sale commitments are determined similarly to the IRLCs using quoted prices in the market place that are observable. However, closing ratios included in the calculation are internally generated and are based on management’s judgment and prior experience, which are not considered observable factors. As such, mandatory delivery forward commitments are classified as Level 3 measurements.

The table below presents the changes in Level 3 assets and liabilities that were measured at fair value on a recurring basis for the three months ended March 31, 2026 and 2025:

(in thousands)Three Months Ended March 31, 2026Assets (Liabilities) · Interest Rate LockCommitmentsAssets (Liabilities) · ForwardCommitmentsAssets (Liabilities) · CorporateBond
Balance at beginning of period$98$(14)$2,203
Realized gain (loss) recognized in non-interest income5042(874)
Balance at end of period$148$28$1,329
Three Months Ended March 31, 2025
Balance at beginning of period$85$13
Realized gain (loss) recognized in non-interest income29(21)
Balance at end of period$114$(8)

Quantitative information about the significant unobservable inputs within Level 3 recurring assets and liabilities is, as follows:

(in thousands, except ratios)Fair ValueMarch 31, 2026ValuationTechniquesUnobservableInputsSignificant · UnobservableInput Value
Assets (Liabilities)
Interest Rate Lock Commitment$148Pull-through Rate AnalysisClosing Ratio92%
Pricing ModelOrigination Costs, per loan$1.7
Discount Cash FlowsMortgage Servicing Asset1.0%
Forward Commitments28Quoted prices for similar loans in active marketsFreddie Mac pricing system$98.5 to $101.5
Corporate bond1,329Discounted Cash FlowsDiscount Rate7.39%
Cash Flows$0 to $1,329
Loss Severity83%
Total$1,505
Fair ValueSignificant
December 31,ValuationUnobservableUnobservable
(in thousands, except ratios)2025TechniquesInputsInput Value
Assets (Liabilities)
Interest Rate Lock Commitment$98Pull-through Rate AnalysisClosing Ratio96%
Pricing ModelOrigination Costs, per loan$1.7
Discount Cash FlowsMortgage Servicing Asset1.0%
Forward Commitments(14)Quoted prices for similar loans in active marketsFreddie Mac pricing system$100.7 to $103.4
Corporate bond2,203Discounted Cash FlowsDiscount Rate7.39%
Cash Flows$0 to $2,203
Loss Severity65%
Total$2,287

At the end of the second quarter 2025 the Company transferred a corporate bond with a fair value of $2.4 million into level 3 due to a change in the fair value technique to using a present value discounted cash flow approach. During the quarter ended September 30, 2025 the Company wrote down an additional $200 thousand resulting in a fair value of $2.2 million. During the quarter ended March 31, 2026 the Company wrote down an additional $874 thousand resulting in a fair value of $1.3 million. This write down incorporated management’s current expectations about the timing and amount of future cash flows, which were adjusted for expected prepayments and credit-related losses. The revised cash flows were then discounted using the bond’s original effective interest rate. Unobservable inputs used in the fair value measurement included the discount rate, expected cash flows, and loss severity.

Non-Recurring Fair Value Measurements

We are required, on a non-recurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements in accordance with GAAP. The following is a summary of applicable non-recurring fair value measurements:

(in thousands)Mar 31, 2026 · Level 3InputsDec 31, 2025 · Level 3InputsFair Value · Measurement Date as of · March 31, 2026 · Level 3Inputs
Assets
Individually evaluated loans$16,028$5,091March 2026
Capitalized servicing rights7,2996,832March 2026
Total$23,327$11,923

There are no liabilities measured at fair value on a non-recurring basis as of March 31, 2026 and December 31, 2025.

Individually evaluated loans

Loans are generally not recorded at fair value on a recurring basis. Periodically, we record non-recurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of those loans. Non-recurring adjustments can also include certain impairment amounts for collateral-dependent loans calculated when establishing the ACL. Such amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated valuation amount does not necessarily represent the fair value of the loan. Real estate collateral is typically valued using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the marketplace. However, the choice of observable data is subject to significant judgment, and there are often adjustments based on judgment in order to make observable data comparable and to consider the impact of time, the condition of properties, interest rates, and other market factors on current values. Additionally, commercial real estate appraisals frequently involve discounting of projected cash flows, which relies inherently on unobservable data. Therefore, non-recurring fair value measurement adjustments relating to real estate collateral have generally been classified as Level 3. Estimates of fair value for other collateral supporting commercial loans are generally based on assumptions not observable in the marketplace and therefore such valuations have been classified as Level 3.

Capitalized loan servicing rights

A loan servicing right asset represents the amount by which the present value of the estimated future net cash flows to be received from servicing loans exceed adequate compensation for performing the servicing. The fair value of loan servicing rights is estimated using a present value cash flow model. The most important assumptions used in the valuation model are the anticipated rate of the loan prepayments and discount rates. Adjustments are only recorded when the discounted cash flows derived from the valuation model are less than the carrying value of the asset. Although some assumptions in determining fair value are based on standards used by market participants, some are based on unobservable inputs and therefore are classified in Level 3 of the valuation hierarchy.

We are required, on a non-recurring basis, to adjust the carrying value or provide valuation allowances for certain assets using fair value measurements in accordance with GAAP. There are no liabilities measured at fair value on a non-recurring basis as of March 31, 2026 and December 31, 2025.

Quantitative information about the significant unobservable inputs within Level 3 non-recurring assets follows:

(in thousands, except ratios)Fair Value March 31, 2026Valuation TechniquesUnobservable InputsRange (Weighted Average)(a)
Assets
Individually evaluated loans
Commercial Real Estate Owner Occupied$365Fair value of collateral-appraised valueLoss severity33% to 60%
Appraised value$250 to $975
Commercial Real Estate Non-Owner Occupied13,419Fair value of collateral-appraised valueLoss severity0% to 40%
Appraised value$1,700 to $10,700
Commercial and Industrial2,078Fair value of collateral-appraised valueLoss severity10% to 80%
Appraised value$212 to $1,057
Residential Real Estate166Fair value of collateral-appraised valueLoss severity20%
Appraised value$240
Capitalized servicing rights7,299Discounted cash flowConstant prepayment rate7.36%
Discount rate9.62%
Total$23,327

(a) Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to individual properties.

(in thousands, except ratios)Fair Value December 31, 2025Valuation TechniquesUnobservable InputsRange (Weighted Average)(a)
Assets
Individually evaluated loans
Commercial Real Estate Owner Occupied$378Fair value of collateral-appraised valueLoss severity33% to 60%
Appraised value$250 to $975
Commercial Real Estate Non-Owner Occupied1,985Fair value of collateral-appraised valueLoss severity20% to 40%
Appraised value$1,700 to $1,775
Commercial and Industrial2,410Fair value of collateral-appraised valueLoss severity5% to 80%
Appraised value$212 to $1,112
Residential Real Estate318Fair value of collateral-appraised valueLoss severity20%
Appraised value$240
Capitalized servicing rights6,832Discounted cash flowConstant prepayment rate8.97%
Discount rate9.62%
Total$11,923

(a) Where dollar amounts are disclosed, the amounts represent the lowest and highest fair value of the respective assets in the population except for adjustments for market/property conditions, which represents the range of adjustments to individual properties.

There were no Level 1 or Level 2 non-recurring fair value measurements for the periods ended March 31, 2026 and December 31, 2025.

Summary of Estimated Fair Values of Financial Instruments

The estimated fair values, and related carrying amounts, of our financial instruments are included in the table below. Certain financial instruments and all non-financial instruments are excluded from disclosure requirements. Accordingly, the aggregate fair value amounts presented herein may not necessarily represent the underlying fair value of the Company.

March 31, 2026

View SEC source
(in thousands)CarryingAmountFairValueLevel 1Level 2Level 3
Financial Assets
Cash and cash equivalents$82,215$82,215$82,215
Available-for-sale debt securities597,977597,977596,6481,329
FHLB stock9,567n/an/an/an/a
Loans held for sale11,53411,53411,534
Net loans3,550,9333,489,8823,489,882
Accrued interest receivable16,92416,924463,80613,072
Derivative assets9,9219,9219,745176
Financial Liabilities
Non-maturity deposits$2,946,904$2,763,401$2,763,401
Time deposits920,811917,529917,529
Securities sold under agreements to repurchase3,0783,0783,078
FHLB advances159,219159,198159,198
Subordinated borrowings53,42049,66649,666
Accrued interest payable5,4125,4125,412
Derivative liabilities7,2777,2777,277

December 31, 2025

View SEC source
(in thousands)CarryingAmountFairValueLevel 1Level 2Level 3
Financial Assets
Cash and cash equivalents$80,837$80,837$80,837
Available-for-sale debt securities597,424597,424595,2212,203
FHLB stock11,308n/an/an/an/a
Loans held for sale5,2835,2835,283
Net loans3,571,8073,505,2783,505,278
Accrued interest receivable15,04715,047133,49611,538
Derivative assets8,8068,8068,70898
Financial Liabilities
Non-maturity deposits$2,908,688$2,740,925$2,740,925
Time deposits912,594910,213910,213
Securities sold under agreements to repurchase4,8014,8014,801
FHLB advances212,016211,988211,756232
Subordinated borrowings52,82549,74649,746
Accrued interest payable6,2566,2566,256
Derivative liabilities6,6846,6846,67014

NOTE 11. REVENUE FROM CONTRACTS WITH CUSTOMERS

We account for our various non-interest revenue streams and related contracts in accordance with “Revenue from Contracts with Customers” (“ASC 606”). ASC 606 is based on the consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. Revenue is recognized when we satisfy our performance obligation, which is generally when services are rendered and can be either satisfied at a point in time or over time. We recognize revenue at a point in time that is transactional in nature. We recognize revenue over time that is earned as services are performed and performance obligations are satisfied over time.

A substantial portion of our revenue is specifically excluded from the scope of ASC 606. This exclusion is associated with financial instruments, including interest income on loans and investment securities, in addition to loan derivative income and gains on loan and investment sales.

Disaggregation of Revenue

The following presents non-interest income, segregated by revenue streams in-scope and out-of-scope of Topic 606:

(in thousands)Three Months Ended March 31, 2026Three Months Ended March 31, 2025
Non-interest income within the scope of ASC 606:
Trust management fees
Financial services fees
Interchange fees
Customer deposit fees
Other customer service fees
Total non-interest income within the scope of ASC 6068,2237,441
Total non-interest income not within the scope of ASC 6062,1911,477
Total non-interest income

(in thousands)Three Months Ended March 31, 2026Three Months Ended March 31, 2025
Timing of Revenue Recognition
Products and services transferred at a point in time$4,285$3,810
Products and services transferred over time3,9383,631
Total$8,223$7,441

Trust Management Fees

The trust management business generates revenue through a range of fiduciary services including trust and estate administration and investment management to individuals, businesses, not-for-profit organizations, and municipalities. These fees are primarily earned over time as we charge our customers on a monthly or quarterly basis in accordance with investment advisory agreements. Fees are generally assessed based on a tiered scale of the average monthly market value of assets under management. Certain fees, such as bill paying fees, distribution fees, real estate sale fees, and supplemental tax service fees, are recorded as revenue at a point in time upon the completion of the service.

Financial Services Fees

Bar Harbor Financial Services is a branch office of Osaic Institutions, Inc. (“Osaic”), a full-service third-party broker-dealer, conducting business under the assumed business name “Bar Harbor Financial Services.” Osaic is an independent registered broker-dealer and is not affiliated with the Company or its subsidiaries. We have a revenue sharing agreement with Osaic for any financial service fee income generated. Financial services fees are recognized at a point in time upon the completion of service requirements.

Interchange Fees

We earn interchange fees from transaction fees that merchants pay whenever a customer uses a debit card to make a purchase from their store. The fees are paid to the card-issuing bank to cover handling costs, fraud, bad debt costs and the

risk involved in approving the payment. Interchange fees are generally recognized as revenue at a point in time upon the completion of a debit card transaction.

Customer Deposit Fees

The Customer Deposit business offers a variety of deposit accounts with a range of interest rates, fee schedules and other terms, which are designed to meet the customer's financial needs. Additional depositor-related services provided to customers include ATM, bank-by-phone, internet banking, internet bill pay, mobile banking, and other cash management services, which include remote deposit capture, ACH origination, and wire transfers. These customer deposit fees are generally recognized at a point in time upon the completion of the service.

Other Customer Service Fees

We have certain incentive and referral fee arrangements with independent third parties in which fees are earned for new account activity, product sales, or transaction volume generated for the respective third parties. We also earn a percentage of the fees generated from third-party credit card plans promoted through the Bank. Revenue from these incentive and referral fee arrangements are recognized over time using the right to invoice measure of progress.

Contract Balances from Contracts with Customers

The following table provides information about contract assets or receivables and contract liabilities or deferred revenues from contracts with customers:

(in thousands)March 31, 2026December 31, 2025
Balances from contracts with customers only:
Other Assets
Other Liabilities

The timing of revenue recognition, billings and cash collections results in contract assets or receivables and contract liabilities or deferred revenue on the consolidated balance sheets. For most customer contracts, fees are deducted directly from customer accounts and, therefore, there is no associated impact on the accounts receivable balance. For certain types of service contracts, we have an unconditional right to consideration under the service contract and an accounts receivable balance is recorded for services completed. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met.

Costs to Obtain and Fulfill a Contract

We currently expense contract costs for processing and administrative fees for debit card transactions. We also expense custody fees and transactional costs associated with securities transactions as well as third-party tax preparation fees. We have elected the practical expedient in ASC 340-40-25-4, whereby we recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets we otherwise would have recognized is one year or less.

NOTE 12. GOODWILL AND OTHER INTANGIBLES

The activity impacting goodwill as of March 31, 2026 and December 31, 2025 is as follows:

(in thousands)March 31, 2026December 31, 2025
Balance at beginning of year
Acquisition (1)
Balance at end of year

(1) In the third quarter 2025, the Company completed its acquisition of Woodsville and recorded $22.3 million in goodwill. Refer to Note 2 for further details.

The components of other intangible assets as of March 31, 2026 and December 31, 2025 are as follows:

March 31, 2026

View SEC source
(in thousands)GrossIntangible AssetsAccumulatedAmortizationNet IntangibleAssets
Core deposit intangible (non-maturity deposits) (1)$22,691$(7,503)$15,188
Customer list and other intangibles2,120(1,484)636
Total$()

(1) In the third quarter 2025, the Company completed its acquisition of Woodsville and recorded $14.0 million in CDI assets that will amortize over a 10 year period. Refer to Note 2 for further details.

December 31, 2025

View SEC source
(in thousands)GrossIntangible AssetsAccumulatedAmortizationNet IntangibleAssets
Core deposit intangible (non-maturity deposits)$22,691$(6,969)$15,722
Customer list and other intangibles2,120(1,435)685
Total$()

Other intangible assets are amortized on a straight-line basis over their estimated lives, which range from five years to 11 years. Amortization expenses related to intangibles for the three months ended March 31, 2026 and 2025 were thousand and thousand, respectively.

The estimated aggregate future amortization expense for other intangible assets remaining at March 31, 2026 is as follows:

(in thousands)Other IntangibleAssets
2026
2027
2028
2029
2030
2031 and thereafter6,409
Total

NOTE 13. LEASES

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. Most of our leases are for branches, ATM locations, and office space and have terms extending through 2046. All leases are classified as operating leases, and are recognized on the consolidated balance sheets as a right-of-use (“ROU”) asset with a corresponding lease liability.

The following table presents the consolidated statements of condition classification of the ROU assets and lease liabilities:

(in thousands)ClassificationMarch 31, 2026December 31, 2025
Lease Right-of-Use Assets
Operating lease right-of-use assetsOther assets
Lease Liabilities
Operating lease liabilitiesOther liabilities

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used for the present value of the minimum lease payments. The lease agreements often include one or more options to renew at our discretion. If at lease inception, we consider the exercising of a renewal option to be reasonably certain, we will include the extended term in the calculation of the ROU asset and lease liability.

The following table presents the weighted average lease term and discount rate of the leases:

Weighted-average remaining lease term (in years)March 31, 2026December 31, 2025
Operating leases10.9110.94
Weighted-average discount rate
Operating leases%%

The following table represents lease costs and other lease information. As we have elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as real estate taxes, common area maintenance and utilities.

(in thousands)Three Months EndedMarch 31, 2026Three Months EndedMarch 31, 2025
Lease Costs
Operating lease cost
Variable lease cost
Total lease cost
Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of operating lease liabilities
Right-of-use assets obtained in exchange for new operating lease obligations

Future minimum payments for operating leases with initial or remaining terms of one year or more as of March 31, 2026 are, as follows:

(in thousands)Twelve Months Ended:Payments
March 31, 2027
March 31, 2028
March 31, 2029
March 31, 2030
March 31, 2031
Thereafter
Total future minimum lease payments
Amounts representing interest()
Present value of net future minimum lease payments

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

The following is management’s discussion and analysis of the major factors that influenced our results of operations and financial condition as of and for the three months ended March 31, 2026 and should be read in conjunction with our unaudited consolidated financial statements and condensed notes thereto included elsewhere in this Form 10-Q as well as our audited consolidated financial statements and notes thereto included in our Form 10-K. The following discussion contains "forward-looking statements" that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Factors that could cause such differences are discussed in the sections titled "Cautionary Statement Regarding Forward-Looking Statements", “Part I, Item 1.A. Risk Factors” in the Form 10-K, and "Part II, Item 1A. Risk Factors" in this Form 10-Q. All amounts, dollars and percentages presented in this Form 10-Q are rounded and therefore approximate.

GENERAL

The Company is a bank holding company headquartered in Maine, providing a broad array of banking and nonbanking products and services to businesses and consumers primarily within our three-state footprint. The Company's primary sources of revenue, through the Bank, are net interest income (predominantly from loans and investment securities) and noninterest income (principally fees and other revenue from financial services provided to customers or ancillary services tied to loans and deposits).

NON-GAAP FINANCIAL MEASURES

Our accounting and reporting policies conform to GAAP and the prevailing practices in the financial services industry. However, we also evaluate our performance by reference to certain additional financial measures discussed in this Form 10-Q that we identify as being “non-GAAP financial measures.” In accordance with SEC rules, we classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss in this Form 10-Q should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures that we discuss in this Form 10-Q may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in this Form 10-Q when comparing such non-GAAP financial measures.

QUARTERLY PERFORMANCE SUMMARY

Financial Highlights (quarter ended March 31, 2026, compared to the same period of 2025 unless otherwise stated)

  • $13.5 million net income compared to $10.2 million
  • $0.81 diluted earnings per share compared to $0.66
  • 3.54% net interest margin compared to 3.17%
  • 56.92% efficiency ratio compared to 62.00%
  • $4.7 billion in assets

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2026 AND DECEMBER 31, 2025

Cash and cash equivalents

Total cash and cash equivalents were $82.2 million at the end of the first quarter 2026, compared to $80.8 million at the end of the fourth quarter 2025. Interest-earning deposits with other banks increased to $46.6 million at the end of the first quarter 2026, compared to $35.9 million at the end of the fourth quarter 2025 and yielded 3.90% and 4.53%, respectively. The increase in cash balances was driven primarily by loan payoffs during the quarter.

Available for Sale Debt Securities

Available-for-sale debt securities were $598.0 million compared to $597.4 million at the end of the fourth quarter 2025. Net unrealized losses increased to $52.4 million at quarter-end compared to $47.5 million at the end of the fourth quarter 2025 due to the interest rate environment. The total unrealized losses include $6.7 million in unrealized losses on fair value hedged municipal securities. During the quarter there were purchases of $25.2 million, paydowns and calls of $19.3 million and net accretion of $411 thousand. The quarter-to-date weighted average yield of the securities portfolio was 4.05% compared to 4.03% at the end of the fourth quarter 2025. As of the first quarter 2026 and the fourth quarter 2025, the securities portfolio had an average life of 7.6 years and 7.1 years respectively, with an effective duration of 5.4 years and 5.2 years, respectively. At the end of the first quarter 2026 all securities remain classified as available for sale.

Federal Home Loan Bank Stock

Federal Home Loan Bank stock decreased $1.7 million to $9.6 million at the end of the first quarter 2026 compared to $11.3 million at the end of the fourth quarter 2025 primarily driven by the decrease in wholesale borrowings.

Loans Held for Sale

Loans held for sale were $11.5 million in the first quarter 2026 compared to $5.3 million in the fourth quarter 2025 as we originated $23.6 million in loans held for sale and sold $16.2 million in loans during the quarter.

Loans

Total loans decreased $20.6 million to $3.6 billion in the first quarter 2026 compared to the fourth quarter 2025 driven primarily by commercial real estate payoffs. Commercial real estate loans decreased $30.2 million primarily due to one early payoff of $14.4 million and $24.4 million in loans that matured and paid off during the quarter. Commercial and industrial loans increased 24% on an annualized basis and included $16.6 million of originations during the quarter. Residential real estate loans decreased $8.1 million during the quarter primarily driven by increased prepayment activity and offset in part by a $12.0 million residential loan purchase. Consumer loans remained relatively flat with a decrease of $348 thousand due to paydowns on home equity lines of credit.

Allowance for Credit Losses

The allowance for credit losses (“ACL”) on loans remained stable at $34.3 million at the end of the first quarter 2026 compared to $34.1 million at the end of the fourth quarter 2025. The activity in the ACL is reflective of loan portfolio

changes and credit quality indicators. The allowance for credit losses to total loans coverage ratio for the first quarter 2026 was in line with the fourth quarter 2025 at 0.96% versus 0.94%.

Other Assets

Premises and equipment increased in the first quarter 2026 to $58.9 million compared to $58.2 million at the end of the fourth quarter 2025 driven by renovation projects. Bank owned life insurance decreased $6.4 million or 7% driven by death benefit pay outs that occurred at the end of the first quarter 2026, partially offset by increases in cash surrender value. Other assets increased $12.7 million primarily due to a non-cash transfer between loans and other assets as the result of the payoff timing of a loan participation which settled within one day of quarter-end.

Deposits

Total deposits were $3.9 billion at the end of the first quarter 2026 compared to $3.8 billion at the end of the fourth quarter of 2025. The increase was driven primarily by $17.2 million in new customer non-maturity deposits. Non-interest bearing demand deposits decreased $19.5 million and was offset by a $15.2 million increase in interest-bearing demand, a $14.0 million increase in savings and a $28.6 million increase in money market deposits. Time deposits increased $8.2 million during the quarter due to $4.8 million in new customer time deposits and an $18.0 million increase in brokered deposits, which was offset in part by maturities.

Borrowings

Total borrowings decreased $53.9 million in the first quarter 2026 to $215.7 million compared to $269.6 million in the fourth quarter 2025. The decrease was driven by cash inflows from loan payoffs and increased deposits.

Equity

The Company's book value per share was $32.13 at the end of the first quarter 2026 compared to $31.88 at the end of the fourth quarter 2025. Tangible book value per share (non-GAAP) was $22.71 at the end of the first quarter 2026, compared to $22.41 at the end of the fourth quarter 2025.

COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND MARCH 31, 2025

Net Income

First quarter 2026 GAAP net income was $13.5 million, or $0.81 per diluted share, and adjusted earnings (Non-GAAP) was $14.7 million, or $0.88 per diluted share, compared to GAAP net income of $10.2 million, or $0.66 per diluted share, and adjusted earnings (Non-GAAP) of $10.5 million or $0.68 per diluted share in the first quarter of 2025.

Interest and Dividend Income

Total interest and dividend income increased by 16%, or $7.7 million, to $55.3 million in the first quarter 2026 compared to $47.5 million in the prior year. Yields on earning assets grew to 5.27% in the first quarter 2026 compared to 5.16% in the first quarter 2025. The increase was driven by year-over-year loan yield expansion primarily due to the acquisition of $413.4 million in loans from the acquisition of Woodsville. The yield on commercial real estate loans grew to 5.68% in the first quarter 2026 from 5.58% in the first quarter 2025. The residential loan yield increased to 4.64% for the first quarter 2026 from 4.22% in the first quarter of 2025. Total loan yield growth was partially offset by a decrease in the commercial and industrial yield to 6.13% for the first quarter 2026 from 6.57% in the first quarter 2025 driven by the decrease in rates of adjustable-rate loans.

Net Interest Income and Net Interest Margin

The net interest margin was 3.54% in the first quarter 2026 compared to 3.17% in the same quarter 2025. As loan balances grew year-over-year the yield on loans expanded 8 basis points to 5.50% compared to 5.42% in the same period of 2025. Interest-bearing deposit costs decreased year-over-year to 2.19% compared to 2.52% in the same period of 2025.

Total interest expense decreased $153 thousand in the first quarter 2026 compared to the first quarter 2025. Deposit costs were down $623 thousand year-over-year. Borrowing costs increased $470 thousand, or 16% year-over-year, driven by the subordinated debt acquired from Woodsville.

Provision for Credit Losses

The provision for credit losses on loans in the first quarter 2026 was $305 thousand compared to a recapture of $57 thousand in the same period of 2025. The provision reflects minimal net charge-offs of $42 thousand, portfolio changes and credit quality indicators. There was no provision for investment losses in the current year compared to a $636 thousand provision in the first quarter 2025. We had a loss on available-for-sale debt securities of $1.0 million during the first quarter 2026. The loss relates to a write-down on a previously identified corporate bond with continued deteriorated credit quality.

Non-Interest Income

Non-interest income increased $1.5 million in the first quarter 2026 to $10.4 million compared to $8.9 million in the same quarter 2025 primarily driven by a $1.3 million gain on death benefit from bank owned life insurance. Trust management fee income increased $199 thousand driven by the 7%, or $183.5 million, increase in assets under management compared to the same period of 2025. Customer service fees increased $577 thousand or 16% compared to the same period of 2025. The increase was offset in part by the previously noted additional write-down on one corporate debt security resulting in a loss on available-for-sale debt securities of $1.0 million during the first quarter 2026

Non-Interest Expense

Non-interest expenses increased $5.2 million to $29.8 million in the first quarter 2026 compared to $24.7 million in the first quarter 2025 driven by $1.5 million in expenses related to the Woodsville acquisition. Salaries and benefits increased $2.0 million to $15.8 million in the first quarter 2026 compared to $13.7 million in the first quarter 2025 primarily due to additional salary costs associated with the retained Woodsville personnel. Occupancy and equipment increased $711 thousand driven primarily by higher maintenance contract costs from the acquisition of Woodsville. Amortization of intangibles increased $349 thousand due to the acquisition of Woodsville. Other expenses increased $854 thousand for the first quarter 2026 compared to the first quarter 2025 primarily due to increases in software expenses. Loss on sale of premises and equipment was $134 thousand in the first quarter 2026 driven by a building sale.

Income Tax Expense

Income tax expense was $3.6 million for the first quarter 2026 compared to $2.5 million for the first quarter of 2025, respectively. Our GAAP effective tax rate for the first quarter 2026 was 21.09% and 19.57% in the first quarter 2025 and the effective tax rate on adjusted earnings (Non-GAAP) was 21.89% and 22.98%, respectively.

Liquidity and Cash Flows

Liquidity is measured by our ability to meet short-term cash needs at a reasonable cost or minimal loss. We seek to obtain favorable sources of liabilities and to maintain prudent levels of liquid assets to satisfy varied liquidity demands. Besides serving as a funding source for maturing obligations, liquidity provides flexibility in responding to customer-initiated needs. Many factors affect our ability to meet liquidity needs, including variations in the markets served by our network of offices, mix of assets and liabilities, reputation and credit standing in the marketplace, and general economic conditions.

The Bank actively manages its liquidity position through target ratios established under its Asset-Liability Management Policy. Continual monitoring of these ratios, by using historical data and through forecasts under multiple rate and stress scenarios, allows the Bank to employ strategies necessary to maintain adequate liquidity. The Bank's policy is to maintain a liquidity position of at least 8% of total assets. A portion of the Bank’s deposit base has been historically seasonal in nature, with balances typically declining in the winter months through late spring, during which period the Bank’s liquidity position tightens.

As of March 31, 2026, available same-day liquidity totaled approximately $1.0 billion, including cash, borrowing capacity at FHLB and the Federal Reserve Discount Window and various lines of credit. Additional sources of liquidity include cash flows from operations, wholesale deposits, cash flow from our amortizing securities and loan portfolios. As of March 31, 2026, we had unused borrowing capacity at the FHLB of $451.5 million, unused borrowing capacity at the Reserve Bank of $94.5 million and unused lines of credit totaling $41.0 million, in addition to $82.2 million in cash.

The Bank maintains a liquidity contingency plan approved by the Bank’s Board of Directors. This plan addresses the steps that would be taken in the event of a liquidity crisis, and identifies other sources of liquidity available to us. Our management believes the level of liquidity is sufficient to meet current and future funding requirements. However, changes

in economic conditions, including consumer savings habits and availability or access to the brokered deposit market could potentially have a significant impact on our liquidity position.

Capital Resources

Please refer to “Comparison of Financial Condition at March 31, 2026 and December 31, 2025- Equity” for a discussion of shareholders’ equity together with Note 7 - “Capital Ratios and Shareholders’ Equity” in the unaudited consolidated financial statements. Additional information about regulatory capital is contained in the notes to the consolidated financial statements and in our most recent Form 10-K.

We expect to continue our current practice of paying quarterly cash dividends with respect to our common stock subject to our Board of Directors’ discretion to modify or terminate this practice at any time and for any reason without prior notice. We believe our quarterly dividend rate per share as approved by our Board of Directors, enables us to balance our multiple objectives of managing our business and returning a portion of our earnings to our shareholders. Historically, and a practice we intend to continue, our principal cash expenditure is the payment of dividends on our common stock, if as and when declared by our Board of Directors. Dividends were paid to our shareholders in the aggregate amount of $5.4 million and $4.6 million for the three months ended March 31, 2026 and 2025, respectively. All dividends declared and distributed by us will be in compliance with applicable state corporate law and regulatory requirements.

Off-Balance Sheet Arrangements

We are, from time to time, a party to certain off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that may be material to investors.

Our off-balance sheet arrangements are limited to standby letters of credit whereby the Bank guarantees the obligations or performance of certain customers. These letters of credit are sometimes issued in support of third-party debt. The risk involved in issuing standby letters of credit is essentially the same as the credit risk involved in extending loan facilities to customers, and such letters of credit are subject to the same origination, portfolio maintenance and management procedures in effect to monitor other credit products. The amount of collateral obtained, if deemed necessary by the Bank upon issuance of a standby letter of credit, is based upon management's credit evaluation of the customer.

Our off-balance sheet arrangements have not changed materially since previously reported in our Form 10-K.

IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

Please refer to Note 1 – “Basis of Presentation - Recent Accounting Pronouncements” of the Consolidated Financial Statements in this Form 10-Q and Note 1 - “Summary of Significant Accounting Policies” of the Consolidated Financial Statements to our Form 10-K.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our Consolidated Financial Statements were prepared in accordance with GAAP and follow general practices within the industries in which we operate. The most significant accounting policies we follow are presented in Note 1—“Summary of Significant Accounting Policies” of the Consolidated Financial Statements to our Form 10-K. Application of these principles requires us to make estimates, assumptions, and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Most accounting policies are not considered by management to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical in the preparation of the Consolidated Financial Statements. These factors include among other things, whether the policy requires management to make difficult, subjective, and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. The accounting policies which we believe to be most critical in preparing our Consolidated Financial Statements are presented in the section titled “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” included in our Form 10-K. There have been no significant changes in our application of critical accounting policies and estimates since December 31, 2025. Refer to Note 1 – “Basis of Presentation - Recent Accounting Pronouncements” of the consolidated financial statements for discussion of accounting pronouncements issued but yet to be adopted and implemented.

SELECTED FINANCIAL DATA

The following summary data is based in part on the unaudited consolidated financial statements and accompanying notes and other information appearing elsewhere in this Form 10-Q or prior SEC filings.

Line itemThree Months EndedMarch 31, 2026Three Months EndedMarch 31, 2025
PER SHARE DATA
Net earnings, diluted$0.81$0.66
Adjusted earnings, diluted(1)0.880.68
Total book value32.1330.51
Tangible book value per share(1)22.7122.47
Market price at period end32.4529.50
Dividends0.320.30
PERFORMANCE RATIOS(2)
Return on assets1.18%1.02%
Adjusted return on assets(1)1.281.04
Pre-tax, pre-provision return on assets1.521.32
Adjusted pre-tax, pre-provision return on assets (1)1.651.35
Return on equity10.138.88
Adjusted return on equity(1)11.039.09
Return on tangible equity14.7712.27
Adjusted return on tangible equity(1)16.0312.57
Net interest margin, fully taxable equivalent(1) (3)3.543.17
Efficiency ratio(1)56.9262.00
FINANCIAL DATA (In millions)
Total assets$4,676$4,063
Total earning assets(4)4,2973,761
Total available-for-sale debt securities598514
Total loans3,5853,124
Total allowance for credit losses3430
Total goodwill and intangible assets158123
Total deposits3,8683,297
Total shareholders' equity538466
Net income1410
Adjusted income(1)1510
ASSET QUALITY AND CONDITION RATIOS
Net charge-offs (recoveries)(5)/average loans0.01%
Allowance for credit losses/total loans0.960.92
Loans/deposits9395
Shareholders' equity to total assets11.5011.50
Tangible shareholders' equity to total tangible assets(1)8.428.73

(1) Non-GAAP financial measure. Refer to the Reconciliation of Non-GAAP Financial Measures section of the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in this Form 10-Q for additional information.

(2) All performance ratios are annualized and are based on average balance sheet amounts, where applicable.

(3) Fully taxable equivalent considers the impact of tax-advantaged investment securities and loans.

(4) Earning assets includes non-accruing loans and interest-bearing deposit with other banks. Securities are valued at amortized cost.

(5) Current quarter annualized.

CONSOLIDATED LOAN AND DEPOSIT ANALYSIS (UNAUDITED)

The following tables present the quarterly trend in loans by collateral type and deposits and accompanying growth rates as of March 31, 2026 on an annualized basis:

LOAN ANALYSIS

(in thousands, except ratios)Mar 31, 2026Dec 31, 2025Sept 30, 2025Acquired WGSBBalances (1)Jun 30, 2025Mar 31, 2025Annualized · Growth % · Quarterto Date
Commercial real estate$1,968,403$1,998,603$1,942,659$117,832$1,767,206$1,762,132(6)%
Commercial and industrial417,657393,851405,75925,651400,908370,68324
Total commercial loans2,386,0602,392,4542,348,418143,4832,168,1142,132,815(1)
Residential real estate993,6361,001,7691,025,266248,484796,184807,514(3)
Consumer127,681128,029126,34516,215111,036105,404(1)
Tax exempt and other77,87183,60783,6875,22677,33078,507(27)
Total loans$3,585,248$3,605,859$3,583,716$413,408$3,152,664$3,124,240(2)%

DEPOSIT ANALYSIS

(in thousands, except ratios)Mar 31, 2026Dec 31, 2025Sept 30, 2025Acquired WGSBBalances (1)Jun 30, 2025Mar 31, 2025Annualized · Growth % · Quarterto Date
Non-interest bearing demand$651,282$670,786$692,780$89,274$552,074$547,401(12)%
Interest-bearing demand1,152,8881,137,7301,137,362185,802931,854930,0315
Savings649,302635,329647,428104,792542,579551,2809
Money market493,432464,843488,63352,470370,709405,32625
Total non-maturity deposits2,946,9042,908,6882,966,203432,3382,397,2162,434,0385
Time920,811912,594981,99398,951894,772862,7734
Total deposits$3,867,715$3,821,282$3,948,196$531,289$3,291,988$3,296,8115%

AVERAGE BALANCES AND AVERAGE YIELDS/RATES (UNAUDITED)

The following tables present average balances and average yields and rates on an annualized fully taxable equivalent basis for the periods included:

(in thousands, except ratios)Three Months Ended March 31, 2026 · AverageBalanceThree Months Ended March 31, 2026Interest(3)Three Months Ended March 31, 2026 · Yield/Rate(3)Three Months Ended March 31, 2025 · AverageBalanceThree Months Ended March 31, 2025Interest(3)Three Months Ended March 31, 2025 · Yield/Rate(3)
Assets
Interest-earning deposits with other banks$24,230$2333.90%$27,999$3144.55%
Available-for-sale debt securities643,6476,4344.05587,8785,5073.80
FHLB stock11,0621555.6811,6231374.78
Loans:
Commercial real estate2,001,85128,0425.681,759,32124,2035.58
Commercial and industrial486,2957,3476.13469,3317,5986.57
Residential998,86211,4204.64820,8378,5394.22
Consumer127,6932,1736.90104,4131,8097.03
Total loans (1)3,614,70148,9825.503,153,90242,1495.42
Total earning assets4,293,64055,8045.27%3,781,40248,1075.16%
Cash and due from banks36,27829,972
Allowance for credit losses(34,195)(29,143)
Goodwill and other intangible assets157,921123,295
Other assets215,852171,477
Total assets$4,669,496$4,077,003
Liabilities
Interest-bearing demand$1,121,021$3,5891.30%$916,129$3,1781.41%
Savings642,7178930.56547,6729550.71
Money market469,4962,6452.28401,2682,7372.77
Time922,1807,7623.41853,1058,6424.11
Total interest bearing deposits3,155,41414,8891.912,718,17415,5122.31
Borrowings251,9853,4895.62265,7803,0194.61
Total interest bearing liabilities3,407,39918,3782.19%2,983,95418,5312.52%
Non-interest bearing demand deposits659,506560,310
Other liabilities60,81466,589
Total liabilities4,127,7193,610,853
Total shareholders' equity541,777466,150
Total liabilities and shareholders' equity$4,669,496$4,077,003
Net interest spread3.08%2.64%
Net interest margin3.543.17

(1) The average balances of loans include non-accrual loans and unamortized deferred fees and costs.

(2) The average balance for securities available for sale is based on amortized cost.

(3) Fully taxable equivalent considers the impact of tax-advantaged securities and loans.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED)

The following reconciliation table provides a more detailed analysis of these, and reconciliation for, each of non-GAAP financial measures:

(in thousands)CalculationsThree Months Ended March 31, 2026Three Months Ended March 31, 2025
Net income(R)$13,537$10,211
Non-recurring items:
Gain on sale of premises and equipment, net13490
Acquisition, conversion and other expenses1,455239
Income tax expense (1)(392)(80)
Total non-recurring items1,197249
Total adjusted income(2)(A)$14,734$10,460
Net interest income(B)$36,872$29,007
Plus: Non-interest income10,4148,918
Total Revenue47,28637,925
Loss (gain) on available-for-sale debt securities
Total adjusted revenue(2)(C)$47,286$37,925
Total non-interest expense$29,827$24,651
Non-recurring expenses:
Gain on sale of premises and equipment, net(134)(90)
Acquisition, conversion and other expenses(1,455)(239)
Total non-recurring expenses(1,589)(329)
Adjusted non-interest expense(2)(D)$28,238$24,322
Total revenue47,28637,925
Total non-interest expense29,82724,651
Pre-tax, pre-provision net revenue(2)(S)$17,459$13,274
Adjusted revenue(2)47,28637,925
Adjusted non-interest expense(2)28,23824,322
Adjusted pre-tax, pre-provision net revenue(2)(U)$19,048$13,603
(in millions)
Average earning assets(E)$4,294$3,781
Average assets(F)4,6694,077
Average shareholders' equity(G)542466
Average tangible shareholders' equity(2)(3)(H)384343
Tangible shareholders' equity, period-end(2)(3)(I)380343
Tangible assets, period-end(2)(3)(J)4,5193,940

Line itemCalculationsThree Months Ended March 31, 2026Three Months Ended March 31, 2025
(in thousands)
Common shares outstanding, period-end(K)16,74215,317
Average diluted shares outstanding(L)16,80415,393
Adjusted earnings per share, diluted(2)(A/L)$0.88$0.68
Tangible book value per share, period-end(2)(I/K)22.7122.47
Total tangible shareholders' equity/total tangible assets(2)(I/J)8.428.73
Performance ratios(4)
Return on assets1.18%1.02%
Adjusted return on assets(2)(A/F)1.281.04
Pre-tax, pre-provision return on assets(2)(S/F)1.521.32
Adjusted pre-tax, pre-provision return on assets(2)(U/F)1.651.35
Return on equity10.138.88
Adjusted return on equity(2)(A/G)11.039.09
Return on tangible equity (1) (2)(R+Q)/H14.7712.27
Adjusted return on tangible equity(1)(2)(A+Q)/H16.0312.57
Efficiency ratio(1)(2)(5)(D-O-Q)/(C+N)56.9262.00
Net interest margin, fully taxable equivalent(2)(B+P)/E3.543.17
Supplementary data (in thousands)
Taxable equivalent adjustment for efficiency ratio(N)$1,044$717
Franchise taxes included in non-interest expense(O)146131
Tax equivalent adjustment for net interest margin(P)554568
Intangible amortization(Q)582233

(1) Assumes a marginal tax rate of 24.65% in the first quarter of 2026 and 24.26% in the first quarter of 2025.

(2) Non-GAAP financial measure.

(3) Tangible shareholders' equity is computed by taking total shareholders' equity less the intangible assets at period-end. Tangible assets is computed by taking total assets less the intangible assets at period-end.

(4) All performance ratios are based on average balance sheet amounts, where applicable.

(5) Efficiency ratio is computed by dividing adjusted non-interest expense net of franchise taxes and intangible amortization divided by adjusted revenue on a fully taxable equivalent basis.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Market risk is the risk of loss in a financial instrument arising from adverse changes in market rates/prices, such as interest rates, foreign currency exchange rates, commodity prices and equity prices. The most significant market risk that affects us is interest rate risk. Other types of market risk do not arise in the normal course of our business activities.

The responsibility for interest rate risk management oversight is the function of the Bank’s Asset and Liability Committee, or ALCO, chaired by the Bank’s Chief Financial Officer and composed of various members of the Bank’s senior management. ALCO meets regularly to review balance sheet structure, formulate strategies in light of current and expected economic conditions, adjust product prices as necessary, implement policy, monitor liquidity, and review performance against guidelines established to control exposure to the various types of inherent risk.

Interest Rate Risk

Interest rate risk can be defined as an exposure to movement in interest rates that could have an adverse impact on the Bank's net interest income. Interest rate risk arises from the imbalance in the re-pricing, maturity and/or cash flow characteristics of assets and liabilities. Management’s objectives are to measure, monitor and develop strategies in response to the interest rate risk profile inherent in the Bank’s balance sheet. The objectives in managing the Bank's balance sheet are to preserve the sensitivity of net interest income to actual or potential changes in interest rates, and to enhance profitability through strategies that promote sufficient reward for understood and controlled risk.

The Bank’s interest rate risk measurement and management techniques incorporate the re-pricing and cash flow attributes of balance sheet and off-balance sheet instruments as each relate to current and potential changes in interest rates. The level of interest rate risk, measured in terms of the potential future effect on net interest income, is determined through the use of modeling and other techniques under multiple interest rate scenarios. Interest rate risk is evaluated in depth on a quarterly basis and reviewed by ALCO and the Bank’s Board of Directors.

The Bank's Asset Liability Management Policy, approved annually by the Bank’s Board of Directors, establishes interest rate risk limits in terms of variability of net interest income under rising, flat, and decreasing rate scenarios. It is the role of the ALCO to evaluate the overall risk profile and to determine actions to maintain and achieve a posture consistent with policy guidelines.

Interest Rate Sensitivity Modeling:

The Bank utilizes an interest rate risk model widely recognized in the financial industry to monitor and measure interest rate risk. The model simulates the behavior of interest income and expense for all balance sheet and off-balance sheet instruments, under different interest rate scenarios together with a dynamic future balance sheet. Interest rate risk is measured in terms of potential changes in net interest income based upon shifts in the yield curve.

The interest rate risk sensitivity model requires that assets and liabilities be broken down into components as to fixed, variable, and adjustable interest rates, as well as other homogeneous groupings, which are segregated as to maturity and type of instrument. The model includes assumptions about how the balance sheet is likely to evolve through time and in different interest rate environments. The model uses contractual re-pricing dates for variable products, contractual maturities for fixed rate products, and product-specific assumptions for deposit accounts, such as money market accounts, that are subject to re-pricing based on current market conditions. Re-pricing margins are also determined for adjustable-rate assets and incorporated in the model. Investment securities and borrowings with option provisions are examined on an individual basis in each rate environment to estimate the likelihood of exercise. Prepayment assumptions for mortgage loans are calibrated using specific Bank experience while mortgage-backed securities are developed from industry standard models of prepayment speeds, based upon similar coupon ranges and degree of seasoning. Cash flows and maturities are then determined, and for certain assets, prepayment assumptions are estimated under different interest rate scenarios. Interest income and interest expense are then simulated under several hypothetical interest rate conditions.

The simulation models a parallel and pro rata shift in rates over a 12-month period. Using this approach, we are able to produce simulation results that illustrate the effect that both a gradual “rate ramp” and a “rate shock” have on earnings expectations. Our net interest income sensitivity analysis reflects changes to net interest income assuming no balance sheet

growth and a parallel shift in interest rates. All rate changes were “ramped” over the first 12-month period and then maintained at those levels over the remainder of the simulation horizon. Changes in net interest income based upon these simulations are measured against the flat interest rate scenario.

As of March 31, 2026, interest rate sensitivity modeling results indicate that the Bank’s balance sheet was asset sensitive over the one- and two-year horizons.

The following table presents the changes in sensitivities on net interest income for the periods ended March 31, 2026 and 2025:

Change in Interest Rates-Basis Points (Rate Ramp)1 - 12 Months13 - 24 Months
(in thousands, except ratios)$ Change% Change$ Change% Change
At March 31, 2026
-200$(8,991)(5.5)%$(21,936)(12.8)%
-100(4,791)(2.9)(10,759)(6.3)
+1004,9713.09,9105.8
+2009,3755.719,18711.2
At March 31, 2025
-200$(7,070)(5.6)%$(16,840)(12.2)%
-100(3,827)(3.0)(8,265)(6.0)
+1002,7362.26,4054.6
+2005,3754.312,3649.0

Assuming short-term and long-term interest rates decline 200 basis points from current levels (i.e., a parallel yield curve shift) over the next twelve months and the Bank’s balance sheet structure and size remain at current levels, management believes net interest income will deteriorate over the one-year horizon while deteriorating further from that level over the two-year horizon.

Assuming short-term and long-term interest rates increase 200 basis points from current levels (i.e., a parallel yield curve shift) over the next twelve months and the Bank’s balance sheet structure and size remain at current levels, management believes net interest income will improve over the one-year horizon while improving further from that level over the two-year horizon.

As compared to March 31, 2025, asset sensitivity in year one is higher in up rate scenarios but slightly lower in down rate scenarios, while in year two, sensitives are higher in both up and down rate scenarios.

The preceding sensitivity analysis does not represent a forecast and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions including: the nature and timing of interest rate levels and yield curve shape, prepayment speeds on loans and securities, deposit rates, pricing decisions on loans and deposits, reinvestment or replacement of asset and liability cash flows, and renegotiated loan terms with borrowers. While assumptions are developed based upon current economic and local market conditions, we cannot make any assurances as to the predictive nature of these assumptions including how customer preferences or competitor influences might change.

As market conditions vary from those assumed in the sensitivity analysis, actual results may also differ due to: prepayment and refinancing levels deviating from those assumed; the impact of interest rate changes, caps or floors on adjustable-rate assets; the potential effect of changing debt service levels on customers with adjustable-rate loans; depositor early withdrawals and product preference changes; and other such variables. The sensitivity analysis also does not reflect additional actions that the Bank’s Senior Executive Team and Board of Directors might take in responding to or anticipating changes in interest rates, and the anticipated impact on the Bank’s net interest income.

ITEM 4. CONTROLS AND PROCEDURES

(a) Disclosure controls and procedures.

Under the supervision and with the participation of our senior management, consisting of our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Form 10-Q. Based on this evaluation, our management, including our principal executive officer and principal financial officer, concluded that as of March 31, 2026, our disclosure controls and procedures were effective to ensure that information required to be disclosed by the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by using our Exchange Act reports is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

(b) Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We and our subsidiaries are parties to certain ordinary routine litigation incidental to the normal conduct of their respective businesses. Although the Company is not able to predict the outcome of such actions, at this time, in the opinion of management, the likelihood is remote that the impact of such proceedings, either individually or in the aggregate, would have a material adverse effect on the Company’s consolidated financial position as a whole. However, one or more unfavorable outcomes in any claim or litigation against us could have a material adverse effect for the period in which they are resolved. In addition, regardless of their merits or their ultimate outcomes, such matters are costly, divert management’s attention and may materially adversely affect our reputation, even if resolved in our favor.

ITEM 1A. RISK FACTORS

There were no material changes to the risk factors discussed in Part I, Item 1A. “Risk Factors” of our Form 10-K.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the quarter ended March 31, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as such terms are defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

| | |

31.1* Certification of Chief Executive Officer under Rule 13a-14(a)/15d-14(a) 31.2* Certification of Chief Financial Officer under Rule 13a-14(a)/15d-14(a) 32.1** Certification of Chief Executive Officer under 18 U.S.C. Sec. 1350 32.2** Certification of Chief Financial Officer under 18 U.S.C. Sec. 1350 101* The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 is formatted in Inline Extensible Business Reporting Language (iXBRL): (i) Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Changes in Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) Condensed Notes to the Consolidated Financial Statements (104) Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith

**Furnished herewith

​ ​ ​

BAR HARBOR BANKSHARES

​ ​

​ ​ ​

Dated: May 5, 2026 By: /s/ Curtis C. Simard

​ ​ Curtis C. Simard

​ ​ President & Chief Executive Officer (Principal Executive Officer)

​ ​

​ ​

Dated: May 5, 2026 ​ /s/ Josephine Iannelli

​ ​ Josephine Iannelli

​ ​ Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)

67