Q - CASS INFORMATION SYSTEMS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 -Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Certain amounts in prior-period financial statements have been reclassified to conform to the current period’s presentation. Such reclassifications have no effect on previously reported net income or shareholders’ equity. For further information, refer to the audited consolidated financial statements and related footnotes included in Cass Information System, Inc.’s (the “Company” or “Cass”) Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Form 10-K").

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

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

The Company has applied discontinued operations accounting in accordance with Accounting Standards Codification, or ASC, Topic 205-20, “Presentation of Financial Statements – Discontinued Operations,” to the assets and liabilities being sold related to the Company's TEM Business Unit as of June 30, 2025 and December 31, 2024, and for the three and six months ended June 30, 2025, and 2024, as applicable. The sale of the TEM Business Unit represents a strategic shift due to the Company completely exiting both the telecom expense management and managed mobility solutions businesses. The Company did not allocate any consolidated interest that is not directly attributable to or related to discontinued operations. All financial information in the consolidated financial statements and notes to the consolidated financial statements is reported on a continuing operations basis, unless otherwise noted. The TEM Business Unit is included in the Information Services operating segment.

The carrying amount of major classes of assets and liabilities included as part of discontinued operations at June 30, 2025, and December 31, 2024 were as follows:

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Income from discontinued operations, net of tax, for the three and six months ended June 30, 2025, and 2024 are as follows:

Note 3 –Intangible Assets

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

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

The customer lists are amortized over 5 to 10 years; software over 3 to 7 years; the trade names over 10 to 20 years; and other intangible assets over 15 years. Amortization of intangible assets amounted to $293,000 and $586,000 for the three and six months ended June 30, 2025, respectively. Amortization of intangible assets amounted to $173,000 and $346,000

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Note 4 –Earnings Per Share

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

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

Note 5 –Stock Repurchases

The Company maintains a treasury stock buyback program pursuant to which, in October 2023, the Board of Directors authorized the repurchase of up to 500,000 shares of the Company’s common stock with no expiration date. As of June 30, 2025, the Company had 62,203 shares remaining available for repurchase under the program. On July 15, 2025, the Board of Directors authorized the repurchase of up to 500,000 shares of the Company's common stock with no expiration date. This authorization replaces the October 2023 authorization, and as such, the Company has 500,000 shares available for repurchase effective with the July 15, 2025 authorization. The Company repurchased 140,269 and 256,378 shares during the three and six months ended June 30, 2025, respectively and 0 and 23,271 shares during the three and six months ended June 30, 2024, respectively. Repurchases may be made in the open market or through negotiated transactions from time to time depending on market conditions.

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Note 6 –Industry Segment Information

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

The Information Services segment provides transportation, energy, telecommunication, and environmental invoice processing and payment services to large corporations. In addition, this segment provides church management software and on-line generosity services primarily for faith-based ministries. As discussed in Note 2 to the consolidated financial statements, the Company applied discontinued operations accounting to the assets and liabilities being sold related to the TEM Business Unit as of and for the three and six months ended June 30, 2025 and 2024, as applicable. The TEM Business Unit is included in the Information Services operating segment. The Banking Services segment provides banking services primarily to privately held businesses, franchise restaurants and faith-based ministries, as well as supporting the banking needs of the Information Services segment.

The Company’s accounting policies for segments are the same as those described in the summary of significant accounting policies in the Company’s 2024 Form 10-K. Management and the chief operating decision maker evaluates segment performance based on pre-tax income after allocations for corporate expenses. Transactions between segments are accounted for at what management believes to be fair value.

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

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

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

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

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

Note 7 –Loans by Type

A summary of loans is as follows:

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The following table presents the aging of loans past due by category at June 30, 2025 and December 31, 2024:

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The following table presents the credit exposure of the loan portfolio by internally assigned credit grade as of June 30, 2025 and December 31, 2024:

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

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

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Loan modifications to borrowers experiencing financial difficulty may be in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, a term extension, or a combination thereof, among other things.

The following table shows the amortized cost of loans that were both experiencing financial difficulty and modified during the six months ended June 30, 2025, segregated by category and type of modification.

There were two loans modified during the six months ended June 30, 2025. There were no loans modified during the six months ended June 30, 2024. Both loans modified during the six months ended June 30, 2025 were due to term extensions coupled with an interest rate increase.

The following table shows the payment status of loans that have been modified to borrowers experiencing financial difficulty in the last twelve months:

At June 30, 2025, the Company had no commitments to lend additional funds to borrowers experiencing financial difficulty for which the Company modified the terms of the loans in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension during the current period.

There were no modified loans that had a payment default during the six months ended June 30, 2025 that had been modified due to the borrower experiencing financial difficulty within the 12 previous months preceding the default.

Upon the Company's determination that a modified loan has subsequently been deemed uncollectible, the loan is written off. There were no loans written off during the six months ended June 30, 2025.

At June 30, 2025, the Company had two non-accrual loans totaling $3.4 million that had an allowance for credit losses specifically allocated to them of $160,000 based on an evaluation of expected credit losses. There were no non-accrual loans at December 31, 2024. The Company did not record any interest income on non-accrual loans during the three and six months ended June 30, 2025 or June 30, 2024.

There were no foreclosed loans recorded as other real estate owned as of June 30, 2025 or December 31, 2024.

A summary of the activity in the allowance for credit losses (“ACL”) by category for the six months ended June 30, 2025 and year-ended December 31, 2024 is as follows:

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Note 8 –Commitments and Contingencies

In the normal course of business, the Company is party to activities that contain credit, market and operational risks that are not reflected in whole or in part in the Company’s consolidated financial statements. As more fully described in the Form 10-K, such activities include traditional off-balance sheet credit-related financial instruments. These financial instruments include commitments to extend credit, commercial letters of credit and standby letters of credit. The Company’s maximum potential exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, commercial letters of credit and standby letters of credit is represented by the contractual amounts of those instruments. Commitments to extend credit and letters of credit are subject to the same underwriting standards as those financial instruments included on the consolidated balance sheets. An allowance for unfunded commitments of $302,000 and $273,000 had been recorded at June 30, 2025 and December 31, 2024, respectively.

At June 30, 2025, the balances of unfunded commitments, standby and commercial letters of credit were $172.5 million, $12.4 million, and $1.4 million, respectively. Since some of the financial instruments may expire without being drawn upon, the total amounts do not necessarily represent future cash requirements.

On March 19, 2024, the Company filed a claim against Rubicon Technologies, Inc. ("Rubicon") for failed reimbursement of invoices that were processed and paid by the Company on Rubicon's behalf and unpaid fees for Company services that were due for invoice management services and bill pay services, together with interest and penalties related to the foregoing amounts. On April 22, 2024, Rubicon filed a counterclaim against the Company for failure to perform its obligations under the Master Services Agreement between the Company and Rubicon. The Company recorded a write-off to bad debt expense of $7.8 million for the year ended December 31, 2024 related to this matter.

On March 28, 2025, the Company and Rubicon, in order to fully resolve the above matters, signed a Settlement Agreement and Mutual Release whereby Rubicon made an initial payment to the Company of $2.0 million. The Company recorded a bad debt recovery of $2.0 million in the consolidated statement of income for the six months ended June 30, 2025 upon receipt of the initial payment of $2.0 million. Rubicon also agreed to a fully amortizing, interest-bearing Promissory Note of $5.0 million, with annual payments, maturing July 1, 2029.

Note 9 –Share-Based Compensation

On February 16, 2023, the Board of Directors adopted the 2023 Omnibus Stock and Performance Compensation Plan (the "2023 Omnibus Plan"), which was approved by the Company's shareholders on April 18, 2023. The 2023 Omnibus Plan permits the issuance of up to 1.0 million shares of the Company’s common stock in the form of stock options, SARs, restricted stock, restricted stock units, phantom stock, and performance awards. During the six months ended June 30, 2025,63,804 time-based restricted shares and 56,339 performance-based restricted shares were granted under the 2023 Omnibus Plan. Share-based compensation expense was $918,000 and $2.2 million for the three and six months ended June 30, 2025, respectively, and $450,000 and $1.6 million for the three and six months ended June 30, 2024, respectively.

Restricted Stock

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

As of June 30, 2025, the total unrecognized compensation expense related to non-vested restricted shares was $2.8 million, and the related weighted-average period over which it is expected to be recognized is approximately 0.71 years.

Following is a summary of the activity of the Company's restricted stock for the six months ended June 30, 2025, with total shares and weighted-average fair value:

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Performance-Based Restricted Stock

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

Following is a summary of the activity of the PBRS for the six months ended June 30, 2025, based on 100% of target value:

The PBRS that vested during the six months ended June 30, 2025 were based on the Company's achievement of 99.1% of target financial goals for the 2022-2024 performance period, resulting in the issuance of 55,348 shares of common stock. The outstanding PBRS at June 30, 2025 will vest at scheduled vesting dates and the actual number of shares of common stock issued will range from 0% to 150% of the target opportunity based on the actual achievement of financial goals for the respective three-year performance period.

Note 10 –Defined Pension Plans

The Company had a noncontributory defined-benefit pension plan (the “Plan”), which covered eligible employees that was terminated in 2024. The Company recordedno net periodic pension cost for the three and six months ended June 30, 2025, and $191,000 and $386,000 for the three and six months ended June 30, 2024, respectively related to the Plan.

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

SERP cost recorded to expense was $112,000 and $225,000 for the three and six month periods ended June 30, 2025, June 30, 2024, respectively.

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Note 11 –Income Taxes

The effective tax rate for continuing operations was 17.8% and 20.1% for the three and six months ended June 30, 2025, respectively and was 22.6% and 21.4% for the three and six months ended June 30, 2024, respectively. The effective tax rate can differ from the statutory rate of 21% primarily due to the impact of state income taxes, the tax-exempt interest received from municipal bonds and bank-owned life insurance, and other factors.

Note 12 – Investment Securities

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

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

There were 219 investment securities, or 81.4% (187 of which for greater than 12 months), in an unrealized loss position as of June 30, 2025. The unrealized losses at June 30, 2025 were primarily attributable to changes in market interest rates after the investment securities were purchased. The Company does not currently intend to sell, and based on current conditions, the Company does not believe it will be required to sell these available-for-sale investment securities before the recovery of the amortized cost basis, which may be the maturity dates of the investment securities. Therefore, the unrealized losses are recorded in accumulated other comprehensive loss. There were 241 investment securities, or 96.0% (215 of which for greater than 12 months), in an unrealized loss position as of December 31, 2024. At June 30, 2025 and December 31, 2024, the Company had not recorded an allowance for credit losses on investment securities.

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

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Proceeds from sales of investment securities classified as available-for-sale were $30.1 million and $53.1 million for the three and six months ended June 30, 2025, and were $25.0 million for both the three and six months ended June 30, 2024, respectively. Gross realized losses were $3.6 million for both the three and six months ended June 30, 2025 and $13,000 for both the three and six months ended June 30, 2024, respectively. There wereno gross realized gains for the three and six months ended June 30, 2025, and 2024, respectively. There were no investment securities pledged to secure public deposits or for other purposes at June 30, 2025.

Note 13 –Fair Value of Financial Instruments

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

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

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

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

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

Accrued Interest Receivable- The carrying amount approximates fair value.

Deposits- The fair value of demand deposits, savings deposits and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities and therefore, is a Level 2 valuation. The fair value estimates above do

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

Accrued Interest Payable- The carrying amount approximates fair value.

Note 14 –Revenue from Contracts with Customers

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

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

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

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

The following table presents non-interest income, segregated by revenue streams in-scope and out-of-scope for the periods ended June 30, 2025 and 2024.

Note 15 – Leases

The Company leases certain premises under operating leases. As of June 30, 2025, the Company had lease liabilities of $4.9 million and right-of-use assets of $4.7 million. Lease liabilities and right-of-use assets are reflected inother liabilities andother assets, respectively. Presented within occupancy expense on the Consolidated Statements of Income for the three and six months ended June 30, 2025, operating lease cost was $214,000 and $428,000, short-term lease cost was $52,000 and $106,000, and there wasno variable lease cost. At June 30, 2025, the weighted-average remaining lease term for the operating leases was 6.6 years and the weighted-average discount rate used in the measurement of operating lease liabilities was 2.75%. Certain of the Company’s leases contain options to renew the lease; however, these renewal options are not included in the calculation of the lease liabilities as they are not reasonably certain to be exercised. See the Company’s 2024 Form 10-K for information regarding these commitments.

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A maturity analysis of operating lease liabilities and undiscounted cash flows as of June 30, 2025 is as follows:

There were no sale and leaseback transactions, leveraged leases, or lease transactions with related parties during the six months ended June 30, 2025.

Note 16 – Subsequent Events

In accordance with FASB ASC 855, Subsequent Events, the Company has evaluated subsequent events after the consolidated balance sheet date of June 30, 2025. There were no other events identified that would require additional disclosures to prevent the Company’s unaudited consolidated financial statements from being misleading.

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