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CITY HOLDING CO

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 5, 2026

CHCO$141.49-0.4%Stored close · as of Nov 6, 2026

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Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements(Unaudited)

June 30, 2026

Note A -Background and Basis of Presentation

City Holding Company ("City Holding"), a West Virginia corporation headquartered in Charleston, West Virginia, is a registered financial holding company under the Bank Holding Company Act and conducts its principal activities through its wholly-owned subsidiary, City National Bank of West Virginia ("City National"). City National is a retail and consumer-oriented community bank with 95 banking offices in West Virginia (58), Kentucky (21), Virginia (13) and southeastern Ohio (3). City National provides credit, deposit, and wealth and investment management services to its customers in a broad geographical area that includes many rural and small community markets in addition to larger cities including Charleston (WV), Huntington (WV), Martinsburg (WV), Ashland (KY), Lexington (KY), Winchester (VA) and Staunton (VA). In addition to its branch network, City National's delivery channels include automated-teller-machines ("ATMs"), interactive-teller machines ("ITMs"), mobile banking, debit cards, interactive voice response systems, and Internet technology.

The accompanying consolidated financial statements, which are unaudited, include all of the accounts of City Holding and its wholly-owned subsidiaries (collectively, the "Company"). All material intercompany transactions have been eliminated. The consolidated financial statements include all adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations and financial condition for each of the periods presented. Such adjustments are of a normal recurring nature. The results of operations for the six months ended June 30, 2026 are not necessarily indicative of the results of operations that can be expected for the year ending December 31, 2026. The Company’s accounting and reporting policies conform with generally accepted accounting principles for interim financial information, with the instructions to Form 10-Q and Article 9 and 10 of Regulation S-X. Such policies require management to make estimates and develop assumptions that affect the amounts reported in the consolidated financial statements and related footnotes. Actual results could differ from management’s estimates. Certain amounts in the prior period financial statements have been reclassified to conform to the current year presentation. Such reclassifications had no impact on total shareholders’ equity or net income for any period.

The consolidated balance sheet as of December 31, 2025 has been derived from audited financial statements included in the Company’s 2025 Annual Report to Shareholders. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in the 2025 Annual Report of the Company.

Note B -Recent Accounting Pronouncements

Recently Adopted

In July 2025, the FASB issued ASU No. 2025-05, "Measurement of Credit Losses for Accounts Receivable and Contract Assets." The amendment relates to estimating credit losses under CECL for current accounts receivable and current contract assets arising from revenue transactions accounted for under ASC 606, Revenue from Contracts with Customers, including those acquired in a transaction accounted for under ASC 805, Business Combinations. The ASU does not apply to other types of accounts receivable and loans. This ASU became effective for the Company on March 31, 2026. The adoption of ASU No. 2025-05 did not have a material impact on the Company's financial statements as the Company is not currently engaged in a business combination as of June 30, 2026.

In November 2025, the FASB issued ASU No. 2025-08, "Financial Instruments—Credit Losses (Topic 326): Purchased Loans."The amendment simplifies accounting for acquired loans under CECL by expanding use of the gross-up method to a new category of purchased seasoned loans (PSLs). PSLs are acquired loans purchased more than 90 days after origination or acquired in a business combination. For PSLs, an allowance for credit loss is to be recorded at acquisition with an equal increase to amortized cost and remove credit loss expense on acquisition date. The ASU does not apply to credit cards, Topic 606 trade receivables, and debt securities. The Company elected to early adopt ASU as of December 31, 2025. The adoption of ASU No. 2025-08 did not have a material impact to the Company's financial statements as the Company is not currently engaged in a business combination as of June 30, 2026.

Pending Adoption

In November 2024, the FASB issued ASU No. 2024-03, "Expense Disaggregation Disclosures (Topic 230): Disaggregation of Income Statement Expenses." The amendment requires disclosure of disaggregated information about specific expense categories underlying certain income statement expense line items. In January 2025, the FASB issued ASU

No. 2025-01 to further clarify the guidance noted in ASU No. 2024-03 will become effective for the Company on December 31, 2027. The adoption of ASU No. 2024-03 is not expected to have a material impact on the Company's financial statements.

In November 2025, the FASB issued ASU No. 2025-09, "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements."The amendment addresses certain aspects of the hedge accounting guidance in ASC 815 to more closely align hedge accounting with the economics of an entity’s risk management activities. This ASU will become effective for the Company on March 31, 2027. The adoption of ASU No. 2025-09 is not expected to have a material impact on the Company's financial statements.

In December 2025, the FASB issued ASU No. 2025-11, "Interim Reporting (Topic 270): Narrow Scope Improvements."The amendment clarifies GAAP interim reporting guidance and formalizes a comprehensive list of required interim disclosures. This ASU will become effective for the Company on March 31, 2028. The adoption of ASU No. 2025-11 is not expected to have a material impact on the Company's financial statements.

In December 2025, the FASB issued ASU No. 2025-12, "Codification Improvements."The amendment provides technical corrections and clarifications across the codification to address unintended application, outdated references, and minor inconsistencies. This ASU will become effective for the Company on March 31, 2027. The adoption of ASU No. 2025-12 is not expected to have a material impact on the Company's financial statements.

Note C - Reportable Segment

The Company conducts its business activities through community banking. Community banking revolves around serving the community and customers where the bank has branches and offices. Community banking consists of lending, depository, and trust relationships.

The Company’schief executive officer is in charge of allocating the Company’s resources and assessing the Company's performance, and as such, has been identified as the chief operating decision maker. The chief operating decision maker regularly reviews a multitude of reports that have a varying level of combined detail on products offered, however, all of the information and activity reviewed fall under the definition of community banking.

Based on the business activities and information reviewed by the chief operating decision maker, the Company hasone reportable segment — Community Banking.

The accounting policies of the community banking segment are the same as those for the Company described in Note A. In accordance with ASC Topic 280, the Company has concluded that consolidated net income is the measure of segment profit or loss that is required to be reported because it is the measure determined in accordance with measurement principles that are most consistent with US GAAP. As the Company only hasone reportable segment, total segment net income and total segment assets are equivalent to the results disclosed in the accompanying Consolidated Statements of Income (reported as "Income Available to Common Shareholders") and Consolidated Balance Sheets (reported as "Total Assets"), respectively.

Note D -Investments

The aggregate carrying and approximate fair values of investment securities follow (in thousands). Fair values are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable financial instruments.

June 30, 2026 · December 31, 2025
Amortized Cost · Gross Unrealized Gains · Gross Unrealized Losses · Estimated Fair Value · Amortized Cost · Gross Unrealized Gains · Gross Unrealized Losses · Estimated Fair Value
Securities available-for-sale:
Obligations of states and
political subdivisions$185,915$905$9,486$177,334$189,276$538$10,090$179,724
Mortgage-backed securities:
U.S. government agencies1,371,0952,39599,8941,273,5961,387,0577,83697,1041,297,789
Private label5,055—724,9835,068—365,032
Trust preferred securities4,616—784,5384,612—1884,424
Corporate securities16,63020355916,27416,70817249116,389
Total Securities Available-for-Sale$1,583,311$3,503$110,089$1,476,725$1,602,721$8,546$107,909$1,503,358

The Company's other investment securities include marketable equity securities and non-marketable equity securities held for investment. At June 30, 2026 and December 31, 2025, the Company held $5.6 million in marketable equity securities. Changes in the fair value of the marketable equity securities are recorded in "unrealized losses recognized on equity securities still held, net" in the Consolidated Statements of Income. The Company's non-marketable securities consist of securities with limited marketability, such as stock in the Federal Reserve Bank ("FRB") or the Federal Home Loan Bank ("FHLB"). At June 30, 2026 and December 31, 2025, the Company held $24.2 million and $23.9 million, respectively, in non-marketable equity securities. These securities are carried at cost due to the restrictions placed on their transferability.

The majority of the Company's investment securities are mortgage-backed. These securities are collateralized by both residential and commercial properties. The mortgage-backed securities in which the Company has invested are predominantly issued by government-sponsored agencies such as Fannie Mae, Freddie Mac, and Ginnie Mae. At June 30, 2026 and December 31, 2025, there wereno securities of any non-governmental issuer whose aggregate carrying value or estimated fair value exceeded 10% of shareholders' equity.

Certain investment securities owned by the Company were in an unrealized loss position (i.e., amortized cost basis exceeded the estimated fair value of the securities) as of June 30, 2026 and December 31, 2025. The following table shows the gross unrealized losses and fair value of the Company’s investments aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):

June 30, 2026
Less Than Twelve Months · Twelve Months or Greater · Total
Estimated Fair Value · Unrealized Loss · Estimated Fair Value · Unrealized Loss · Estimated Fair Value · Unrealized Loss
Securities available-for-sale:
Obligations of states and political subdivisions$5,612$57$122,499$9,429$128,111$9,486
Mortgage-backed securities:
U.S. Government agencies267,5911,870759,46698,0241,027,05799,894
Private label——4,983724,98372
Trust preferred securities——4,538784,53878
Corporate securities——14,39155914,391559
Total available-for-sale$273,203$1,927$905,877$108,162$1,179,080$110,089
December 31, 2025
Less Than Twelve Months · Twelve Months or Greater · Total
Estimated Fair Value · Unrealized Loss · Estimated Fair Value · Unrealized Loss · Estimated Fair Value · Unrealized Loss
Securities available-for-sale:
Obligations of states and political subdivisions$4,746$29$129,347$10,061$134,093$10,090
Mortgage-backed securities:
U.S. Government agencies48,555140803,68696,964852,24197,104
Private label——5,032365,03236
Trust preferred securities4,424188——4,424188
Corporate securities——14,55949114,559491
Total available-for-sale$57,725$357$952,624$107,552$1,010,349$107,909

As of June 30, 2026, management does not intend to sell any impaired security, and it is not more likely than not that it will be required to sell any impaired security before the recovery of its amortized cost basis. The unrealized losses on debt securities are primarily the result of interest rate changes, credit spread fluctuations on agency-issued mortgage-related securities, general financial market uncertainty and market volatility. These conditions should not prohibit the Company from receiving its contractual principal and interest payments on its debt securities. The fair value is expected to recover as the securities approach their maturity date or repricing date. Due to the previously mentioned factors, as of June 30, 2026, management believes the unrealized losses detailed in the table above are temporary and thereforeno allowance for credit losses has been recognized on the Company’s securities. Should the impairment of any of these securities become other-than-temporary, the cost basis of the investment will be reduced and the resulting loss will be recognized in net income in the period the other-than-temporary impairment is identified, while any noncredit loss will be recognized in other comprehensive income.

The amortized cost and estimated fair value of debt securities at June 30, 2026, by contractual maturity, is shown in the following table (in thousands). Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties. Mortgage-backed securities have been allocated to their respective maturity groupings based on their contractual maturity.

Amortized CostEstimated Fair Value
Available-for-Sale Debt Securities
Due in one year or less$11,206$11,152
Due after one year through five years136,577131,964
Due after five years through ten years274,754260,776
Due after ten years1,160,7741,072,833
Total$1,583,311$1,476,725

Proceeds from sales, gross gains and gross losses recognized by the Company from investment security transactions are summarized in the table below (in thousands):

Three months ended June 30,Six months ended June 30,
2026202520262025
Proceeds on sales of available for sale securities$—$14,882$—$14,882
Gross realized gains on available for sale securities sold$—$237$—$237
Gross realized losses on available for sale securities sold—(87)—(87)
Net realized available for sale securities gains (losses)$—$150$—$150
Gross unrealized gains recognized on equity securities still held$109$26$99$62
Gross unrealized losses recognized on equity securities still held(51)(289)(34)(330)
Net unrealized (losses) gains recognized on equity securities still held$58$(263)$65$(268)

The carrying value of securities pledged to secure public deposits and for other purposes as required or permitted by law approximated $713 million and $716 million at June 30, 2026 and December 31, 2025, respectively.

Note E -Loans

The following table summarizes the Company’s major classifications for loans (in thousands):

June 30, 2026December 31, 2025
Commercial and industrial$454,122$453,975
1-4 Family223,301210,232
Hotels396,079398,608
Multi-family231,946237,424
Non Residential Non-Owner Occupied765,358767,580
Non Residential Owner Occupied253,471253,398
Commercial real estate1,870,1551,867,242
Residential real estate1,906,5341,910,060
Home equity231,057224,701
Consumer39,90647,353
Gross loans4,501,7744,503,331
Allowance for credit losses(19,839)(19,329)
Net loans$4,481,935$4,484,002
Construction loans included in:
Commercial real estate$43,363$35,781
Residential real estate11,1449,907

The Company’s commercial and residential real estate construction loans are primarily secured by real estate within the Company’s principal markets. These loans were originated under the Company’s loan policies, which are focused on the risk characteristics of the loan portfolio, including construction loans. In the judgment of the Company's management, adequate consideration has been given to these loans in establishing the Company's allowance for credit losses (see Note F for additional information).

Note F -Allowance for Credit Losses

The following tables summarize the activity in the allowance for credit losses, by portfolio loan classification, for the three and six months ended June 30, 2026 and 2025 (in thousands). The allocation of a portion of the allowance in one portfolio segment does not preclude its availability to absorb losses in other portfolio segments.

Beginning BalanceCharge-offsRecoveriesProvision for (recovery of) credit lossesEnding Balance
Commercial and industrial$3,083$(119)$75$268$3,307
1-4 Family1,426(7)23801,522
Hotels2,009—220(289)1,940
Multi-family1,238——4031,641
Non Residential Non-Owner Occupied3,102—335(567)2,870
Non Residential Owner Occupied1,777(850)1008051,832
Commercial real estate9,552(857)6784329,805
Residential real estate5,909(281)392605,927
Home equity608(108)162(41)621
Consumer177(168)40130179
$19,329$(1,533)$994$1,049$19,839
Beginning BalanceCharge-offsRecoveries(Recovery of) provision for credit lossesEnding Balance
Commercial and industrial$4,541$(30)$52$(1,553)$3,010
1-4 Family1,366—33(9)1,390
Hotels2,355(220)—(1)2,134
Multi-family1,390——281,418
Non Residential Non-Owner Occupied3,001—48813,130
Non Residential Owner Occupied1,725——291,754
Commercial real estate9,837(220)811289,826
Residential real estate5,731(49)50(286)5,446
Home equity643(98)100(97)548
Consumer381(165)3421271
$21,133$(562)$317$(1,787)$19,101
Beginning BalanceCharge-offsRecoveriesProvision for (recovery of) credit lossesEnding Balance
Commercial and industrial$3,035$(115)$70$317$3,307
1-4 Family1,522(1)8(7)1,522
Hotels1,945——(5)1,940
Multi-family1,209——4321,641
Non Residential Non-Owner Occupied3,086—335(551)2,870
Non Residential Owner Occupied1,811—100(79)1,832
Commercial real estate9,573(1)443(210)9,805
Residential real estate5,844(147)92215,927
Home equity598(46)72(3)621
Consumer145(97)20111179
$19,195$(406)$614$436$19,839
Beginning BalanceCharge-offsRecoveries(Recovery of) provision for credit lossesEnding Balance
Commercial and industrial$4,761$—$15$(1,766)$3,010
1-4 Family1,420—6(36)1,390
Hotels2,130——42,134
Multi-family1,409——91,418
Non Residential Non-Owner Occupied3,156—45(71)3,130
Non Residential Owner Occupied1,780——(26)1,754
Commercial real estate9,895—51(120)9,826
Residential real estate5,420(49)49265,446
Home equity593(97)96(44)548
Consumer287(36)25(5)271
$20,956$(182)$236$(1,909)$19,101

Management systematically monitors the loan portfolio and the appropriateness of the allowance for credit losses on a quarterly basis to provide for expected losses inherent in the portfolio. Management assesses the risk in each loan type based on historical trends, the general economic environment of its local markets, individual loan performance and other relevant factors. The Company's estimate of future economic conditions utilized in its provision estimate is primarily dependent on expected unemployment ranges over atwo-year period. Beyondtwo years, a straight line reversion to historical average loss rates is applied over the life of the loan pool in the migration methodology. The vintage methodology applies future average loss rates based on net losses in historical periods where the unemployment rate was within the forecasted range.

Individual credits in excess of $1 million are selected at least annually for detailed loan reviews, which are utilized by management to assess the risk in the portfolio and the appropriateness of the allowance.

Non-Performing Loans

Interest income on loans is accrued and credited to operations based upon the principal amount outstanding, using methods that generally result in level rates of return. Loan origination fees, and certain direct costs, are deferred and amortized as an adjustment to the yield over the term of the loan. The accrual of interest generally is discontinued when a loan becomes 90 days past due as to principal or interest for all loan types. However, any loan may be placed on non-accrual status if the

Company receives information that indicates a borrower is unable to meet the contractual terms of its respective loan agreement. Other indicators considered for placing a loan on non-accrual status include the borrower’s involvement in bankruptcies, foreclosures, repossessions, litigation and any other situation resulting in doubt as to whether full collection of contractual principal and interest is attainable. When interest accruals are discontinued, unpaid interest recognized in income in the current year is reversed, and interest accrued in prior years is charged to the allowance for credit losses. Management may elect to continue the accrual of interest when the net realizable value of collateral exceeds the principal balance and related accrued interest, and the loan is in the process of collection.

Generally for all loan classes, interest income during the period the loan is non-performing is recorded on a cash basis after recovery of principal is reasonably assured. Cash payments received on nonperforming loans are typically applied directly against the outstanding principal balance until the loan is fully repaid. Generally, loans are restored to accrual status when the obligation is brought current, the borrower has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

The following table presents the amortized cost basis of loans on non-accrual status and loans past due over 90 days still accruing as of June 30, 2026 (in thousands):

Non-accrual With NoNon-accrual WithLoans Past Due
Allowance forAllowance forOver 90 Days
Credit LossesCredit LossesStill Accruing
Commercial & Industrial$352$25$—
1-4 Family—429—
Hotels———
Multi-family———
Non Residential Non-Owner Occupied—37—
Non Residential Owner Occupied4,5301,326—
Commercial Real Estate4,5301,792—
Residential Real Estate—3,18660
Home Equity—13222
Consumer———
Total$4,882$5,135$82

The following table presents the amortized cost basis of loans on non-accrual status and loans past due over 90 days still accruing as of December 31, 2025 (in thousands):

Non-accrual With NoNon-accrual WithLoans Past Due
Allowance forAllowance forOver 90 Days
Credit LossesCredit LossesStill Accruing
Commercial & Industrial$427$130$—
1-4 Family—136—
Hotels1,422——
Multi-family———
Non Residential Non-Owner Occupied—234—
Non Residential Owner Occupied5,5051,151—
Commercial Real Estate6,9271,521—
Residential Real Estate—4,497109
Home Equity—308—
Consumer———
Total$7,354$6,456$109

The Company recognizedno interest income on non-accrual loans during each of the three and six months ended June 30, 2026 and 2025.

As of June 30, 2026, the Company had one commercial and industrial loan and three owner occupied commercial real estate loans that were considered individually evaluated collateral-dependent loans totaling $4.9 million. The company had one commercial and industrial loan, one hotel loan, and three owner occupied commercial real estate individually evaluated collateral dependent loans recorded at $7.4 million as of December 31, 2025. Changes in the fair value of the collateral for collateral dependent loans are reported as a provision for credit loss or a recovery of credit loss in the period of change.

Generally, all loan types are considered past due when the contractual terms of a loan are not met and the borrower is 30 days or more past due on a payment. Furthermore, residential and home equity loans are generally subject to charge-off when the loan becomes 120 days past due, depending on the estimated fair value of the collateral less cost to dispose, versus the outstanding loan balance. Commercial loans are generally charged off when the loan becomes 120 days past due. Open-end consumer loans are generally charged off when the loan becomes 90 days past due.

The following tables present the aging of the amortized cost basis in past-due loans as of June 30, 2026 and December 31, 2025 by class of loan (in thousands):

June 30, 2026
30-5960-8990+TotalCurrentNon-Total
Past DuePast DuePast DuePast DueLoansaccrualLoans
Commercial and industrial$—$—$—$—$453,745$377$454,122
1-4 Family131——131222,741429223,301
Hotels————396,079—396,079
Multi-family————231,946—231,946
Non Residential Non-Owner Occupied————765,32137765,358
Non Residential Owner Occupied401——401247,2145,856253,471
Commercial real estate532——5321,863,3016,3221,870,155
Residential real estate6,512711607,2831,896,0653,1861,906,534
Home Equity6335522710230,215132231,057
Consumer1182—12039,786—39,906
Total$7,795$768$82$8,645$4,483,112$10,017$4,501,774
December 31, 2025
30-5960-8990+TotalCurrentNon-Total
Past DuePast DuePast DuePast DueLoansaccrualLoans
Commercial and industrial$279$—$—$279$453,139$557$453,975
1-4 Family7——7210,089136210,232
Hotels————397,1861,422398,608
Multi-family————237,424—237,424
Non Residential Non-Owner Occupied193——193767,153234767,580
Non Residential Owner Occupied91——91246,6516,656253,398
Commercial real estate291——2911,858,5038,4481,867,242
Residential real estate5,6527001096,4611,899,1024,4971,910,060
Home Equity71557—772223,621308224,701
Consumer308——30847,045—47,353
Total$7,245$757$109$8,111$4,481,410$13,810$4,503,331

Loan Restructurings

The Company evaluates all loan restructurings in accordance with ASU No. 2022-02 for loan modifications to determine if the restructuring results in a new loan or a continuation of the existing loan. Loan modifications to borrowers experiencing financial difficulty that result in a direct change in the timing or amount of contractual cash flows include situations where there is principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions, and combinations of the listed modifications. Therefore, the disclosures related to loan restructurings are only for modifications that directly affect cash flows.

A loan that is considered a restructured loan may be subject to the individually evaluated loan analysis. Otherwise, the restructured loan will remain in the appropriate segment in the allowance for credit losses model and associated reserves will be adjusted based on changes in the discounted cash flows resulting from the modification of the restructured loan.

The following tables present the amortized cost basis of restructured loans by modification type and loan classification for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):

For the six months ended June 30,
2026 · 2025
Term Extension · Percentage of Total by Loan Classification (1) · Term Extension · Percentage of Total by Loan Classification (1)
Commercial and industrial$3520.1%$5020.1%
1-4 Family————
Hotels————
Multi-family————
Non Residential Non-Owner Occupied———
Non Residential Owner Occupied4,5301.85,7592.4
Commercial real estate4,5300.25,7590.3
Residential real estate————
Home equity————
Consumer————
Total$4,8820.1%$6,2610.1%
For the three months ended June 30,
2026 · 2025
Term Extension · Percentage of Total by Loan Classification (1) · Term Extension · Percentage of Total by Loan Classification (1)
Commercial and industrial$3520.1%$5020.1%
1-4 Family——0—
Hotels——0—
Multi-family——0—
Non Residential Non-Owner Occupied—0—
Non Residential Owner Occupied4,5301.85,7592.4
Commercial real estate4,5300.25,7590.3
Residential real estate——0—
Home equity——0—
Consumer——0—
Total$4,8820.1%$6,2610.1%
  1. Based on the amortized cost basis of the restructured loans, divided by the period end amortized cost basis of the corresponding class of financing receivable.

The following tables presents a summary of financial impact of loan modifications by loan classification for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):

Six months ended June 30,
20262025
Weighted Average Term Extension (in years)Weighted Average Term Extension (in years)
Commercial and industrial0.20.5
1-4 Family00
Hotels00
Multi-family00
Non Residential Non-Owner Occupied00
Non Residential Owner Occupied0.20.5
Commercial real estate0.20.5
Residential real estate00
Home equity00
Consumer00
For the three months ended June 30,
20262025
Weighted Average Term Extension (in years)Weighted Average Term Extension (in years)
Commercial and industrial0.20.8
1-4 Family00
Hotels00
Multi-family00
Non Residential Non-Owner Occupied00
Non Residential Owner Occupied0.20.8
Commercial real estate0.20.8
Residential real estate00
Home equity00
Consumer00

As of June 30, 2026 and December 31, 2025, there wereno unfunded commitments to borrowers with loan modifications.

Additionally, the Company monitors the performance of the loans that are modified to borrowers experiencing financial difficulty for subsequent payment defaults. No loans with modifications made during the three and six months ended June 30, 2026 and 2025 experienced a subsequent payment default in the last twelve months.

The following table presents an aging of loan modifications by loan classification (in thousands, except percentages):

As of June 30, 2026 · Current · 30-59Past Due · 60-89Past Due · 90+Past Due · Total (1)
Commercial and industrial$352$—$—$—$352
1-4 Family—————
Hotels—————
Multi-family—————
Non Residential Non-Owner Occupied————
Non Residential Owner Occupied4,530———4,530
Commercial real estate4,530———4,530
Residential real estate—————
Home equity—————
Consumer—————
Total$4,882$—$—$—$4,882

.

As of June 30, 2025Current30-59Past Due60-89Past Due90+Past DueTotal (1)
Commercial and industrial$502$—$—$—$502
1-4 Family—————
Hotels—————
Multi-family—————
Non Residential Non-Owner Occupied—————
Non Residential Owner Occupied5,759———5,759
Commercial real estate5,759———5,759
Residential real estate—————
Home equity—————
Consumer—————
Total$6,261$—$—$—$6,261
  1. Based on the amortized cost basis as of period-end.

Credit Quality Indicators

All commercial loans within the portfolio are subject to internal risk rating. All non-commercial loans are evaluated based on payment history. The Company’s internal risk ratings for commercial loans are: Exceptional, Good, Acceptable, Pass/Watch, Special Mention, Substandard and Doubtful. Each internal risk rating is defined in the loan policy using the following criteria: balance sheet yields; ratios and leverage; cash flow spread and coverage; prior history; capability of management; market position/industry; potential impact of changing economic, legal, regulatory or environmental conditions; purpose; structure; collateral support; and guarantor support. Risk grades are generally assigned by the primary lending officer and are periodically evaluated by the Company’s internal loan review process. Based on an individual loan’s risk grade, estimated loss percentages are applied to the outstanding balance of the loan to determine the amount of expected loss.

The Company categorizes loans into risk categories based on relevant information regarding the customer’s debt service ability, capacity and overall collateral position, along with other economic trends and historical payment performance. The risk rating for each credit is updated when the Company receives current financial information, the loan is reviewed by the Company’s internal loan review and credit administration departments, or the loan becomes delinquent or impaired. The risk grades are updated a minimum of annually for loans rated Exceptional, Good, Acceptable, or Pass/Watch. Loans rated Special Mention, Substandard or Doubtful are reviewed at least quarterly. The Company uses the following definitions for its risk ratings:

Risk RatingDescription
Pass Ratings:
(a) ExceptionalLoans classified as exceptional are secured with liquid collateral conforming to the internal loan policy. Loans rated within this category pose minimal risk of loss to the bank.
(b) GoodLoans classified as good have similar characteristics that include a strong balance sheet, satisfactory debt service coverage ratios, strong management and/or guarantors, and little exposure to economic cycles. Loans in this category generally have a low chance of loss to the bank.
(c) AcceptableLoans classified as acceptable have acceptable liquidity levels, adequate debt service coverage ratios, experienced management, and have average exposure to economic cycles. Loans within this category generally have a low risk of loss to the bank.
(d) Pass/watchLoans classified as pass/watch have erratic levels of leverage and/or liquidity, cash flow is volatile and the borrower is subject to moderate economic risk. A borrower in this category poses a low to moderate risk of loss to the bank.
Special mentionLoans classified as special mention have a potential weakness(es) that deserves management’s close attention. The potential weakness could result in deterioration of the loan repayment or the bank’s credit position at some future date. A loan rated in this category poses a moderate loss risk to the bank.
SubstandardLoans classified as substandard reflect a customer with a well-defined weakness that jeopardizes the liquidation of the debt. Loans in this category have the possibility that the bank will sustain some loss if the deficiencies are not corrected and the bank’s collateral value is weakened by the financial deterioration of the borrower.
DoubtfulLoans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristics that make collection of the full contract amount highly improbable. Loans rated in this category are most likely to cause the bank to have a loss due to a collateral shortfall or a negative capital position.

Based on the most recent analysis performed, the risk category of loans by class of loans at June 30, 2026 and December 31, 2025 is as follows (in thousands):

Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
June 30, 202620262025202420232022PriorCost BasisTotal
Commercial and industrial
Pass$39,264$59,874$39,890$41,023$14,201$74,296$151,756$420,304
Special mention1452268250—100387
Substandard——88120384724,7456,75533,431
Total$39,409$59,896$40,839$41,228$15,098$99,041$158,611$454,122
YTD Gross Charge-offs$—$31$30$10$—$30$18$119
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
December 31, 202520252024202320222021PriorCost BasisTotal
Commercial and industrial
Pass$60,202$56,657$48,193$20,197$53,099$45,845$162,715$446,908
Special mention—703———97170
Substandard31131129863421,8763,8256,897
Total$60,233$56,858$48,325$21,060$53,141$47,721$166,637$453,975
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
June 30, 202620262025202420232022PriorCost BasisTotal
Commercial real estate -
1-4 Family
Pass$29,695$41,247$25,328$21,349$31,597$56,238$11,956$217,410
Special mention—196——1,310874—2,380
Substandard—120297—1,7721,322—3,511
Total$29,695$41,563$25,625$21,349$34,679$58,434$11,956$223,301
YTD Gross Charge-offs$—$—$—$—$—$7$—$7
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
December 31, 202520252024202320222021PriorCost BasisTotal
Commercial real estate -
1-4 Family
Pass$45,278$28,636$22,740$33,247$24,891$38,622$11,332$204,746
Special mention198——1,313—552—2,063
Substandard124156—1,791402950—3,423
Total$45,600$28,792$22,740$36,351$25,293$40,124$11,332$210,232
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
June 30, 202620262025202420232022PriorCost BasisTotal
Commercial real estate -
Hotels
Pass$20,941$64,855$45,492$39,280$72,328$125,229$2,709$370,834
Special mention—————3,298—3,298
Substandard—————21,947—21,947
Total$20,941$64,855$45,492$39,280$72,328$150,474$2,709$396,079
YTD Gross Charge-offs$—$—$—$—$—$—$—$—
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
December 31, 202520252024202320222021PriorCost BasisTotal
Commercial real estate -
Hotels
Pass$65,210$46,074$40,372$74,317$27,289$118,006$223$371,491
Special mention—————3,405—3,405
Substandard—————23,712—23,712
Total$65,210$46,074$40,372$74,317$27,289$145,123$223$398,608
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
June 30, 202620262025202420232022PriorCost BasisTotal
Commercial real estate -
Multi-family
Pass$9,986$33,672$58,715$5,346$14,352$106,115$1,686$229,872
Special mention————————
Substandard————5301,544—2,074
Total$9,986$33,672$58,715$5,346$14,882$107,659$1,686$231,946
YTD Gross Charge-offs$—$—$—$—$—$—$—$—
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
December 31, 202520252024202320222021PriorCost BasisTotal
Commercial real estate -
Multi-family
Pass$40,029$58,642$6,130$14,573$18,000$97,497$1,572$236,443
Special mention————————
Substandard———534447——981
Total$40,029$58,642$6,130$15,107$18,447$97,497$1,572$237,424
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
June 30, 202620262025202420232022PriorCost BasisTotal
Commercial real estate -
Non Residential Non-Owner Occupied
Pass$54,366$121,225$88,179$105,457$108,734$280,884$2,236$761,081
Special mention—524———241—765
Substandard542————2,970—3,512
Total$54,908$121,749$88,179$105,457$108,734$284,095$2,236$765,358
YTD Gross Charge-offs$—$—$—$—$—$—$—$—
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
December 31, 202520252024202320222021PriorCost BasisTotal
Commercial real estate -
Non Residential Non-Owner Occupied
Pass$123,220$85,038$106,086$110,438$83,342$224,742$6,963$739,829
Special mention532——5438223,388—24,545
Substandard————1333,073—3,206
Total$123,752$85,038$106,086$110,981$83,557$251,203$6,963$767,580
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
June 30, 202620262025202420232022PriorCost BasisTotal
Commercial real estate -
Non Residential Owner Occupied
Pass$11,794$46,874$19,615$36,975$27,176$88,727$5,313$236,474
Special mention—78—345—432—855
Substandard—564504,26574910,25736516,142
Total$11,794$47,008$20,065$41,585$27,925$99,416$5,678$253,471
YTD Gross Charge-offs$—$—$—$—$—$850$—$850
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
December 31, 202520252024202320222021PriorCost BasisTotal
Commercial real estate -
Non Residential Owner Occupied
Pass$49,404$20,878$41,108$27,864$33,863$57,089$4,188$234,394
Special mention82—350——1,904—2,336
Substandard—4563,5361,05279410,47735316,668
Total$49,486$21,334$44,994$28,916$34,657$69,470$4,541$253,398
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
June 30, 202620262025202420232022PriorCost BasisTotal
Commercial real estate -
Total
Pass$126,782$307,873$237,330$208,407$254,186$657,193$23,900$1,815,671
Special mention—798—3451,3104,846—7,299
Substandard5421767474,2653,05138,03936547,185
Total$127,324$308,847$238,077$213,017$258,547$700,078$24,265$1,870,155
YTD Gross Charge-offs$—$—$—$—$—$857$—$857
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
December 31, 202520252024202320222021PriorCost BasisTotal
Commercial real estate -
Total
Pass$323,141$239,267$216,436$260,438$187,384$535,957$24,277$1,786,900
Special mention812—3501,8578229,249—32,350
Substandard1246133,5363,3781,77638,21235347,992
Total$324,077$239,880$220,322$265,673$189,242$603,418$24,630$1,867,242
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
June 30, 202620262025202420232022PriorCost BasisTotal
Residential real estate
Performing$102,545$277,646$184,662$167,024$302,459$794,698$74,314$1,903,348
Non-performing30396—771202,510803,186
Total$102,848$277,742$184,662$167,101$302,579$797,208$74,394$1,906,534
YTD Gross Charge-offs$—$—$—$—$30$251$—$281
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
December 31, 202520252024202320222021PriorCost BasisTotal
Residential real estate
Performing$287,972$199,389$183,010$317,677$256,267$590,122$71,126$1,905,563
Non-performing$157$111$846$43$478$2,777$85$4,497
Total$288,129$199,500$183,856$317,720$256,745$592,899$71,211$1,910,060
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
June 30, 202620262025202420232022PriorCost BasisTotal
Home equity
Performing$13,673$28,628$24,136$17,566$7,945$9,294$129,683$230,925
Non-performing——————132132
Total$13,673$28,628$24,136$17,566$7,945$9,294$129,815$231,057
YTD Gross Charge-offs$—$—$—$—$—$—$108$108
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
December 31, 202520252024202320222021PriorCost BasisTotal
Home equity
Performing$30,143$26,449$19,898$9,319$3,813$6,764$128,007$224,393
Non-performing——————308308
Total$30,143$26,449$19,898$9,319$3,813$6,764$128,315$224,701
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
June 30, 202620262025202420232022PriorCost BasisTotal
Consumer
Performing$5,685$9,081$7,365$9,523$4,718$1,139$2,395$39,906
Non-performing————————
Total$5,685$9,081$7,365$9,523$4,718$1,139$2,395$39,906
YTD Gross Charge-offs$—$29$48$29$—$56$6$168
Revolving
Term Loans · Loans
Amortized Cost Basis by Origination Year and Risk Level · Amortized
December 31, 202520252024202320222021PriorCost BasisTotal
Consumer
Performing$13,622$9,475$12,776$6,541$1,127$1,301$2,511$47,353
Non-performing————————
Total$13,622$9,475$12,776$6,541$1,127$1,301$2,511$47,353

Note G -Derivative Instruments

The Company has exposure to certain risks arising from both its business operations and economic conditions, including interest rate risk, which are managed through use of derivative instruments. The Company maintains non-hedging interest rate swap derivatives with customer counterparties. Additionally, the Company has fair value hedge derivative relationships on certain available-for-sale securities and loan relationships.

Certain financial instruments, including derivatives, may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements. The Company's derivative transactions with financial institution counterparties are generally executed under International Swaps and Derivative Association ("ISDA") master agreements which include "right of setoff" provisions. In such cases there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. Nonetheless, the Company does not generally offset financial instruments for financial reporting purposes.

Pursuant to the Company's agreements with certain of its derivative financial institution counterparties, the Company may receive collateral or post collateral, generally in the form of cash or securities, based upon mark-to-market positions. The Company received collateral with a value of $32.0 million and $26.1 million as of June 30, 2026 and December 31, 2025, respectively.

Non-hedging Interest Rate Derivatives

As of June 30, 2026 and December 31, 2025, the Company primarily utilizes non-hedging derivative financial instruments with commercial banking customers to facilitate their interest rate management strategies. For these instruments, the Company acts as an intermediary for its customers and has offsetting contracts with financial institution counterparties. Changes in the fair value of these underlying derivative contracts generally offset each other and do not significantly impact the Company's results of operations.

The following table summarizes the notional and fair value of these derivative instruments (in thousands) which are included within "other assets" and "other liabilities" in the accompanying consolidated balance sheets:

June 30, 2026December 31, 2025
Notional AmountFair ValueNotional AmountFair Value
Non-hedging interest rate derivatives:
Customer counterparties:
Loan interest rate swap - assets$111,078$1,411$284,783$3,879
Loan interest rate swap - liabilities653,03533,125478,85930,493
Non-hedging interest rate derivatives:
Financial institution counterparties:
Loan interest rate swap - assets663,03533,851496,85931,201
Loan interest rate swap - liabilities111,0781,411284,7833,879

The following table summarizes the change in fair value of these derivative instruments (in thousands):

Three months ended June 30, · Six months ended June 30,
2026 · 2025 · 2026 · 2025
Change in Fair Value Non-Hedging Interest Rate Derivatives:
Other (expense) income - derivative assets$1,445$(4,350)$1,029$(12,354)
Other income (expense) - derivative liabilities(1,445)4,350(1,029)12,354
Other (expense) income - derivative liabilities20(119)18(279)

Loans associated with a customer counterparty loan interest rate swap agreement may be subject to a make whole penalty upon termination of the agreement. The dollar amount of the make whole penalty varies based on the remaining term of the agreement and market rates at that time. The make whole penalty is secured by equity in the specific collateral securing the loan. The Company estimates the make whole penalty when determining if there is sufficient collateral to pay off both the potential make whole penalty and the outstanding loan balance at the origination of the loan. In the event of a customer default, the make whole penalty is capitalized into the existing loan balance; however, no guarantees can be made that the collateral will be sufficient to cover both the make whole provision and the outstanding loan balance at the time of foreclosure.

Fair Value Hedges

During the year ended December 31, 2023, the Company entered into a fair value hedge agreement to reduce the interest rate risk associated with the change in fair value of certain loans. The total notional amount of these agreements was$100 million. During the six months ended June 30, 2026, the fair value hedge agreements matured. The gains or losses on these hedges are recognized in current earnings as fair value changes.

The following table summarizes the financial statement impact of these derivative instruments (in thousands):

June 30, 2026December 31, 2025
Gross loans$—$(25)
Other assets—12
Cumulative adjustment to Interest and fees on loans—13

Note H -Employee Benefit Plans

Restricted Shares, Restricted Stock Units ("RSUs"), Performance Share Units ("PSUs")

The Company records compensation expense with respect to restricted shares, RSUs and PSUs (collectively, the "restricted shares") in an amount equal to the fair value of the common stock covered by each award on the date of grant. These restricted shares become fully vested after various periods of continued employment from the respective dates of grant. The Company is entitled to an income tax deduction in an amount equal to the taxable income reported by the holders of the restricted shares when the restrictions are released and the shares are issued. Compensation is being charged to expense over the respective vesting periods.

Restricted shares are forfeited if the awarded officer or employee terminates his employment with the Company prior to the lapsing of restrictions. The Company records forfeitures of restricted stock as treasury share repurchases and any compensation cost previously recognized is reversed in the period of forfeiture. Recipients of restricted shares do not pay any cash consideration to the Company for the shares, and, except for restricted stock units and performance share units, have the right to vote all shares subject to such grant and receive all dividends with respect to such shares, whether or not the shares have vested. For restricted shares that have performance-based criteria, management has evaluated those criteria and has determined that, as of June 30, 2026, the criteria were probable of being met.

A summary of the Company’s restricted shares activity and related information is presented below:

Six months ended June 30,
2026 · 2025
Restricted Awards · Average Market Price at Grant · Restricted Awards · Average Market Price at Grant
Outstanding at January 1133,624$97.80134,949$84.90
Granted16,493119.1340,495114.73
Vested/Forfeited(35,210)135.89(42,120)72.16
Outstanding at June 30114,907$103.06133,324$97.59

Information regarding stock-based compensation associated with restricted shares is provided in the following table (in thousands):

Three months ended June 30,Six months ended June 30,
2026202520262025
Stock-based compensation expense associated with restricted shares, RSUs, and PSUs$921$838$1,779$1,557
At period-end:June 30, 2026
Unrecognized stock-based compensation expense associated with restricted shares$6,508
Weighted average period (in years) in which the above amount is expected to be recognized2.7

Shares issued in conjunction with restricted stock awards are issued from available treasury shares. If no treasury shares are available, new shares would be issued from available authorized shares. During the six months ended June 30, 2026 and 2025, all shares issued in connection with restricted stock awards were issued from available treasury stock.

Benefit Plans

The Company provides retirement benefits to its employees through the City Holding Company 401(k) Plan and Trust (the “401(k) Plan”), which is intended to be compliant with Employee Retirement Income Security Act (ERISA) section 404(c). The Company also maintains a frozen defined benefit pension plan (the “Defined Benefit Plan”), which was inherited from the Company's acquisition of the plan sponsor (Horizon Bancorp, Inc.). The Defined Benefit Plan was frozen in 1999 and maintains a December 31st year-end for purposes of computing its benefit obligations.

The following table presents the components of the Company's net periodic benefit cost, which is included in the line item "other expenses" in the consolidated statements of income (in thousands):

Three months ended June 30, · Six months ended June 30,
2026 · 2025 · 2026 · 2025
Components of net periodic cost:
Interest cost$119$131$237$262
Expected return on plan assets(205)(206)(409)(411)
Net amortization and deferral445188101
Net Periodic Pension (Benefit) Cost$(42)$(24)$(84)$(48)

Note I -Commitments and Contingencies

Credit-Related Financial Instruments

The Company is a party to certain financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. The Company has entered into agreements with certain customers to extend credit or provide a conditional commitment to provide payment on drafts presented in accordance with the terms of the underlying credit documents. The Company also provides overdraft protection to certain demand deposit customers that represent an unfunded commitment. Overdraft protection commitments, which are included with other commitments below, are uncollateralized and are paid at the Company’s discretion. Conditional commitments generally include standby and commercial letters of credit. Standby letters of credit represent an obligation of the Company to a designated third party contingent upon the failure of a customer of the Company to perform under the terms of the underlying contract between the customer and the third party. Commercial letters of credit are issued specifically to facilitate trade or commerce. Under the terms of a commercial letter of credit, drafts will be drawn when the underlying transaction is consummated, as intended, between the customer and a third party. The majority of the Company's commitments have variable interest rates. The funded portion of these financial instruments is reflected in the Company’s balance sheet, while the unfunded portion of these commitments is not reflected in the balance sheet.

The table below presents a summary of the contractual obligations of the Company resulting from significant commitments (in thousands):

June 30, 2026December 31, 2025
Commitments to extend credit:
Home equity lines$266,866$262,194
Commercial real estate90,246106,455
Other commitments282,169253,942
Standby letters of credit1,8241,976
Commercial letters of credit9,5127,935

Loan commitments and standby and commercial letters of credit have credit risks essentially the same as those involved in extending loans to customers and are subject to the Company’s standard credit policies. Collateral is obtained based on management’s credit assessment of the customer. Management does not anticipate any material losses as a result of these commitments.

Litigation

The Company is engaged in various legal actions that it deems to be in the ordinary course of business. As these legal actions are resolved, the Company could realize positive and/or negative impact to its financial performance in the period in which these legal actions are ultimately resolved. There can be no assurance that current legal actions will have an immaterial impact on financial results, either positive or negative, or that no material legal actions may be presented in the future. As of June 30, 2026 management expects the resolution of existing legal actions will not have a material impact on the Company's financial statements.

Note J -Accumulated Other Comprehensive Loss

The activity in accumulated other comprehensive loss is presented in the tables below (in thousands). All amounts are shown net of tax, which is calculated using a combined federal and state income tax rate approximating 24%.

Three months ended June 30, · Six months ended June 30,
Defined · Defined
Benefit · Securities · Benefit · Securities
Pension · Available- · Pension · Available-
Plan-for-SaleTotalPlan-for-SaleTotal
Beginning Balance$(875)$(80,388)$(81,263)$(875)$(75,741)$(76,616)
Other comprehensive (loss) before reclassifications—(853)(853)—(5,500)(5,500)
Amounts reclassified from other comprehensive income——————
—(853)(853)—(5,500)(5,500)
Ending Balance$(875)$(81,241)$(82,116)$(875)$(81,241)$(82,116)
Beginning Balance$(1,442)$(98,509)$(99,951)$(1,442)$(114,277)$(115,719)
Other comprehensive income before classifications—4,5684,568—20,33620,336
Amounts reclassified from other comprehensive income—(115)(115)—(115)(115)
—4,4534,453—20,22120,221
Ending Balance$(1,442)$(94,056)$(95,498)$(1,442)$(94,056)$(95,498)
Amounts reclassified from Other Comprehensive (Loss) Income
Three months ended · Six months ended · Affected line item
June 30, · June 30, · in the Consolidated Statements
2026202520262025of Income
Securities available-for-sale:
Net securities gains reclassified into earnings$—$150$—$150Gains on sale of investment securities, net
Related income tax expense—(35)—(35)Income tax expense
Net effect on accumulated other comprehensive loss$—$115$—$115

Note K -Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share using the two class method (in thousands, except per share data):

Three months ended June 30, · Six months ended June 30,
2026 · 2025 · 2026 · 2025
Net income available to common shareholders$33,298$33,387$65,033$63,729
Less: earnings allocated to participating securities(242)(306)(527)(541)
Net earnings allocated to common shareholders$33,056$33,081$64,506$63,188
Distributed earnings allocated to common stock$12,125$11,346$24,251$22,691
Undistributed earnings allocated to common stock20,93121,73540,25540,497
Net earnings allocated to common shareholders$33,056$33,081$64,506$63,188
Average shares outstanding14,04614,46614,15114,541
Effect of dilutive securities:
Employee stock awards1651810
Shares for diluted earnings per share14,06214,47114,16914,551
Basic earnings per share$2.35$2.29$4.55$4.35
Diluted earnings per share$2.35$2.29$4.55$4.35

Anti-dilutive options are not included in the computation of diluted earnings per share because the options’ exercise prices are greater than the average market price of the common shares and therefore, the effect is anti-dilutive. The Company had no anti-dilutive options for any of the periods shown above.

Note L -Fair Value Measurements

Fair value of an asset or liability is the price that would be received to sell that asset or paid to transfer that liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company bases the fair value of assets and liabilities on quoted market prices, prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data. If such information is not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty creditworthiness, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein. A more detailed description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Financial Assets and Liabilities

The Company used the following methods and significant assumptions to estimate fair value for financial assets and liabilities measured on a recurring basis.

Securities Available for Sale. Securities available for sale are reported at fair value utilizing Level 1, Level 2, and Level 3 inputs. The fair value of securities available for sale is determined by utilizing a market approach by obtaining quoted prices on nationally recognized securities exchanges (other than forced or distressed transactions) that occur in sufficient volume or matrix pricing, which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities. If such measurements are unavailable, the security is classified as Level 3. Significant judgment is required to make this determination.

The Company utilizes a third party pricing service provider to value its Level 1 and Level 2 investment securities. Annually, the Company obtains an independent auditor’s report from its third party pricing service provider regarding its controls over investment securities. On a quarterly basis, the Company reprices its debt securities with a third party that is independent of the primary pricing service provider to verify the reasonableness of the fair values.

Derivatives. Derivatives are reported at fair value utilizing Level 2 inputs. The Company utilizes a market approach by obtaining dealer quotations to value its customer interest rate swaps. The Company’s derivatives are included within "other assets" and "other liabilities" in the accompanying consolidated balance sheets. Derivative assets are typically secured through securities with financial counterparties or cross collateralization with a borrowing customer. Derivative liabilities are typically secured by the Company pledging securities to financial counterparties or, in the case of a borrowing customer, by the right of setoff. The Company considers factors such as the likelihood of default by itself and its counterparties, right of setoff, and remaining maturities in determining the appropriate fair value adjustments. All derivative counterparties approved by the Company's Asset and Liability Committee ("ALCO") are regularly reviewed, and appropriate business action is taken to adjust the exposure to certain counterparties, if necessary. Counterparty exposure is evaluated by netting positions that are subject to master netting agreements, as well as considering the amount of marketable collateral securing the position. This approach used to estimate impacted exposures to counterparties is also used by the Company to estimate its own credit risk in derivative liability positions. To date, no material losses have been incurred due to a counterparty's inability to pay any undercollateralized position. There wasno significant change in the value of derivative assets and liabilities attributed to credit risk that would have resulted in a derivative credit risk valuation adjustment at June 30, 2026.

The Company may be required, from time to time, to measure certain financial assets and financial liabilities at fair value on a nonrecurring basis. Financial assets measured at fair value on a nonrecurring basis include individually evaluated loans reported at the fair value of the underlying collateral if repayment is expected solely from the collateral. Collateral values are estimated using Level 3 inputs based on observable market data for both real estate collateral and non-real estate collateral. The following table presents assets and liabilities measured at fair value (in thousands):

TotalLevel 1Level 2Level 3
Recurring fair value measurements
Financial Assets
Obligations of states and political subdivisions$177,334$—$177,334$—
Mortgage-backed securities:
U.S. Government agencies1,273,596—1,273,596—
Private label4,983—4,983—
Trust preferred securities4,538—4,538—
Corporate securities16,274—16,274—
Marketable equity securities5,6331,8373,796—
Derivative assets35,262—35,262—
Financial Liabilities
Derivative liabilities34,536—34,536—
Nonrecurring fair value measurements
Financial Assets
Collateral-dependent individually evaluated loans4,882——4,882
Non-Financial Assets
Other real estate owned495——495
Recurring fair value measurements
Financial Assets
Obligations of states and political subdivisions$179,724$—$179,724$—
Mortgage-backed securities:
U.S. Government agencies1,297,789—1,297,789—
Private label5,032—5,032—
Trust preferred securities4,424—4,424—
Corporate securities16,389—16,389—
Marketable equity securities5,5681,7573,811—
Derivative assets35,093—35,093—
Financial Liabilities
Derivative liabilities34,372—34,372—
Nonrecurring fair value measurements
Financial Assets
Collateral-dependent individually evaluated loans7,354——7,354
Non-Financial Assets
Other real estate owned482——482

No transfers into or out of Level 3 of the fair value hierarchy occurred during the three and six months ended June 30, 2026 or the year ended December 31, 2025.

The Company's financial assets and liabilities measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3) include individually evaluated loans that were remeasured and reported at fair value through a specific valuation allowance allocation of the allowance for credit losses based upon the fair value of the underlying collateral (in thousands). The fair value of individually evaluated loans is estimated using one of several methods, including collateral value, liquidation value and discounted cash flows. The significant unobservable inputs used in the fair value measurement of collateral for collateral-dependent individually evaluated loans primarily relate to discounts applied to the customers’ reported amount of collateral. The amount of collateral discount depends upon the marketability of the underlying collateral. Generally, the Company has applied collateral discounts, ranging from 10% to 30%. The Company had no Level 2 financial assets and liabilities that were measured on a nonrecurring basis as of June 30, 2026 or December 31, 2025.

Non-Financial Assets and Liabilities

The Company has no non-financial assets or liabilities measured at fair value on a recurring basis. Certain non-financial assets measured at fair value on a non recurring basis include other real estate owned (“OREO”), which is measured at the lower of cost or fair value.

Fair Value of Financial Instruments

ASC Topic 825 “Financial Instruments,” as amended, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including discount rates and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. ASC Topic 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The following table represents the estimates of fair value of financial instruments (in thousands). For short-term financial assets such as cash and cash equivalents, the carrying amount is a reasonable estimate of fair value due to the relatively short time between the origination of the instrument and its expected realization. For financial liabilities such as noninterest-bearing demand, interest-bearing demand and savings deposits, the carrying amount is a reasonable estimate of fair value due to these products having no stated maturity.

Carrying AmountFair ValueLevel 1Level 2Level 3
Assets:
Cash and cash equivalents$267,202$267,202$267,202$—$—
Securities available-for-sale1,476,7251,476,725—1,476,725—
Marketable equity securities5,6335,6331,8373,796—
Net loans4,481,9354,383,332——4,383,332
Accrued interest receivable21,30021,300—21,300—
Derivative assets35,26235,262—35,262—
Liabilities:
Deposits5,340,1505,330,0984,031,5091,298,589—
Securities sold under agreements to repurchase377,551377,551—377,551—
FHLB long-term advances150,000150,113—150,113—
Accrued interest payable5,5935,593—5,593—
Derivative liabilities34,53634,536—34,536—
Assets:
Cash and cash equivalents$191,919$191,919$191,919$—$—
Securities available-for-sale1,503,3581,503,358—1,503,358—
Marketable equity securities5,5685,5681,7573,811—
Net loans4,484,0024,399,501——4,399,501
Accrued interest receivable20,71820,718—20,718—
Derivative assets35,09335,093—35,093—
Liabilities:
Deposits5,300,9885,292,7743,997,6271,295,147—
Securities sold under agreements to repurchase367,674367,674—367,674—
FHLB long-term advances150,000151,967—151,967—
Accrued interest payable5,8425,842—5,842—
Derivative liabilities34,37234,372—34,372—
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