How will these actions affect C&F Financial’s (CFFI) tangible book value per share?

The company expects the loss from the portfolio restructuring to have no impact on total consolidated equity or tangible book value per share. However, the gain from selling its Bearing interest is projected to increase tangible book value per share by an estimated $1.90 after taxes.

What forward-looking expectations did C&F Financial (CFFI) share about these transactions?

The company’s statements indicate expectations for an $8.3 million pre-tax gain on the Bearing sale, a $7.1 million pre-tax restructuring loss, recovery of that loss over about 3.3 years, and anticipated benefits to earnings per share, net interest margin, and tangible book value per share.

Bearing sale lifts C&F Financial (CFFI) book value and resets portfolio yields

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

C&F Financial Corporation completed the sale of its membership interest in Bearing Insurance Group, LLC, effective May 1, 2026, and expects to recognize an estimated pre-tax gain of approximately $8.3 million in second-quarter 2026 results.

After the sale, the company executed a strategic restructuring of its securities available-for-sale portfolio, selling $72.6 million of lower-yielding securities at a 1.40% weighted average yield and buying about $67.8 million at roughly 4.70%. This is estimated to create a pre-tax loss of about $7.1 million, expected to be recovered over roughly 3.3 years, while improving annualized earnings per share by approximately $0.51, net interest margin by about 9 basis points, and increasing tangible book value per share by an estimated $1.90 after taxes.

Positive

Accretive capital redeployment: Sale of the Bearing Insurance Group interest is expected to generate an estimated pre-tax gain of $8.3 million and increase tangible book value per share by about $1.90 after taxes.
Earnings and margin enhancement: Restructuring the securities AFS portfolio into higher-yield assets is projected to improve annualized earnings per share by roughly $0.51 and net interest margin by about 9 basis points.

Negative

None.

Insights

C&F uses Bearing sale to upgrade securities yields and lift EPS.

C&F Financial is monetizing its interest in Bearing Insurance Group, LLC for an estimated pre-tax gain of $8.3 million. Management is redeploying this capital by restructuring a portion of the securities available-for-sale portfolio into higher-yield assets.

The company sold $72.6 million of securities yielding 1.40% and bought about $67.8 million at roughly 4.70%, creating an estimated pre-tax loss of $7.1 million. That loss is expected to be recovered over about 3.3 years while improving annualized earnings per share by roughly $0.51 and net interest margin by about 9% basis points.

Management indicates the restructuring loss should not affect total consolidated equity or tangible book value per share, while the Bearing sale is expected to add about $1.90 per share to tangible book value after tax. The net effect is a trade of near-term one-time charges for higher ongoing yield and earnings potential.

8-K Event Classification

3 items: 7.01, 8.01, 9.01

3 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Estimated pre-tax gain on Bearing sale: $8.3 million Estimated pre-tax loss on portfolio restructuring: $7.1 million AFS securities sold: $72.6 million, 1.40% yield +5 more

8 metrics

Estimated pre-tax gain on Bearing sale $8.3 million To be recognized in Q2 2026 results

Estimated pre-tax loss on portfolio restructuring $7.1 million From AFS securities restructuring, Q2 2026

AFS securities sold $72.6 million, 1.40% yield Representing about 14.7% of total securities portfolio

AFS securities purchased $67.8 million, ~4.70% yield Higher-yield replacement securities

Loss recovery period Approximately 3.3 years Expected recovery of restructuring loss

Annualized EPS impact $0.51 per share Expected improvement from portfolio restructuring

Net interest margin impact 9 basis points Expected annualized NIM improvement

Tangible book value impact $1.90 per share Estimated after-tax increase from Bearing sale

Key Terms

securities available for sale, net interest margin, tangible book value per share, basis points, +1 more

5 terms

securities available for sale financial

"strategic restructuring of a portion of its securities available for sale (AFS) portfolio"

Securities available for sale are investments—like bonds or shares—that a company owns but does not plan to hold until they mature or trade every day; they are kept with the intention that they may be sold when needed or when a good opportunity arises. For investors, these holdings matter because their market value changes can affect a company’s reported net worth and provide a source of cash or unexpected gains or losses, similar to having a reserve of items you can sell when prices are favorable.

net interest margin financial

"improve earnings per share by approximately $0.51 per share and net interest margin by approximately 9 basis points"

Net interest margin measures how much a bank earns from lending and investing compared with what it pays for funding, expressed as a percentage of its interest-earning assets. Think of it like a grocery store’s markup: it shows the gap between buying cost and selling price per dollar of goods — here, the cost is interest paid and the sale is interest received. Investors watch it because a higher margin usually means a bank is more profitable and better at managing interest rate and credit conditions.

basis points financial

"improve earnings per share by approximately $0.51 per share and net interest margin by approximately 9 basis points"

Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.

forward-looking statements regulatory

"This press release contains statements concerning the Corporation’s expectations ... which may constitute “forward-looking statements”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

05/07/2026 - 05:48 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) May 7, 2026

C&F FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Virginia	000-23423	54-1680165
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


3600 La Grange Parkway, Toano, Virginia		23168
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (804) 843-2360

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

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

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

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

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

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value per share	CFFI	The NASDAQ Stock Market LLC

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

Emer
Emerging growth company	☐

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

Item 7.01 Regulation FD Disclosure

Sale of Membership Interest in Bearing Insurance Group, LLC and Strategic Restructuring of Securities Portfolio

On May 7, 2026, C&F Financial Corporation (the Corporation) announced the completion of the sale (Transaction) of its membership interest in Bearing Insurance Group, LLC (Bearing) to an unaffiliated third party, effective May 1, 2026. Based solely on information available to the Corporation as of the date hereof, the Corporation estimates that a pre-tax gain of approximately $8.3 million will be recognized on the Transaction, which will be included in the Corporation’s financial results for the second quarter of 2026.

Following the completion of the Transaction, the Corporation executed a strategic restructuring of a portion of its securities available for sale (AFS) portfolio (the Portfolio Restructuring), which will offset a portion of the gain from the Transaction. In the Portfolio Restructuring, the Corporation sold $72.6 million in book value of securities AFS with a weighted average yield of 1.40% and representing approximately 14.7% of the entire securities portfolio, and purchased approximately $67.8 million of securities AFS with a weighted average yield of approximately 4.70%. Based solely on information available to the Corporation on the date hereof, the Corporation estimates that the Portfolio Restructuring will result in a pre-tax loss of approximately $7.1 million, which will also be included in the Corporation’s financial results for the second quarter of 2026. The estimated loss on the Portfolio Restructuring is expected to be recovered over approximately 3.3 years. The Corporation expects, on an annualized basis, the Portfolio Restructuring will improve earnings per share by approximately $0.51 per share and net interest margin by approximately 9 basis points.

While the loss recognized upon the Portfolio Restructuring is expected to have no impact on the Corporation’s total consolidated equity or tangible book value per share, the gain from the sale of Bearing is expected to increase tangible book value per share by an estimated $1.90 per share after taxes.

Press Release

A copy of the Corporation’s news release regarding the Transaction and the Portfolio Restructuring is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the Exchange Act) or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act unless expressly incorporated by specific reference made within such filing.

Item 8.01 Other Events

The information under the heading “Sale of Membership Interest in Bearing Insurance Group, LLC and Strategic Restructuring of Securities Portfolio” contained in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Forward-Looking Statements. This Form 8-K contains statements concerning the Corporation’s expectations, plans, objectives or beliefs regarding future financial performance and other statements that are not historical facts, which may constitute “forward-looking statements” as defined by federal securities laws. Forward-looking statements generally can be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “might,” “will,” “intend,” “target,” “should,” “could,” or similar expressions, are not statements of historical fact, and are based on management’s beliefs, assumptions and expectations regarding future events or performance as of the date of this press release, taking into account all information currently available. These statements include, but are not limited to, statements regarding the Transaction, including the Corporation’s expected gain to be recognized on the Transaction and the anticipated impact of the Transaction on the Corporation’s tangible book value per share, and statements regarding the Portfolio Restructuring, including the anticipated benefits from the Portfolio Restructuring to earnings per share and net interest margin. The Corporation’s ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors that could have a material adverse effect on the operations and future prospects of the Corporation and its subsidiaries include, but are not limited to, the possibility that the expected financial impacts of the Transaction or the Portfolio Restructuring may differ from current expectations, including as a result of post-closing price or other adjustments to consideration received with respect to the Transaction; business, economic, tax and other factors affecting the Transaction and the Portfolio Restructuring; and other factors, many of which are beyond the Company’s control, including those detailed in the Corporation’s publicly filed documents, including its Annual Report on Form 10-K for the year ended December 31, 2025 and other reports filed with the Securities and Exchange Commission. Readers should not place undue reliance on any forward-looking statement. There can be no assurance that actual results will not differ materially from historical results or those expressed in or implied by such forward-looking statements, or that the beliefs, assumptions and expectations underlying such forward-looking statements will be proven to be accurate. Forward-looking statements are made as of the date of this Form 8-K, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which the statement was made, except as otherwise required by law.

Item 9.01Financial Statements and Exhibits

(d)Exhibits

99.1C&F Financial Corporation news release dated May 7, 2026

104 Cover Page Interactive Data File (formatted as inline XBRL and contained

in Exhibit 101)

SIGNATURES

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


		C&F FINANCIAL CORPORATION
		(Registrant)


Date:	May 7, 2026	By:	/s/ Jason E. Long
			Jason E. Long
			Chief Financial Officer and Secretary

EXHIBIT 99.1


Thursday, May 7, 2026

Contact:	Jason Long, CFO and Secretary
	(804) 843-2360

C&F Financial Corporation Announces

Sale of Interest in Bearing Insurance Group and

Executes Strategic Restructuring of Securities Portfolio

Toano, Va., May 7, 2026 – C&F Financial Corporation (the Corporation) (NASDAQ:CFFI), the holding company for C&F Bank, today announced the completion of the sale (the Transaction) of the Corporation’s interest (held by C&F Bank’s subsidiary, C&F Insurance Services, LLC) in Bearing Insurance Group, LLC (Bearing) to an unaffiliated third party, effective May 1, 2026. Based solely on information available to the Corporation on the date hereof, the Corporation estimates that a pre-tax gain of approximately $8.3 million will be recognized on the Transaction, which will be included in the Corporation’s financial results for the second quarter of 2026.

Tom Cherry, President and CEO of the Corporation, stated, “We elected to use this opportunity offered by the sale of our membership interest in Bearing to proactively reposition our securities

portfolio, which we anticipate will provide meaningful earnings improvement and enhanced net interest margin moving forward.”

Forward-Looking Statements. This press release contains statements concerning the Corporation’s expectations, plans, objectives or beliefs regarding future financial performance and other statements that are not historical facts, which may constitute “forward-looking statements” as defined by federal securities laws. Forward-looking statements generally can be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “might,” “will,” “intend,” “target,” “should,” “could,” or similar expressions, are not statements of historical fact, and are based on management’s beliefs, assumptions and expectations regarding future events or performance as of the date of this press release, taking into account all information currently available. These statements may include, but are not limited to: statements made in Mr. Cherry’s quotation , statements regarding the Transaction, including the Corporation’s expected gain to be recognized on the Transaction and the anticipated impact of the Transaction on the Corporation’s tangible book value per share, and statements regarding the Portfolio Restructuring, including the anticipated benefits from the Portfolio Restructuring to earnings per share and net interest margin. The Corporation’s ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain. Factors that could have a material adverse effect on the operations and future

prospects of the Corporation and its subsidiaries include, but are not limited to, the possibility that the expected financial impacts of the Transaction or the Portfolio Restructuring may differ from current expectations, including as a result of post-closing price or other adjustments to consideration received with respect to the Transaction; business, economic, tax and other factors affecting the Transaction and the Portfolio Restructuring; and other factors, many of which are beyond the Company’s control, including those detailed in the Corporation’s publicly filed documents, including its Annual Report on Form 10-K for the year ended December 31, 2025 and other reports filed with the Securities and Exchange Commission. Readers should not place undue

reliance on any forward-looking statement. There can be no assurance that actual results will not differ materially from historical results or those expressed in or implied by such forward-looking statements, or that the beliefs, assumptions and expectations underlying such forward-looking statements will be proven to be accurate. Forward-looking statements are made as of the date of this press release, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which the statement was made, except as otherwise required by law.

About C&F

C&F Bank operates 31 banking offices and five commercial loan offices located throughout Virginia and offers full wealth management services through its subsidiary C&F Wealth Management, Inc. C&F Mortgage Corporation and its subsidiary C&F Select LLC provide mortgage loan origination services through offices located in Virginia and the surrounding states.

C&F Finance Company provides automobile, marine and recreational vehicle loans through indirect lending programs offered primarily in the Mid-Atlantic, Midwest and Southern United States from its headquarters in Henrico, Virginia.

Additional information regarding the Corporation’s products and services, as well as access to its filings with the Securities and Exchange Commission, are available on the Corporation’s website at http://www.cffc.com.

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did C&F Financial Corporation (CFFI) complete involving Bearing Insurance Group?

C&F Financial completed the sale of its membership interest in Bearing Insurance Group, LLC to an unaffiliated third party, effective May 1, 2026. The company expects to recognize an estimated pre-tax gain of approximately $8.3 million in its second-quarter 2026 financial results.

How is C&F Financial (CFFI) restructuring its securities available-for-sale portfolio?

Following the Bearing sale, C&F Financial sold $72.6 million in book value of securities available for sale with a 1.40% weighted average yield and bought about $67.8 million of securities yielding roughly 4.70%, as part of a strategic portfolio restructuring initiative.

What financial impact does C&F Financial (CFFI) expect from the portfolio restructuring?

The portfolio restructuring is estimated to result in a pre-tax loss of about $7.1 million, expected to be recovered over roughly 3.3 years. On an annualized basis, management expects it to improve earnings per share by about $0.51 and net interest margin by approximately 9 basis points.

What portion of C&F Financial’s (CFFI) securities portfolio was involved in the restructuring?

C&F Financial sold $72.6 million in book value of securities available for sale, which represented approximately 14.7% of its total securities portfolio. These lower-yielding securities were replaced with higher-yield assets to support improved earnings and margin performance.

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EX-99.1 19.0 KB