Cecil Bancorp results folded into ENB Financial (ENBP) acquisition filing

Q: How large is Cecil Bancorp, Inc. that ENB Financial (ENBP) acquired?

Cecil had $223.5 million in total assets and $190.9 million in deposits as of December 31, 2024 . Loans receivable were $168.5 million and total stockholders’ equity was $28.6 million , illustrating a small community banking platform added to ENB.

Q: What were Cecil Bancorp’s recent earnings before its acquisition by ENB Financial (ENBP)?

Cecil reported 2024 net income of $190 thousand , down from $591 thousand in 2023. The decline reflected higher interest expense, a larger credit loss provision, and a one-time $806 thousand fraud loss, partly offset by a $778 thousand insurance recovery.

Q: How did the fraud loss and insurance recovery affect Cecil Bancorp’s 2024 results?

In 2024 Cecil recorded a $806 thousand customer-related fraud loss and a $778 thousand insurance reimbursement. The net impact reduced earnings but limited permanent damage, contributing to modest $190 thousand net income and $112 thousand total comprehensive income for the year.

Q: What capital position did Cecil Bancorp contribute to ENB Financial (ENBP)?

Cecil ended 2024 with $28.6 million in stockholders’ equity on $223.5 million of assets. Its balance sheet included $21.9 million of available-for-sale securities and $166.7 million in net loans, providing ENB additional earning assets and community banking relationships.

Q: What pro forma information is included for ENB Financial (ENBP) after acquiring Cecil?

The amendment includes an unaudited pro forma combined statement of condition as of the nine months ended September 30, 2025 and an unaudited pro forma combined statement of income for the nine months ended September 30, 2025 and year ended December 31, 2024.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

ENB Financial Corp filed an amendment to its current report to add required financial information for its acquisition of Cecil Bancorp, Inc., which closed effective February 1, 2026. The amendment supplies Cecil’s audited 2023–2024 statements and unaudited pro forma financials for ENB.

Cecil is a community bank operating in Maryland with $223.5 million in total assets and $190.9 million in deposits as of December 31, 2024. Loans totaled $168.5 million and stockholders’ equity $28.6 million. Cecil earned $190 thousand of net income in 2024, down from $591 thousand in 2023, as higher interest expense and a $806 thousand fraud loss offset $11.9 million of interest income and a $778 thousand insurance recovery. Comprehensive income was $112 thousand in 2024.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Total assets: $223.5M Total deposits: $190.9M Net loans receivable: $166.7M +5 more

8 metrics

Total assets $223.5M Cecil Bancorp as of December 31, 2024

Total deposits $190.9M Cecil Bancorp as of December 31, 2024

Net loans receivable $166.7M Cecil Bancorp as of December 31, 2024

Stockholders’ equity $28.6M Cecil Bancorp as of December 31, 2024

Net income $190K Cecil Bancorp for the year ended December 31, 2024

Net income prior year $591K Cecil Bancorp for the year ended December 31, 2023

Fraud loss $806K One-time customer-related fraud loss in June 2024

Insurance recovery $778K Insurance claim reimbursement received October 2024

Key Terms

allowance for credit losses, current expected credit losses (CECL), Bank Term Funding Program, Common Equity Tier 1 capital, +2 more

6 terms

allowance for credit losses financial

"The allowance for credit losses (“Allowance” or “ACL”) is established through a provision for credit losses charged to earnings."

Allowance for credit losses is a reserve set aside by a financial institution to cover potential losses from borrowers who may not repay their loans. It acts like a safety net, helping the institution prepare for loans that might turn sour. For investors, it signals how cautious the institution is about the quality of its loans and potential risks to its financial health.

current expected credit losses (CECL) financial

"The Bank utilizes a third-party model to tabulate its estimate of current expected credit losses (“CECL”), using the average charge-off method."

Current Expected Credit Losses (CECL) is an accounting standard that requires lenders and companies with loans or receivables to estimate and record the lifetime expected losses up front, rather than waiting until a loss is probable. Investors care because CECL changes reported profits and the amount of reserves a firm must hold — like a household setting aside a larger rainy‑day fund based on forecasted storms — which affects capital, dividend capacity and the perceived financial strength of a company.

Bank Term Funding Program financial

"During the year ended December 31, 2023, the Company began participating in the Federal Reserve Bank of Richmond’s Bank Term Funding Program (“BTFP”)."

A bank term funding program is a central bank’s temporary lending facility that gives banks a multi‑week or multi‑month loan using high‑quality assets as collateral, like an emergency line of credit secured by securities. It matters to investors because it helps banks cover short‑term cash needs without selling assets at a loss, reducing the chance of bank runs or failures and stabilizing bank shares, lending conditions, and overall market confidence.

Common Equity Tier 1 capital financial

"Common equity tier 1 capital ratio | | | 22,260 | | | | 12.33 %"

Core capital a bank holds consisting mainly of common shares and retained profits that can absorb losses without forcing the bank to sell assets or seek emergency help; items that can’t reliably cover losses are excluded. Think of it as the bank’s shock-absorbing cushion: a higher common equity tier 1 (CET1) level and ratio means regulators and investors view the bank as better able to survive bad loans or market shocks, so it signals lower risk to shareholders and creditors.

nonaccrual loans financial

"The Company places loans, except for consumer loans, on nonaccrual when any portion of the principal or interest is ninety days past due and collateral is insufficient."

Nonaccrual loans are loans a lender has stopped counting toward interest income because the borrower is overdue or unlikely to pay; the lender only records cash payments received and may set aside extra funds to cover potential losses. For investors, a rising number or amount of nonaccrual loans signals weaker credit quality, lower future interest revenue and larger potential write-downs — similar to pausing expected subscription income when many customers stop paying.

available-for-sale securities financial

"Debt securities not classified as held-to-maturity or trading securities are considered available-for-sale and are reported at estimated fair value."

Available-for-sale securities are investments in stocks, bonds or similar instruments that a company does not intend to trade frequently but may sell before they mature. They matter to investors because changes in the market value of these holdings show up as paper gains or losses on the company's balance sheet rather than immediately in profit, so they can affect reported net worth and the timing of income without changing day-to-day earnings. Think of them like items on a household shelf you might sell later: their value moves with the market even if you haven’t cashed out.

Understanding 8-K Material Events →

04/17/2026 - 09:35 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

______________

Date of Report (Date of earliest event reported): February 1, 2026

ENB Financial Corp

(Exact name of Registrant as specified in its charter)

Pennsylvania

000-53297

51-0661129

(State or other

jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

31 E. Main St., Ephrata, PA		17522-0457
(Address of principal executive offices)		(Zip Code)

(717) 733-4181

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐ 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
None		N/A		N/A

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 Act of 1934 (§240.12b-2 of this chapter).

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. ☐

CURRENT REPORT ON FORM 8-K

Explanatory Note

Effective February 1, 2026, ENB Financial Corp (“ENB”) completed its acquisition of Cecil Bancorp, Inc. (“Cecil”) pursuant to the Agreement and Plan of Stock Acquisition, dated as of August 12, 2025, by and among ENB, ENB South Acquisition Subsidiary, Inc. (“Acquisition Subsidiary”), The Ephrata National Bank, Cecil, and Cecil Bank. ENB filed a Current Report on Form 8-K with the Securities and Exchange Commission to report the completion of the acquisition and related matters. The purpose of this Amendment No. 1 to Current Report on Form 8-K/A is to amend the Form 8-K filed on February 2, 2026, to include the information required by Item 9.01(a) and (b).

ITEM 9.01

Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

(1)

The audited consolidated financial statements of Cecil as of and for the years ended December 31, 2024 and 2023, and the accompanying notes thereto, and the related Independent Auditor’s Report are attached hereto as Exhibit 99.1.

(2)

The unaudited consolidated financial statements of Cecil as of and for the nine months ended September 30, 2025 and 2024, are attached hereto as Exhibit 99.2.

(b) Pro Forma Financial Information

The unaudited pro forma combined condensed statement of condition of ENB as of the nine months ended September 30, 2025, and the unaudited pro forma combined condensed statement of income as of and for the nine months ended September 30, 2025, and the year ended December 31, 2024, are attached hereto as Exhibit 99.3.

This Form 8-K/A does not modify or update the consolidated financial statements of ENB included in ENB’s Annual Report on Form 10-K for the year ended December 31, 2025, nor does it reflect any subsequent information and events.

(d) Exhibits.

	Exhibit Number	Description

	23.1	Consent of Yount, Hyde & Barbour, P.C.

	99.1	The audited consolidated financial statements of Cecil as of and for the years ended December 31, 2024 and 2023, and the accompanying notes thereto, and the related Independent Auditor’s Report.

	99.2	The unaudited consolidated financial statements of Cecil as of and for the nine months ended September 30, 2025 and 2024.

	99.3	The unaudited pro forma combined statement of condition of ENB as of the nine months ended September 30, 2025, and the unaudited pro forma combined statement of income as of and for the nine months ended September 30, 2025.

	104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	ENB FINANCIAL CORP
	(Registrant)


Dated: April 17, 2026	/s/ Douglas P. Barton
	Douglas P. Barton
	Executive Vice President/Chief Financial Officer and Treasurer (Principal Financial Officer)

Exhibit 99.1

CECIL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

INDEX

		Page

INDEPENDENT AUDITOR’S REPORT		1

CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheets		3
Statements of Income		4
Statements of Comprehensive Income (Loss)		5
Statements of Changes in Stockholders’ Equity		6
Statements of Cash Flows		7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		8

Independent Auditor’s Report

Board of Directors and Stockholders

Cecil Bancorp, Inc.

Opinion

We have audited the consolidated financial statements of Cecil Bancorp, Inc. and its subsidiary (the Company), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income (loss), changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in aggregate, they would influence the judgement made by a reasonable user based on the financial statements.

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In performing an audit in accordance with GAAS, we:

Exercise professional judgement and maintain professional skepticism throughout the audit.

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

Conclude whether, in our judgement, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

YHB signture

Richmond, Virginia

April 9, 2025

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CECIL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2024 AND 2023

(in thousands, except per share data)

ASSETS
	2024			2023

Cash and due from banks	$	579		$	429
Interest bearing deposits with banks		16,657			14,179
Federal funds sold		846			543
Total cash and cash equivalents		18,082			15,151
Securities available-for-sale at fair value		21,944			17,759
Restricted investment securities – at cost		1,192			1,046
Loans receivable		168,492			181,285
Less: Allowance for loan credit losses		(1,766	)		(1,775	)
Net loans receivable		166,726			179,510
Premises and equipment, net		2,655			2,754
Accrued interest receivable		1,091			972
Deferred tax assets, net		9,734			9,780
Other assets		2,094			4,238
TOTAL ASSETS	$	223,518		$	231,210

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES:
Deposits	$	190,928		$	194,746
Advances from Federal Reserve Bank of Richmond		—			7,000
Advances from Federal Home Loan Bank of Atlanta		2,750			—
Other liabilities		1,273			1,171
Total liabilities		194,951			202,917

STOCKHOLDERS’ EQUITY:
Common stock, $.01 par value; authorized 1,000,000,000 shares in 2024 and 2023, issued and outstanding 11,741,571 voting shares and 3,885,427 nonvoting shares in 2024 and 11,577,504 voting shares and 3,885,427 nonvoting shares in 2023		156			154
Additional paid in capital		53,051			52,891
Retained deficit		(22,792	)		(22,982	)
Accumulated other comprehensive income (loss)		(1,848	)		(1,770	)
Total stockholders’ equity		28,567			28,293
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	223,518		$	231,210

See accompanying notes to consolidated financial statements.

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CECIL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(in thousands, except per share data)

	2024		2023

INTEREST INCOME:
Interest and fees on loans	$	10,093	$	9,123
Interest on investment securities		633		354
Dividends on FHLB and FRB stock		64		59
Other interest income		1,112		1,015
Total interest income		11,902		10,551

INTEREST EXPENSE:
Interest expense on deposits		4,207		2,762
Interest expense on advances from Federal Reserve Bank of Richmond		233		17
Interest expense on advances from Federal Home Loan Bank of Atlanta		63		—
Total interest expense		4,503		2,779

NET INTEREST INCOME		7,399		7,772
PROVISION FOR CREDIT LOSSES		1,215		1,090
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES		6,184		6,682

NONINTEREST INCOME:
Deposit account fees		126		135
ATM fees		340		359
Gain (loss) on sale of repossessed assets		97		14
Gain (loss) on disposal of premises and equipment		—		(5	)
Insurance proceeds		778		—
Other		47		271
Total noninterest income		1,388		774

NONINTEREST EXPENSE:
Salaries and employee benefits		3,240		3,061
Occupancy expense		444		445
Equipment and data processing expense		1,081		1,019
Professional fees		622		723
FDIC deposit insurance premium		220		234
Other real estate owned expense, (gain) loss on sale, and valuation adjustments, net		5		(14	)
Insurance expense		105		232
Fraud loss		806		—
Other		784		937
Total noninterest expense		7,307		6,637

INCOME (LOSS) BEFORE INCOME TAXES		265		819
INCOME TAX EXPENSE (BENEFIT)		75		228
NET INCOME (LOSS)	$	190	$	591

Earnings (loss) per common share - basic	$	0.01	$	0.04
Earnings (loss) per common share - diluted	$	0.01	$	0.04

See accompanying notes to consolidated financial statements.

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CECIL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(in thousands)

	2024			2023

Net income (loss)	$	190		$	591
Other comprehensive income (loss):
Net unrealized gain (loss) on securities available-for-sale, net of deferred taxes of $29 in 2024 and $54 in 2023		(78	)		(144	)
Other comprehensive income (loss)		(78	)		(144	)
Total comprehensive income (loss)	$	112		$	447

See accompanying notes to consolidated financial statements.

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CECIL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(in thousands)

								Accumulated
			Additional					Other			Total
	Common		Paid-In		Retained			Comprehensive			Stockholders’
	Stock		Capital		Deficit			Income (Loss)			Equity

BALANCES AT JANUARY 1, 2023	$	154		52,660		(22,740	)		(1,626	)		28,448

Net income (loss)		—		—		591			—			591
Other comprehensive income (loss)		—		—		—			(144	)		(144	)
Adoption of Accounting Standards Update 2016-13		—		—		(833	)		—			(833	)
Stock-based compensation		—		231		—			—			231

BALANCES AT DECEMBER 31, 2023	$	154	$	52,891	$	(22,982	)	$	(1,770	)	$	28,293

Net income (loss)		—		—		190			—			190
Other comprehensive income (loss)		—		—		—			(78	)		(78	)
Stock-based compensation		2		160		—			—			162

BALANCES AT DECEMBER 31, 2024	$	156	$	53,051	$	(22,792	)	$	(1,848	)	$	28,567

See accompanying notes to consolidated financial statements.

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CECIL BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(in thousands)

	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	190		$	591
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation of premises and equipment		164			163
Amortization of right of use assets		113			79
Amortization (accretion) of investment securities		(106	)		57
Provision for credit losses		1,215			1,090
(Gain) loss on sale of repossessed assets		(97	)		(14	)
(Gain) loss on sale and valuation adjustments of other real estate owned, net		—			(22	)
(Gain) loss on disposal of premises and equipment		—			5
Stock-based compensation		162			231
Deferred tax expense (benefit)		75			228
Net change in:
Accrued interest receivable and other assets		4,230			3,599
Other liabilities		(18	)		(1,071	)
Net cash provided by (used in) operating activities		5,928			4,936

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales, maturities, calls and principal payments
of investment securities available-for-sale		2,019			1,024
Purchase of investment securities available-for-sale		(6,205	)		(5,262	)
Net (purchase) redemption of restricted investment securities		(146	)		(83	)
Purchase of loans		(37,087	)		(45,078	)
Net decrease in loans		46,555			47,069
Proceeds from sale of other real estate owned		—			269
Proceeds from sale of premises and equipment		—			4
Purchases of premises and equipment		(65	)		(8	)
Net cash provided by (used in) investing activities		5,071			(2,065	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposits		(3,818	)		(12,381	)
Net increase (decrease) in advances from Federal Reserve Bank of Richmond		(7,000	)		7,000
Net increase (decrease) in advances from Federal Home Loan Bank of Atlanta		2,750			—
Net cash provided by (used in) financing activities		(8,068	)		(5,381	)

Increase (decrease) in cash and cash equivalents		2,931			(2,510	)
Cash and cash equivalents at beginning of year		15,151			17,661
Cash and cash equivalents at end of year	$	18,082		$	15,151

Supplemental disclosure of cash flows information:
Cash paid for interest	$	4,507		$	2,765
Cash paid for income taxes	$	—		$	—

Supplemental disclosure of noncash investing and financing activities:
Unrealized loss on investment securities available-for-sale	$	(107	)	$	(198	)
Transfer of loans to repossessed assets	$	2,222		$	553

See accompanying notes to consolidated financial statements.

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CECIL BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

1.	SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of Cecil Bancorp, Inc. (the “Company”) and its wholly owned subsidiary, Cecil Bank (the “Bank”), together with its subsidiaries, Cecil Financial Services Corporation, Novo Realty, LLC, Route 9 Old New Castle, LLC, and Chesapeake Club Subdivision, LLC conform to accounting principles generally accepted in the United States of America.

The following is a summary of the more significant accounting policies:

Nature of Operations

Through its subsidiary bank, the Company conducts full-service commercial banking primarily in Cecil County, Maryland. Services to individuals and businesses include accepting deposits, and extending real estate, consumer and commercial loans and lines of credit.

Policy for Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiary. Consolidation has resulted in the elimination of all significant intercompany balances and transactions. The financial statements of the Company (parent only) include its investment in its subsidiary under the equity method of accounting.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for credit losses, other real estate owned valuation, deferred tax valuation allowance, and impairment of investment securities.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, highly liquid investments with original maturities of three months or less are classified as cash and cash equivalents. Assets categorized in the balance sheet as cash and due from banks, interest bearing deposits with banks, and federal funds sold are considered cash and cash equivalents. Interest bearing deposits with banks generally exceed balances that are recoverable under Federal Deposit Insurance Corporation (“FDIC”) insurance.

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Investment Securities

Debt securities the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and recorded at amortized cost. Debt securities are classified as trading securities if bought and held principally for the purpose of selling them in the near-term. Trading securities are reported at estimated fair value, with unrealized gains and losses included in earnings. Debt securities not classified as held-to-maturity or trading securities are considered available-for-sale and are reported at estimated fair value, with unrealized gains and losses excluded from earnings and reported, on an after-tax basis, as a separate component of stockholders’ equity, in accumulated other comprehensive income. The Company designates debt securities into one of the three categories at the time of purchase.

Premiums and discounts on investments are recognized in interest income over the terms of the securities using methods that approximate the interest method. Premiums on callable securities are amortized through the earliest call date. For debt securities classified as available-for-sale, impairment is recognized in its entirety in net income if either (1) we intend to sell the security or (2) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If, however, the Bank does not intend to sell the security and it is not more likely than not that the Bank will be required to sell the security before recovery, the Bank evaluates unrealized losses to determine whether a decline in fair value below amortized cost basis is a result of a credit loss, which occurs when the amortized cost basis of the security exceeds the present value of the cash flows expected to be collected from the security, or other factors such as changes in market interest rates. If a credit loss exists, an allowance for credit losses is recorded that reflects the amount of the impairment related to credit losses, limited by the amount by which the security’s amortized cost basis exceeds its fair value. Changes in the allowance for credit losses are recorded in net income in the period of change and are included in the provision for credit losses. Changes in the fair value of debt securities available-for-sale not resulting from credit losses are recorded in other comprehensive income/loss. The Bank regularly reviews unrealized losses in its investment securities and cash flows expected to be collected from impaired securities based on criteria including the extent to which market value is below amortized cost, the financial health of and specific prospects for the issuer, the Bank’s intention with regard to holding the security to maturity, and the likelihood that the Bank would be required to sell the security before recovery. The Bank measures expected credit losses on held-to-maturity securities. The adoption of ASC 326 did not affect the carrying value of debt securities or the amount of unrealized gains/losses recorded in accumulated other comprehensive income (loss). Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

Restricted Investment Securities

Restricted investment securities consist of Federal Reserve Bank of Richmond (“FRB”), Federal Home Loan Bank of Atlanta (“FHLB”), and Community Bankers’ Bank (“CBB”) stock which are required by law or are restricted as to marketability. Because the investment securities are not marketable, they are reported at cost and periodically evaluated for impairment based on the ultimate recovery of par value. As of December 31, 2024 and 2023, the Company met all stock ownership requirements set forth by the FRB, FHLB, and CBB.

Loans Receivable

Loans are stated at their principal balance outstanding net of any deferred fees and costs. Interest income on loans is accrued at the contractual rate based on the principal outstanding. Loan origination fees, net of certain direct origination costs, as well as purchased loan premiums and discounts, are deferred and recognized in interest income using the level-yield method. The Company places loans, except for consumer loans, on nonaccrual when any portion of the principal or interest is ninety days past due and

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collateral is insufficient to discharge the debt in full. Interest accrual may also be discontinued earlier if, in management’s opinion, collection is unlikely. Generally, consumer installment loans are not placed on nonaccrual, but are charged off when they are three months past due.

Allowance for Credit Losses

During June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”). ASC 326, as amended, requires an entity to measure expected credit losses for financial assets carried at amortized cost based on historical experience, current conditions, and reasonable and supportable forecasts. ASC 326 also amended the impairment model for available for sale securities and addressed purchased financial assets with deterioration. The Bank adopted ASC 326 as of January 1, 2023 in accordance with the required implementation date and recorded the impact of adoption to retained deficit, net of deferred income taxes, as required by the standard. Subsequent to adoption, the Bank records adjustments to its allowance for credit losses and reserves for unfunded commitments through the provision for credit losses in the consolidated statements of operations.

The allowance for credit losses (“Allowance” or “ACL”) is established through a provision for credit losses charged to earnings. Losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The Allowance is evaluated on a regular basis, but not less than quarterly, by management and is based upon management’s judgment of the amount necessary to absorb the lifetime expected losses that may be sustained on outstanding loans at the balance sheet date based on the evaluation of the size and current risk characteristics of the loan portfolio, past events, current conditions, reasonable and supportable forecasts of future economic conditions, and prepayment experience.

The Bank utilizes a third-party model to tabulate its estimate of current expected credit losses (“CECL”), using the average charge-off method. In accordance with ASC 326, the Bank has segmented its loan portfolio and unfunded commitments based on similar risk characteristics which generally classifies them based on the call report codes. Due to the significant balance of purchased loans, the Bank has further segmented its commercial business and consumer loans based on the seller/servicer of these purchased portfolios. The Bank primarily utilizes the historical loss rate for similarly sized institutions in the State of Maryland, beginning in March 2000, for its quantitative component of CECL. To further adjust the allowance for credit losses for expected losses not already included within the quantitative component of the calculation, the Bank may consider the following qualitative adjustment factors: national, regional, and local economic conditions; changes in collateral values; existence of concentrations of credit; changes in the volume and severity of past due and nonaccrual loans; changes in the nature and volume of loans; the quality of the Bank’s loan review process; and changes in the experience and depth of lending staff.

Loans and unfunded commitments that do not share risk characteristics are evaluated on an individual basis. The individually evaluated loans and unfunded commitments are those that are classified as either doubtful or substandard, or are otherwise considered impaired. For these instruments, the Allowance is established when the collateral value or observable market price, adjusted for estimated costs to sell, is lower than the carrying value.

The adoption of ASC 326 did not result in a significant change to any other credit risk management and monitoring processes, including identification of past due borrowers, nonaccrual practices, or the Bank’s charge-off policies.

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Premises and Equipment

Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation and amortization. Premises and equipment, including costs related to developing or obtaining software for internal use, are depreciated on a straight-line basis over their useful lives, which range from three to seven years for furniture, fixtures and equipment to thirty-nine years for buildings and building improvements. Leasehold improvements are amortized over the shorter of their estimated useful economic lives or the lives of the leases. Maintenance and repairs are charged to expense as incurred, while improvements which extend the useful life are capitalized and depreciated over the remaining life. Interest costs on the original purchase, significant repairs, and construction expenditures relating to Bank premises are capitalized at the Bank’s average cost of funds and depreciated over the life of the building.

Other Real Estate Owned

Other real estate owned (“OREO”) comprises properties acquired in partial or total satisfaction of problem loans. The properties are recorded at fair value at the date acquired, less estimated costs of disposal, which establishes a new cost basis. Losses arising at the time of acquisition of such properties are charged against the ACL. Subsequent write-downs that may be required are expensed when incurred and included in noninterest expense. Gains and losses realized from sales and expenses of operation are included in noninterest expense.

Revenue Recognition

ASC Topic 606 “Revenue from Contracts with Customers” does not apply to revenue associated with financial instruments, including revenue from loans and investment securities. Topic 606 is applicable to noninterest revenue such as deposit related fees and debit card fees. Substantially all of the Company’s noninterest revenue is generated from contracts with customers. Noninterest income included within the scope of Topic 606 is discussed below.

Deposit account fees consist of monthly service fees, insufficient funds fees, check orders, and other deposit related fees. The Company’s performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Insufficient funds fees, check orders, and other deposit related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for deposit account fees is primarily received immediately or at the end of the month through a direct charge to customers’ accounts.

ATM fees are generated from the Company’s cardholders using other banks’ ATMs, the use of the Company’s ATMs by non-bank cardholders, and interchange fees earned from usage of the Company’s debit cards in payment networks such as MasterCard. Other noninterest income consists primarily of safe deposit box fees, wire transfer fees, and official check fees. The Company’s performance obligation is satisfied, and related revenue recognized when the services are received. Payment of these fees is received immediately in the case of ATM fees, wire transfer fees, and official check fees. With respect to safe deposit box fees, revenue is recognized on the cash basis, which is materially within the duration of the performance obligation.

Gains/losses on sales of OREO result from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform the obligations under the contract and whether collectability of the transaction price is probable. In determining the

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gain/loss on sale, the Company adjusts the transaction price and the related gain/loss on sale if a significant financing component is present.

Income Taxes

Income tax expense is based on the results of operations, adjusted for permanent differences between items of income or expense reported in the financial statements and those reported for tax purposes. Under the liability method, deferred income taxes are determined based on the differences between the financial statement carrying amounts and the income tax basis of assets and liabilities and are measured at the enacted tax rates that will be in effect when these differences reverse. A valuation allowance reduces deferred tax assets to the amount expected to be realized. The Company recognizes interest and penalties related to income tax matters in other noninterest expense. The Company does not have any uncertain tax positions that are deemed material and did not recognize any adjustments for unrecognized tax benefits.

Advertising

Advertising costs are expensed as incurred. Advertising expense was $13 thousand and $24 thousand for the years ended December 31, 2024 and 2023, respectively.

Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) are calculated by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share are calculated by adjusting the denominator of the basic earnings per share computation for the effects of all dilutive potential common shares outstanding during the period. The dilutive effects of options, warrants, and their equivalents are computed using the treasury stock method.

Comprehensive Income (Loss)

The Company reports comprehensive income (loss) which includes net income (loss), as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. The Company’s only significant element of other comprehensive income (loss) is unrealized gains and losses on available-for-sale securities.

Transfers of Financial Assets

The Company accounts for transfers and servicing of financial assets in accordance with ASC Topic 860, Transfers and Servicing. Transfers of financial assets are accounted for as sales only when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Stock Based Compensation

Compensation cost is recognized for stock options, restricted stock and other stock awards issued to employees, based on the fair value of those awards at the date of grant. Compensation cost is recognized over the required service period, generally defined as the vesting period.

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Subsequent Events

Subsequent events have been evaluated for potential recognition and/or disclosure through the date of the Independent Auditor’s Report, which is the date these financial statements were available to be issued. The Company evaluates subsequent events that have occurred after the balance sheet date, but before the financial statements are issued. There are two types of subsequent events (1) recognized, or those that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date.

Loss Contingencies

Loss contingencies, including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe there are now such matters that will have a material effect on the consolidated financial statements.

Fraud Losses

The Bank sustained a one-time customer related fraud loss during June 2024 in the amount of $806 thousand. The Bank subsequently received a $778 thousand insurance claim reimbursement in October 2024. These items are shown separately in the Consolidated Statement of Income for the year ended December 31, 2024.

2.	RECENT ACCOUNTING PRONOUNCEMENTS

In December 2023, the Financial Accounting Standards Board (FASB) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this ASU require an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, which is greater than five percent of the amount computed by multiplying pretax income by the entity’s applicable statutory rate, on an annual basis. Additionally, the amendments in this ASU require an entity to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions that are equal to or greater than five percent of total income taxes paid (net of refunds received). Lastly, the amendments in this ASU require an entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis; however, retrospective application is permitted. The Company does not expect the adoption of ASU 2023-06 to have a material impact on its consolidated financial statements.

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3.	INVESTMENT SECURITIES

Investment securities have been classified in the consolidated balance sheets according to management’s intent and ability to hold the investment.

Investment securities at December 31, 2024 and 2023 are summarized in the following table (in thousands).

	2024
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value

Available-for-Sale:
SBA securitized loan pools	$	624	$	—	$	22	$	602
Mortgage-backed securities		22,694		10		2,500		20,204
Corporate bonds		1,175		—		37		1,138
	$	24,493	$	10	$	2,559	$	21,944

	2023
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value

Available-for-Sale:
SBA securitized loan pools	$	161	$	—	$	14	$	147
Mortgage-backed securities		18,864		45		2,396		16,513
Corporate bonds		1,175		—		76		1,099
	$	20,200	$	45	$	2,486	$	17,759

At December 31, 2024 and 2023, investment securities with a carrying value of $14.8 million and $11.4 million, respectively, were pledged to the FRB. At December 31, 2024 and 2023, investment securities with a carrying value of $129 thousand and $0, respectively, were pledged to the FHLB.

The contractual maturities of investment securities at December 31, 2024 (in thousands) are shown below. The values shown are carrying values. Expected maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

	Carrying		Due Within		Due Between		Due Between		Due After
	Value		One Year		1-5 Years		5-10 Years		10 Years
Available-for-Sale:
SBA securitized loan pools	$	602	$	—	$	473	$	—	$	129
Mortgage-backed securities		20,204		—		—		1,663		18,541
Corporate bonds		1,138		—		656		482		—
	$	21,944	$	—	$	1,129	$	2,145	$	18,670

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As of December 31, 2024, unrealized losses (in thousands) on securities were comprised of the following based on the length of time that the securities have been in a continuous loss position:

	Less than 12 Months				More than 12 Months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
Available-for-Sale:
SBA securitized loan pools	$	473	$	10	$	129	$	12	$	602	$	22
Mortgage-backed securities		8,646		88		10,224		2,412		18,870		2,500
Corporate bonds		—		—		1,138		37		1,138		37
	$	9,119	$	98	$	11,491	$	2,461	$	20,610	$	2,559

As of December 31, 2023, unrealized losses (in thousands) on securities were comprised of the following based on the length of time that the securities have been in a continuous loss position:

	Less than 12 Months				More than 12 Months				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
Available-for-Sale:
SBA securitized loan pools	$	—	$	—	$	147	$	14	$	147	$	14
Mortgage-backed securities		1,496		1		11,204		2,395		12,700		2,396
Corporate bonds		—		—		1,099		76		1,099		76
	$	1,496	$	1	$	12,450	$	2,485	$	13,946	$	2,486

As of December 31, 2024 and 2023, management does not have the intent to sell any of the securities classified as available for sale in the tables above and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The decline in the fair market value of the Company’s residential mortgage-backed securities and the resultant unrealized loss at December 31, 2024 and 2023 is the result of an increase in the market rates of interest. Management does not believe any of the securities are impaired due to credit quality. Accordingly, as of December 31, 2024 and 2023, management believes the impairments detailed in the tables above are temporary and no allowance for credit losses has been recorded.

As of December 31, 2024, there were two Small Business Administration (“SBA”) securitized loan pools, thirty-nine mortgage-backed securities, and three corporate bonds in an unrealized loss position. As of December 31, 2023, there was one SBA securitized loan pool, twenty-five mortgage-backed securities, and three corporate bonds in an unrealized loss position.

During the years ended December 31, 2024 and 2023, the Company did not sell any investment securities.

4.	LOANS AND ALLOWANCE FOR LOAN CREDIT LOSSES

The Company has segregated its loan portfolio into six segments, including consumer, commercial business, commercial real estate, construction and land development, 1-4 family residential and home equity, and multi-family residential.

The Company originates loans in its local market area in Northeastern Maryland in Cecil County and surrounding areas. In addition, to supplement its local lending activities, the Company also purchases consumer and commercial loans and loan participations from other financial institutions and independent finance companies. Purchased loans are generally purchased in pools and are extended to both consumer

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and commercial borrowers located throughout the United States. The performance of the loan portfolio will be influenced by both regional and national economic conditions.

The Company's consumer loans consist of automobile loans, boat loans, deposit account secured loans, and other consumer loans. The loans are generally offered for terms of 5 to 20 years at fixed interest rates. Repossessed collateral for a defaulted loan may not provide an adequate source of repayment as a result of damage, loss, or depreciation. In addition, collections are dependent on the borrower's continuing financial stability and thus are more likely to be adversely affected by job loss, divorce, illness, or personal bankruptcy. During the years ended December 31, 2024, and 2023, the Company purchased $37.1 million and $32.4 million in consumer loans, respectively.

The Company offers secured and unsecured commercial business loans and lines of credit. Commercial loans are generally extended on a secured basis, secured by equipment, inventory, accounts receivable, vehicles, or other business assets. Lines of credit are generally extended for periods of up to 1 year and may be extended on either a secured or unsecured basis. Commercial term loans secured by equipment or vehicles are generally extended for periods of 3 to 7 years at fixed interest rates but may be extended for longer periods based on the useful life of the collateral. Personal guarantees of the business owners are generally required. Commercial business lending entails significant risk, as the payments on such loans generally depend upon the successful operations and management of the business involved. The Company attempts to limit its risk of loss on such loans by limiting the amount and the term, and by requiring personal guarantees of the business owner(s). During the years ended December 31, 2024 and 2023, the Company purchased $0 and $12.7 million in commercial loans, respectively.

The Company primarily originates commercial real estate loans in its local market area. These loans are generally larger and involve greater risks than one-to-four family residential loans. Because payments on these loans are often dependent on the successful operation or management of the property, repayment of such loans may be subject to a greater extent to adverse conditions in the real estate market or the economy. The Company seeks to minimize these risks in a variety of ways, including requiring substantial down payments from borrowers, with loans generally limited to the lesser of 75-80% of cost or appraised values. Personal guarantees of the property owners are generally required. Commercial real estate loans typically have balloon maturities of 5 to 10 years and are generally extended with fixed rates that adjust after 5 years. Amortization periods may vary based on collateral type but are generally amortized over periods of 20 to 25 years. The Company's commercial real estate loans are typically secured by retail properties, motels/hotels, and industrial or warehouse facilities.

Construction and land development lending primarily involves lending for construction of single-family residences, although the Company does extend credit for the construction of commercial properties and multi-family real estate. The majority of loans made for the purpose of constructing residential homes have loan to-value ratios of 80% or less. Loan proceeds are disbursed during the construction phase according to a draw schedule based on the stage of completion. Construction projects are regularly inspected by contracted inspectors or Bank personnel. Construction loans are underwritten based on the estimated “as complete” value of the property. The Bank originates loans secured by raw land, which are generally granted to developers; these loans have terms of 1 to 3 years. Land loans generally have loan-to-value ratios not exceeding 65%. Land loans have a higher level of risk than residential mortgage loans because their values tend to fluctuate more frequently and in a more pronounced manner. The Company has sought to minimize this risk by offering such financing primarily to builders and developers with whom the Bank has established relationships and to persons who have previous experience with such projects.

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The Company makes residential mortgage loans and home equity lines of credit secured by 1-4 family residential properties. Most loans in this segment are secured by properties located in the Company's local market area. Home equity lines of credit are extended to consumer borrowers at floating rates, generally based on the Bank’s Prime rate of interest, with a maximum loan-to-value ratios not exceeding 80%. Home equity lines have terms of 20 years, with an initial 10-year interest-only draw period, followed by a 10-year repayment period. Residential mortgage loans are extended on 1-4 family residential properties purchased for investment/rental purposes. These loans are generally for terms of 5 to 10 years, with loan to value ratios generally limited to 75% with amortization periods of 20-25 years. Maturities longer than 5 years generally require a rate adjustment after 5 years. The retention of adjustable-rate loans in the portfolio helps reduce the Company's exposure to rising interest rates. However, during periods of rising interest rates, the risk of default on adjustable-rate loans may increase due to the upward adjustment of the interest cost to the borrower.

The Company originates multi-family residential loans in its local market area. Because payments on these loans are often dependent on the successful operations and management of the property, repayment of such loans may be subject to a greater extent to adverse conditions in the real estate market or the economy. The Company seeks to minimize these risks in a variety of ways, including limiting the size of such loans, requiring personal guarantees from property owners, obtaining substantial down payments and limiting loan to value ratios to 75-80%. These fixed rate loans typically have balloon maturities of 5 to 10 years, amortization periods of 20 to 30 years, with rate adjustments every five years.

On an ongoing basis, the Company assigns a grade to each of its loans. The internal grades are pass, special mention, substandard, doubtful, and loss. Loans graded pass are high quality loans where the borrower exhibits a strong balance sheet position and good earnings and cash flow history. Loans graded special mention show potential weaknesses that deserve the Company’s close attention. If these potential weaknesses are not corrected, they may result in deterioration of the repayment prospects for the loan or in the Company’s credit position at some future date. Substandard loans are inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Substandard loans have a well-defined weakness that could jeopardize the liquidation of the debt. Substandard loans are characterized by the distinct possibility that the Company will sustain some loss if the weaknesses are not corrected. Loans graded doubtful have all the weaknesses inherent in substandard loans with the added characteristic that the weaknesses make collection or liquidation in full highly improbable. Assets graded loss are considered uncollectible and of such little value that their continuance as an asset is not warranted. The classification does not mean the loan has absolutely no recovery value, but that it is not practical to defer charging off the loan even though partial recovery may be effected in the future.

On January 1, 2023, the Bank adopted the CECL methodology as required by ASC 326. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loans receivable. For further discussion, please see note 1 to these consolidated financial statements.

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The following table shows the composition of the loan portfolio at December 31, net of deferred loan origination fees and costs.

(In thousands)	2024			2023
Real estate loans:
Construction and land development	$	1,860		$	2,380
1-4 family residential and home equity		11,488			13,000
Multi-family residential		402			515
Commercial		15,641			16,276
Total real estate loans		29,391			32,171
Commercial business loans		61,986			86,736
Consumer loans		77,115			62,378
Gross loans		168,492			181,285
Less allowance for loan credit losses		(1,766	)		(1,775	)
Net loans	$	166,726		$	179,510

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The following tables show credit quality indicators, the aging of receivables, and disaggregated balances of loans receivable and the Allowance (in thousands) as of December 31, 2024 and 2023.

Credit Quality Indicators
As of December 31, 2024
	Term Loans by Year of Origination
	2024		2023		2022		2021		2020		Prior		Revolving		Total

Construction & Land Development
Pass	$	179	$	—	$	—	$	—	$	—	$	2	$	—	$	181
Special mention		—		—		—		—		—		—		732		732
Substandard		—		—		—		—		—		947		—		947
Total	$	179	$	—	$	—	$	—	$	—	$	949	$	732	$	1,860
Gross Charge-Offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

1-4 Family Residential
Pass	$	1,268	$	859	$	739	$	2,172	$	98	$	5,252	$	—	$	10,388
Special mention		—		—		—		1,067		—		—		—		1,067
Substandard		—		—		—		31		—		2		—		33
Total	$	1,268	$	859	$	739	$	3,270	$	98	$	5,254	$	—	$	11,488
Gross Charge-Offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Multi-Family Residential
Pass	$	—	$	—	$	—	$	107	$	—	$	295	$	—	$	402
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	—	$	107	$	—	$	295	$	—	$	402
Gross Charge-Offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial Real Estate
Pass	$	2,005	$	29	$	4,482	$	1,265	$	1,201	$	4,273	$	—	$	13,255
Special mention		—		—		555		656		—		—		—		1,211
Substandard		—		—		—		—		883		292		—		1,175
Total	$	2,005	$	29	$	5,037	$	1,921	$	2,084	$	4,565	$	—	$	15,641
Gross Charge-Offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial Business
Pass	$	301	$	26,637	$	3,359	$	25,175	$	1,246	$	3,968	$	—	$	60,686
Special mention		—		691		—		—		—		—		—		691
Substandard		—		609		—		—		—		—		—		609
Total	$	301	$	27,937	$	3,359	$	25,175	$	1,246	$	3,968	$	—	$	61,986
Gross Charge-Offs	$	—	$	1,031	$	76	$	156	$	—	$	—	$	—	$	1,263

Consumer
Pass	$	33,194	$	20,340	$	16,637	$	6,733	$	1	$	—	$	—	$	76,905
Special mention		—		—		—		—		—		—		—		—
Substandard		66		144		—		—		—		—		—		210
Total	$	33,260	$	20,484	$	16,627	$	6,733	$	1	$	—	$	—	$	77,115
Gross Charge-Offs	$	6	$	—	$	153	$	—	$	—	$	—	$	—	$	159

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Credit Quality Indicators
As of December 31, 2023
	Term Loans by Year of Origination
	2023		2022		2021		2020		2019		Prior		Revolving		Total

Construction & Land Development
Pass	$	—	$	—	$	200	$	—	$	—	$	8	$	—	$	208
Special mention		—		—		—		—		—		—		1,211		1,211
Substandard		—		—		—		—		—		961		—		961
Total	$	—	$	—	$	200	$	—	$	—	$	969	$	1,211	$	2,380
Gross Charge-Offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

1-4 Family Residential
Pass	$	674	$	929	$	2,705	$	228	$	1,229	$	6,110	$	—	$	11,875
Special mention		—		—		1,125		—		—		—		—		1,125
Substandard		—		—		—		—		—		—		—		—
Total	$	674	$	929	$	3,830	$	228	$	1,229	$	6,110	$	—	$	13,000
Gross Charge-Offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Multi-Family Residential
Pass	$	—	$	—	$	202	$	—	$	207	$	106	$	—	$	515
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Total	$	—	$	—	$	202	$	—	$	207	$	106	$	—	$	515
Gross Charge-Offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial Real Estate
Pass	$	30	$	5,065	$	2,702	$	341	$	569	$	4,265	$	—	$	12,972
Special mention		—		—		259		—		1,020		309		—		1,588
Substandard		—		—		—		1,716		—		—		—		1,716
Total	$	30	$	5,065	$	2,961	$	2,057	$	1,589	$	4,574	$	—	$	16,276
Gross Charge-Offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial Business
Pass	$	41,649	$	5,243	$	31,112	$	1,637	$	61	$	4,516	$	—	$	84,218
Special mention		873		—		—		—		—		—		—		873
Substandard		694		81		870		—		—		—		—		1,645
Total	$	43,216	$	5,324	$	31,982	$	1,637	$	61	$	4,516	$	—	$	86,736
Gross Charge-Offs	$	—	$	1,016	$	1,176	$	—	$	—	$	—	$	—	$	2,192

Consumer
Pass	$	30,407	$	24,039	$	7,912	$	8	$	3	$	9	$	—	$	62,378
Special mention		—		—		—		—		—		—		—		—
Substandard		—		—		—		—		—		—		—		—
Total	$	30,407	$	24,039	$	7,912	$	8	$	3	$	9	$	—	$	62,378
Gross Charge-Offs	$	5	$	—	$	—	$	—	$	—	$	—	$	—	$	5

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Age Analysis of Past Due Loans Receivable
As of December 31, 2024
	Construction
	& Land		1-4 Family		Multi-Family		Commercial		Commercial
	Development		Residential		Residential		Real Estate		Business		Consumer		Total

30-59 Days Past Due	$	—	$	—	$	—	$	—	$	96	$	186	$	282
60-89 Days Past Due		—		50		—		—		92		966		1,108
Greater Than 90 Days Past Due		947		34		—		—		455		210		1,646
Total Past Due		947		84		—		—		643		1,362		3,036
Current		913		11,404		402		15,641		61,343		75,753		165,456
Total Loans Receivable	$	1,860	$	11,488	$	402	$	15,641	$	61,986	$	77,115	$	168,492

Recorded Investment > 90 Days and Accruing		—		—		—		—		—		—		—

Age Analysis of Past Due Loans Receivable
As of December 31, 2023
	Construction
	& Land		1-4 Family		Multi-Family		Commercial		Commercial
	Development		Residential		Residential		Real Estate		Business		Consumer		Total

30-59 Days Past Due	$	—	$	—	$	—	$	—	$	1,271	$	—	$	1,271
60-89 Days Past Due		—		—		—		—		995		—		995
Greater Than 90 Days Past Due		961		—		—		—		207		—		1,168
Total Past Due		961		—		—		—		2,473		—		3,434
Current		1,419		13,000		515		16,276		84,263		62,378		177,851
Total Loans Receivable	$	2,380	$	13,000	$	515	$	16,276	$	86,736	$	62,378	$	181,285

Recorded Investment > 90 Days and Accruing		—		—		—		—		—		—		—

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Allowance for Loan Credit Losses and Recorded Investment in Loans Receivable
For the Year Ended December 31, 2024
	Construction
	& Land			1-4 Family			Multi-Family		Commercial			Commercial
	Development			Residential			Residential		Real Estate			Business			Consumer			Unallocated			Total

Allowance for loan credit losses:

Beginning balance	$	10		$	60		$	1	$	44		$	1,513		$	78		$	69		$	1,775
Charge-offs		—			—			—		—			(1,263	)		(159	)		—			(1,422	)
Recoveries		—			1			—		—			307			10			—			318
Provision		(4	)		(10	)		—		(9	)		717			470			(69	)		1,095
Ending balance	$	6		$	51		$	1	$	35		$	1,274		$	399		$	—		$	1,766

Ending balance of allowance individually evaluated for impairment	$	—		$	—		$	—	$	—		$	479		$	—		$	—		$	479

Ending balance of allowance collectively evaluated for impairment	$	6		$	51		$	1	$	35		$	795		$	399		$	—		$	1,287

Loans receivable:

Ending balance	$	1,860		$	11,488		$	402	$	15,641		$	61,986		$	77,115		$	—		$	168,492

Ending balance of loans individually evaluated for impairment	$	947		$	892		$	—	$	1,726		$	789		$	210		$	—		$	4,564

Ending balance of loans collectively evaluated for impairment	$	913		$	10,596		$	402	$	13,915		$	61,197		$	76,905		$	—		$	163,928

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Allowance for Loan Credit Losses and Recorded Investment in Loans Receivable
For the Year Ended December 31, 2023
	Construction
	& Land			1-4 Family			Multi-Family			Commercial			Commercial
	Development			Residential			Residential			Real Estate			Business			Consumer			Unallocated			Total

Allowance for loan losses:

Beginning balance	$	1		$	22		$	—		$	12		$	1,390		$	77		$	120		$	1,622
Adjustment to allowance for adoption of ASC 326		17			65			11			54			1,026			81			(104	)		1,150
Charge-offs		—			—			—			—			(2,192	)		(5	)		—			(2,197	)
Recoveries		—			1			—			—			298			6			—			305
Provision		(8	)		(28	)		(10	)		(22	)		991			(81	)		53			895
Ending balance	$	10		$	60		$	1		$	44		$	1,513		$	78		$	69		$	1,775

Ending balance of allowance individually evaluated for impairment	$	—		$	—		$	—		$	—		$	437		$	—		$	—		$	437

Ending balance of allowance collectively evaluated for impairment	$	10		$	60		$	1		$	44		$	1,076		$	78		$	69		$	1,338

Loans receivable:

Ending balance	$	2,380		$	13,000		$	515		$	16,276		$	86,736		$	62,378		$	—		$	181,285

Ending balance of loans individually evaluated for impairment	$	961		$	896		$	—		$	2,400		$	1,645		$	—		$	—		$	5,902

Ending balance of loans collectively evaluated for impairment	$	1,419		$	12,104		$	515		$	13,876		$	85,091		$	62,378		$	—		$	175,383

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Loans Receivable on Nonaccrual Status and Loans Past Due Over 89 Days and Accruing
As of December 31, 2024
	Construction
	& Land		1-4 Family		Multi-Family		Commercial		Commercial
	Development		Residential		Residential		Real Estate		Business		Consumer		Total

Nonaccrual Loans Without an Allowance for Credit Losses	$	947	$	34	$	—	$	—	$	109	$	210	$	1,300
Nonaccrual Loans With an Allowance for Credit Losses	$	—	$	—	$	—	$	—	$	500	$	—	$	500
Loans Past Due Over 89 Days and Accruing	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Loans Receivable on Nonaccrual Status and Loans Past Due Over 89 Days and Accruing
As of December 31, 2023
	Construction
	& Land		1-4 Family		Multi-Family		Commercial		Commercial
	Development		Residential		Residential		Real Estate		Business		Consumer		Total

Nonaccrual Loans Without an Allowance for Credit Losses	$	961	$	—	$	—	$	—	$	914	$	—	$	1,875
Nonaccrual Loans With an Allowance for Credit Losses	$	—	$	—	$	—	$	—	$	731	$	—	$	731
Loans Past Due Over 89 Days and Accruing	$	—	$	—	$	—	$	—	$	—	$	—	$	—

The following tables present the amortized cost basis of collateral dependent loans that are individually evaluated to determine expected credit losses and the related ACL allocated to those loans.

As of December 31, 2024
	Construction
	& Land		1-4 Family		Multi-Family		Commercial		Commercial
	Development		Residential		Residential		Real Estate		Business		Consumer		Total

Real Estate Secured Loans	$	947	$	892	$	—	$	1,726	$	—	$	—	$	3,565
Non-Real Estate Secured Loans		—		—		—		—		789		210		999
Total Loans	$	947	$	892	$	—	$	1,726	$	789	$	210	$	4,564
Allowance for Credit Losses	$	—	$	—	$	—	$	—	$	479	$	—	$	479

As of December 31, 2023
	Construction
	& Land		1-4 Family		Multi-Family		Commercial		Commercial
	Development		Residential		Residential		Real Estate		Business		Consumer		Total

Real Estate Secured Loans	$	961	$	896	$	—	$	2,400	$	—	$	—	$	4,257
Non-Real Estate Secured Loans		—		—		—		—		1,645		—		1,645
Total Loans	$	961	$	896	$	—	$	2,400	$	1,645	$	—	$	5,902
Allowance for Credit Losses	$	—	$	—	$	—	$	—	$	437	$	—	$	437

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The following tables presents the amortized cost basis of loans at December 31, 2024 and 2023 that were both experiencing financial difficulty and modified during the years then ended, by class and by type of modification. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below. There were not any defaults on loans that were modified in the preceding twelve months as of December 31, 2024 and 2023.

As of and For the Year Ended December 31, 2024
									Combination		Combination
									Term		Term		Total
									Extension and		Extension and		Class of
	Principal		Payment		Term		Interest Rate		Payment		Interest Rate		Financing
	Forgiveness		Delay		Extension		Reduction		Delay		Reduction		Receivable

Construction & Land Development	$	—	$	—	$	—	$	—	$	—	$	—		0.0%
1-4 Family Residential		—		—		—		—		—		—		0.0%
Multi-Family Residential		—		—		—		—		—		—		0.0%
Commercial Real Estate		—		—		—		—		—		—		0.0%
Commercial Business		—		—		—		—		58		—		0.1%
Consumer		—		—		—		—		—		—		0.0%

Total	$	—	$	—	$	—	$	—	$	58	$	—		0.0%

As of and For the Year Ended December 31, 2023
									Combination		Combination
									Term		Term		Total
									Extension and		Extension and		Class of
	Principal		Payment		Term		Interest Rate		Payment		Interest Rate		Financing
	Forgiveness		Delay		Extension		Reduction		Delay		Reduction		Receivable

Construction & Land Development	$	—	$	—	$	—	$	—	$	—	$	—		0.0%
1-4 Family Residential	$	—	$	—	$	—	$	—	$	—	$	—		0.0%
Multi-Family Residential	$	—	$	—	$	—	$	—	$	—	$	—		0.0%
Commercial Real Estate	$	—	$	—	$	—	$	—	$	—	$	—		0.0%
Commercial Business	$	—	$	37	$	—	$	—	$	168	$	—		0.2%
Consumer	$	—	$	—	$	—	$	—	$	—	$	—		0.0%

Total	$	—	$	37	$	—	$	—	$	168	$	—		0.1%

As of December 31, 2024, one residential real estate collateral property with a loan balance of $34 thousand is in the process of foreclosure.

In the normal course of banking business, loans are made to officers and directors and their affiliated interests. These loans are made on substantially the same terms and conditions as those prevailing at the time for comparable transactions with outsiders and are not considered to involve more than the normal risk of collectibility. As of December 31, 2024 and 2023, there were no such loans outstanding, both direct and indirect (including guarantees), to directors, their associates, and policy-making officers.

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5.	OTHER REAL ESTATE OWNED

Other real estate owned activity for the years ended December 31, 2024 and 2023 follows (in thousands):

	2024		2023

Balance at beginning of year	$	—	$	248
Capitalized improvements		—		—
Valuation (allowances) recoveries		—		(60	)
Gains on sale		—		82
Sales of other real estate owned		—		(270	)
Balance at end of year	$	—	$	—

Activity in the valuation allowance for the years ended December 31, 2024 and 2023 follows (in thousands):

	2024		2023

Balance at beginning of year	$	—	$	70
Valuation recoveries credited to expense		—		(60	)
Direct write-downs		—		—
Reductions from sales of other real estate owned		—		(10	)
Balance at end of year	$	—	$	—

6.	PREMISES AND EQUIPMENT AND LEASES

Premises and equipment are summarized by major classifications as of December 31, (in thousands):

	2024		2023

Land	$	398	$	398
Buildings and improvements		2,942		2,934
Furniture, fixtures and equipment		2,157		2,113
Leasehold improvements		489		476
		5,986		5,921
Less: accumulated depreciation		3,331		3,167
	$	2,655	$	2,754

Depreciation expense for the years ended December 31, 2024 and 2023 was $164 thousand and $163 thousand, respectively.

The Company's leases have lease terms between two years and ten years, and most of these leases include one or more renewal options for five years or less. At lease commencement, the Company assesses whether it is reasonably certain to exercise a renewal option by considering various economic factors. Options that are reasonably certain of being exercised are factored into the determination of the lease term and related payments are included in the calculation of the right-of-use asset and lease liability. The Company uses its incremental borrowing rate to calculate the present value of lease payments when the interest rate implicit in a lease is not disclosed. None of the Company’s current leases contain variable lease payment terms. The Company accounts for associated non-lease components separately.

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The following table presents right-of-use assets, included in other assets on the consolidated balance sheets, and operating lease liabilities, included in other liabilities on the consolidated balance sheets, at December 31, 2024 and 2023 (in thousands):

	2024		2023
Right-of-use assets	$	707	$	520

Gross lease liability	$	851	$	622
Less: imputed interest		129		88
Present value of lease liability	$	722	$	534

The weighted average remaining lease term and weighted average discount rate for operating leases at December 31, 2024 was 7.3 years and 4.23%, respectively. Maturities of the gross operating lease liability at December 31, 2024 are as follows (in thousands):

Year ending December 31:
2025	$	149
2026		152
2027		100
2028		74
2029		75
Thereafter		301
Total	$	851

Rent expense was $172 thousand and $181 thousand for the years ended December 31, 2024 and 2023, respectively.

DEPOSITS

The following is a summary of deposits (in thousands) as of December 31:

	2024			2023
			Weighted			Weighted
			Average			Average
	Balance		Rate	Balance		Rate

NOW and Money Market accounts	$	32,990	0.30%	$	35,551	0.29%
Savings accounts		24,782	0.15		26,950	0.15
Certificates of deposit		103,474	4.12		100,896	3.55
Checking accounts		29,682	0.00		31,349	0.00
	$	190,928		$	194,746

A summary of certificate accounts (in thousands) by maturity as of December 31, 2024 follows:


Three months or less	$	23,895
Three months to twelve months		74,538
Twelve months to twenty-four months		2,937
Twenty-four months to thirty-six months		1,034
Thirty-six months to forty-eight months		649
Forty-eight months to sixty months		421
	$	103,474

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The Company’s deposits are insured to applicable limits by the FDIC. Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, the maximum deposit insurance amount is $250 thousand.

Term certificates include certificates of deposit in denominations of $250 thousand or more aggregating approximately $21.8 million and $18.9 million at December 31, 2024 and 2023, respectively.

Officers’ and directors’ deposit accounts amounted to approximately $272 thousand and $303 thousand at December 31, 2024 and 2023, respectively.

As of December 31, 2024 and 2023, $3 thousand and $1 thousand, respectively, in overdrawn demand deposit accounts were reclassified as loans receivable on the consolidated balance sheets.

8.	ADVANCES FROM FEDERAL HOME LOAN BANK OF ATLANTA

The Company has a borrowing facility with the FHLB with a total maximum available balance of $55.9 million as of December 31, 2024, subject to the value of collateral pledged. As of December 31, 2024 and 2023, based on the level of collateral, the Company had credit availability of $3.3 million and $6.8 million, respectively. As of December 31, 2024 and 2023, the Company has $2.8 million and $0, respectively, in outstanding advances under the borrowing facility. The advance outstanding as of December 31, 2024 has an interest rate of 4.21% and matures in September 2025.

Wholly owned first mortgage loans on 1 - 4 family and multifamily dwelling units, commercial real estate loans, and second mortgages and home equity lines of credit with unpaid principal balances of approximately $9.7 million were pledged to the FHLB as collateral on the borrowing facility as of December 31, 2024.

9.	ADVANCES FROM FEDERAL RESERVE BANK OF RICHMOND

During the year ended December 31, 2023, the Company began participating in the Federal Reserve Bank of Richmond’s Bank Term Funding Program (“BTFP”). The Federal Reserve Board of Governors established the BTFP in March 2023 to make additional funding available to eligible depository institutions in order to help assure banks have the ability to meet the needs of all their depositors. Qualifying investment securities that were owned by the depository institutions at the time the BTFP was established may be pledged as collateral. The securities are valued at par, with no discounts applied to determine lendable value. BTFP advances can have terms up to one year and the interest rate is the one-year overnight swap rate plus 10 basis points, which will be fixed for the entire term, based on the rate on the day the advance is requested. Advances could have been requested until March 11, 2024 and may be repaid at any time without penalty. As of December 31, 2023, the par value and carrying value of securities pledged was approximately $13.2 million and $11.3 million, respectively. As of December 31, 2023, the Company had $7.0 million outstanding under the borrowing facility. The advance was fully repaid in September 2024.

During the year ended December 31, 2023, the Company began participating in the Federal Reserve Bank of Richmond’s Borrower-in-Custody (“BIC”) program. The Federal Reserve Bank of Richmond allows qualifying depository institutions to pledge loans to secure borrowings from the FRB discount window or for payment system risk purposes. The BIC arrangement permits the Company to retain possession of the loans pledged as collateral. Among other criteria, eligibility for the BIC is based on the financial condition of the depository institution, loan administration controls, documentation practices, asset quality, and the ability of the depository institution to meet the program’s requirements. As of December 31, 2024 and 2023, the outstanding principal balance of commercial business and consumer loans pledged was approximately $27.1 million and $31.7 million, respectively. As of December 31, 2024 and 2023, based on the level of collateral, the Company had credit availability of $18.9 million and $20.2 million,

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respectively. As of December 31, 2024 and 2023, the Company had no outstanding advances under the borrowing facility.

10.	INCOME TAXES

The tax effects (in thousands) of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2024 and 2023 are presented below:

	2024			2023
Deferred tax assets:
Deferred loan origination fees	$	31		$	37
Non-accrual interest		130			103
Allowance for loan credit losses		486			488
Capital loss carry-forwards		5			5
Net operating loss carry-forwards		16,725			16,802
Allowance for off balance sheet credit losses		12			27
Net unrealized loss (gain) on available-for-sale securities		702			672
Equity based compensation		59			74
Other		2			—
Total gross deferred tax assets		18,152			18,208

Deferred tax liabilities:
FHLB stock dividends		20			20
Tax accumulated depreciation in excess of book		367			377
Total gross deferred tax liabilities		387			397
Net deferred tax assets before valuation allowance		17,765			17,811
Valuation allowance		(8,031	)		(8,031	)
Net deferred tax assets	$	9,734		$	9,780

The Company established a full valuation allowance on its deferred tax assets during the third quarter 2012 in accordance with accounting principles generally accepted in the United States of America. The establishment of the valuation allowance did not preclude the Company from realizing these assets in the future. During the year ended December 31, 2022, the Company reduced the valuation allowance on its deferred tax asset by approximately $9.6 million. The analysis of the deferred tax asset valuation allowance considered the Company’s return to profitability in December 2021 that continued throughout 2022, 2023, and 2024, as well as the reduction in OREO and removal of the Written Agreement with the Company’s regulatory agencies, both of which have a significant impact on the Company’s future earnings. The amount of the valuation allowance reduction was determined based on the Company’s projected future earnings that can be applied to the loss carry-forwards before their expiration date. The Company has federal loss carry-forwards totaling approximately $61.5 million that begin to expire in 2033.

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Income tax expense (benefit) (in thousands) for the years ended December 31 consists of:

	2024		2023
Current income taxes:
Federal	$	—	$	—
State		—		—
		—		—
Deferred income taxes:
Federal		52		160
State		23		68
		75		228
Total income tax expense (benefit)	$	75	$	228

A reconcilement of the difference between the statutory federal income tax rate and the effective tax rate for the Company is shown below as of December 31:

	2024			2023

Federal income tax rate		21.0	%		21.0	%
Increase (decrease) resulting from:
State income taxes, net of federal
income tax benefit		6.5			6.5
Other		0.8			0.3
Effective tax rate		28.3	%		27.8	%

The Company files income tax returns in the U.S. federal jurisdiction and in the State of Maryland. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2021.

11.	REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and additional discretionary actions by regulators that, if undertaken, could have a material effect on the Company’s and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below and as defined in the regulations) of total and Tier 1 capital to risk-weighted assets, of Tier 1 capital to average assets, and Common Equity Tier 1 capital. Management believes, as of December 31, 2024 and 2023, the Bank met all capital adequacy requirements to which it is subject.

As of December 31, 2024, the most recent notification from the Federal Reserve Board categorized the Bank as well capitalized under the framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that

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management believes have changed the Bank’s categorization. The Bank’s actual capital amounts and ratios are also presented in the table below.

						To be Well
						Capitalized Under
						Prompt Corrective					For Capital
	Actual					Action Rules					Adequacy Purposes
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
As of December 31, 2024:
Total risk-based capital ratio	$	23,495		13.01	%	$	18,060		10.00	%	$	14,448		8.00	%
Tier 1 risk-based capital ratio		22,260		12.33			14,448		8.00			10,836		6.00
Common equity tier 1 capital ratio		22,260		12.33			11,739		6.50			8,127		4.50
Tier 1 leverage ratio		22,260		9.82			11,329		5.00			9,064		4.00

As of December 31, 2023:
Total risk-based capital ratio	$	23,055		11.94	%	$	19,306		10.00	%	$	15,445		8.00	%
Tier 1 risk-based capital ratio		22,043		11.42			15,445		8.00			11,584		6.00
Common equity tier 1 capital ratio		22,043		11.42			12,549		6.50			8,688		4.50
Tier 1 leverage ratio		22,043		9.67			11,395		5.00			9,116		4.00

12.	OFFICER, DIRECTOR, AND EMPLOYEE BENEFIT PLANS

Stock-Based Compensation Plans

In 2021, the Company adopted an Equity Incentive Plan (“Plan”) that provides that the Board of Directors or the Compensation Committee of the Board of Directors (“Committee”) may grant various types of awards to directors, officers, and employees. Types of awards allowed under the Plan include stock options, restricted stock, restricted stock units, stock appreciation rights, and performance units. The total number of shares of common stock to be reserved and available for awards under the Plan is 1,532,832 shares.

In November 2022, of the 1,532,832 shares available for awards under the Plan, the Board of Directors granted options to purchase up to 1,153,846 shares of common stock of the Company. The exercise price of the options is $1.30 per share. One-fifth of the options will become fully vested and exercisable on each of the first five anniversaries of the date of grant, provided the holder is an employee or director of the Bank or the Company as of such date. At December 31, 2024 and 2023, the Bank had $307 thousand and $445 thousand, respectively, in unrecognized compensation costs related to stock options. In September 2023, the stock option agreements to purchase up to 769,231 shares of common stock were amended such that the stock options will become fully vested and exercisable upon a change in control. Therefore, the amortization of the cost of these stock options is no longer being recognized in the consolidated Statements of Income as of the date of the amended agreements. The cost of the remaining 384,615 stock options continued to be amortized in equal annual installments until September 2024 when the holder elected not to exercise the options and the options were cancelled. The expiration date of the stock options is the ten-year anniversary of the date of grant. For the years ended December 31, 2024 and 2023, the expense related to the stock options is approximately $26 thousand and $65 thousand, respectively.

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A summary of the Company’s activity under the Plan, and related information for the years ended December 31 follows:

	2024					2023
	Shares			Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value

Unvested at beginning of year		1,153,846		$	1.30		1,153,846	$	1.30
Cancelled		(384,615	)		1.30		—		—
Forfeited		—			—		—		—
Granted		—			—		—		—
Released		—			—		—		—

Unvested at end of year		769,231		$	1.30		1,153,846	$	1.30

Restricted Stock Awards

In November 2022, the Board of Directors approved discretionary restricted stock awards for 1,076,924 shares of common stock. One-fifth of the awards will become fully vested and exercisable on each of the first five anniversaries of the date of grant, provided the holder of the award is an employee or director of the Bank or the Company as of such date. At December 31, 2024 and 2023, the Bank had approximately $923 thousand and $1.2 million, respectively, in unrecognized compensation costs related to restricted stock awards. In September 2023, the restricted stock award agreements for 800,000 shares of common stock were amended such that the awards will be deemed non-forfeitable and transferable upon a change in control. Therefore, the amortization of the cost of these restricted stock awards is no longer being recognized in the consolidated Statements of Income as of the date of the amended agreements. The cost of the remaining 276,924 restricted stock awards continued to be amortized in equal annual installments until they were fully vested and released in the fourth quarter 2024. For the years ended December 31, 2024 and 2023, the expense related to the restricted stock awards is approximately $281 thousand and $166 thousand, respectively. For the year ended December 31, 2024, $145 thousand of the total amount was related to a portion of the awards withheld to cover related taxes.

A summary of the Company’s additional stock-based compensation activity and related information for the years ended December 31 follows:

	2024					2023
	Shares			Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value

Unvested at beginning of year		1,076,924		$	1.30		1,076,924	$	1.30
Cancelled		—			—		—		—
Forfeited		—			—		—		—
Awarded		—			—		—		—
Released		(276,924	)		1.30		—		—

Unvested at end of year		800,000		$	1.30		1,076,924	$	1.30

32 | P a g e

Profit Sharing Plan

The Bank established a defined contribution 401(k) profit sharing plan (“401(k)”) for the benefit of its employees. The 401(k) covers all full-time employees who meet certain eligibility requirements as to age and length of service. Contributions to the 401(k) are based on the amounts contributed by employees. The employees may contribute a percentage of their annual compensation to the 401(k). The Company makes a discretionary matching contribution equal to a uniform percentage of the amount of the employees’ contribution. In applying the matching contribution, only employee salary deductions up to 2.0% will be considered. The Company may also make a discretionary profit sharing contribution to the 401(k) as determined by the Board of Directors. For the years ended December 31, 2024 and 2023, the Company’s expense related to the 401(k) was $39 thousand and $37 thousand, respectively.

13.	FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

In the normal course of business, the Company has various outstanding credit commitments which are properly not reflected in the financial statements. These commitments are made to satisfy the financing needs of the Company’s clients. The associated credit risk is controlled by subjecting such activity to the same credit and quality controls that exist for the Company’s lending and investing activities. The commitments involve diverse business and consumer customers and are generally well collateralized. Management does not anticipate that losses, if any, which may occur as a result of these commitments, would materially affect the stockholders’ equity of the Company. Since a portion of the commitments have some likelihood of not being exercised, the amounts do not necessarily represent future cash requirements.

Loan and credit line commitments, excluding unused portions of home equity lines of credit, totaled approximately $5.3 million at December 31, 2024, and $5.3 million at December 31, 2023. These commitments are contingent upon continuing customer compliance with the terms of the agreement.

Unused portions of home equity lines at year-end amounted to approximately $3.9 million at December 31, 2024 and $2.9 million at December 31, 2023. The Bank’s home equity line accounts are secured by the borrower’s residence.

Irrevocable letters of credit, totaling $994 thousand at December 31, 2024 and $1.1 million at December 31, 2023, are obligations to make payments under certain conditions to meet contingencies related to customers’ contractual agreements. They are primarily used to guarantee a customer’s contractual and/or financial performance and are seldom exercised.

The Bank has established an allowance for off balance sheet credit exposures. The allowance is established as losses are estimated to have occurred through a loss for off balance sheet credit exposures charged to earnings. Losses are charged against the allowance when management believes the required funding of these exposures is uncollectible. While this evaluation is completed on a regular basis, it is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. At December 31, 2024 and 2023, the allowance was approximately $45 thousand and $99 thousand, respectively, and is included in other liabilities on the consolidated balance sheets.

33 | P a g e

Activity in the allowance for the years ended December 31, 2024 and 2023 follows (in thousands):

	2024			2023

Balance at beginning of year	$	99		$	615
Provision for off balance sheet credit losses		120			195
Cash disbursements to offset the credit exposures		(174	)		(711	)
Balance at end of year	$	45		$	99

14.	EARNINGS (LOSS) PER SHARE

In the following table, basic earnings (loss) per share is derived by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding and does not include the effect of any potentially dilutive common stock equivalents. The weighted average number of shares used in the calculation of basic earnings per share includes unvested restricted stock awards, as they contain voting and dividend rights. The diluted earnings per share are derived by dividing net income (loss) by the weighted average number of shares outstanding, adjusted for the dilutive effect if agreements to issue common stock were exercised or converted into common stock. The dilutive effect of unvested stock options and restricted stock awards is computed using the treasury stock method. No shares were dilutive for the years ended December 31, 2024 and 2023.

The calculation of earnings (loss) per common share for the years ended December 31 follows (in thousands, except per share data):

	2024		2023
BASIC:
Net income (loss) available to common stockholders	$	190	$	591

Average common shares outstanding		16,536		16,540
Basic earnings (loss) per share	$	0.01	$	0.04

DILUTED:
Net income (loss) available to common stockholders	$	190	$	591

Average common shares outstanding		16,536		16,540
Dilutive stock adjustment		—		—
Average common shares outstanding – diluted		16,536		16,540

Diluted earnings (loss) per share	$	0.01	$	0.04

15.	FAIR VALUE OF FINANCIAL INSTRUMENTS

ASC Topic 825 Disclosure About Fair Value of Financial Instruments requires that the Company disclose estimated fair values for both its on and off-balance sheet financial instruments.

Current accounting pronouncements require disclosure of the estimated fair value of financial instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a 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. With the exception of certain marketable securities, the Company’s financial instruments are not readily marketable and market prices do not exist. Since negotiated prices in illiquid markets depend upon the then present motivations

34 | P a g e

of the buyer and seller, the assumption could be made the actual sales prices could reasonably vary widely from any estimate of fair value made without the benefit of negotiations. Additionally, the changes in market interest rates can dramatically impact the value of financial instruments in a short period of time. Finally, the Company expects to retain substantially all assets and liabilities measured at fair value to their maturity or call date. Accordingly, the fair values disclosed herein are unlikely to represent the instruments’ liquidation values, and do not with the exception of securities, loans, time deposits, and borrowings, consider exit costs since they cannot be reasonably estimated.

Accounting principles establish a three-level valuation hierarchy for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

	Level 1	Inputs to the valuation methodology are quoted prices for identical assets and liabilities in active markets.

	Level 2	Inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

	Level 3	Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The estimated fair values of financial instruments (in thousands) at December 31, 2024 follow:

					Fair Value Measurements at Reporting Date Using
					Quoted Prices
					In Active		Significant
					Markets for		Other		Significant
					Identical		Observable		Unobservable
	Carrying				Assets		Inputs		Inputs
	Value		Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial assets:
Cash and cash equivalents	$	18,082	$	18,082	$	18,082	$	—	$	—
Investment securities:
Available-for-sale		21,944		21,944		—		21,944		—
Loans receivable, net		166,726		153,273		—		—		153,273
Restricted investment securities		1,192		1,192		—		1,192		—
Accrued interest receivable		1,091		1,091		—		1,091		—
Financial liabilities:
Deposits		190,928		190,410		—		—		190,410
Advances from Federal Home Loan Bank of Atlanta		2,750		2,747		—		—		2,747
Accrued interest payable		37		37		—		37		—

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The estimated fair values of financial instruments (in thousands) at December 31, 2023 follow:

					Fair Value Measurements at Reporting Date Using
					Quoted Prices
					In Active		Significant
					Markets for		Other		Significant
					Identical		Observable		Unobservable
	Carrying				Assets		Inputs		Inputs
	Value		Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial assets:
Cash and cash equivalents	$	15,151	$	15,151	$	15,151	$	—	$	—
Investment securities:
Available-for-sale		17,759		17,759		—		17,759		—
Loans receivable, net		179,510		165,046		—		—		165,046
Restricted investment securities		1,046		1,046		—		1,046		—
Accrued interest receivable		972		972		—		972		—
Financial liabilities:
Deposits		194,746		193,438		—		—		193,438
Advances from Federal Reserve Bank of Richmond		7,000		7, 006		—		—		7,006
Accrued interest payable		40		40		—		40		—

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16.	ASSETS MEASURED AT FAIR VALUE

The following describes the valuation techniques used by the Company to measure certain financial assets and liabilities recorded at fair value on a recurring basis in the financial statements:

Securities available-for-sale: Securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted market prices, when available (Level 1). If quoted market prices are not available, fair values are measured using independent valuation techniques of identical or similar securities for which significant assumptions are derived primarily from or corroborated by observable market data. Third party vendors compile prices from various sources and may determine the fair value of identical or similar securities by using pricing models that consider observable market data (Level 2).

Accounting principles permit the measurement of certain assets at fair value on a nonrecurring basis. Adjustments to the fair value of these assets usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets.

The following table summarizes the Company’s assets (in thousands) that were measured at fair value on a recurring basis during the period.

			Fair Value Measurements at Reporting Date Using
Description	Carrying Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 31, 2024
Investment securities
available-for-sale
SBA securitized loan pools	$	602	$	—	$	602	$	—
Mortgage-backed securities		20,204		—		20,204		—
Corporate bonds		1,138		—		1,138		—

Total investment securities available-for-sale	$	21,944	$	—	$	21,944	$	—

December 31, 2023
Investment securities
available-for-sale
SBA securitized loan pools	$	147	$	—	$	147	$	—
Mortgage-backed securities		16,513		—		16,513		—
Corporate bonds		1,099		—		1,099		—

Total investment securities available-for-sale	$	17,759	$	—	$	17,759	$	—

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The Company may be required, from time to time, to measure certain other financial assets and liabilities at fair value on a nonrecurring basis. These adjustments to fair value usually result from application of lower of cost or market accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis at December 31, 2024 and 2023, the following table provides the level of valuation assumptions used to determine each adjustment and the carrying value of the assets. For other real estate owned and individually evaluated loans, Level 3 assets are valued at the lesser of the unpaid principal balance of the loan, or the appraised value of the underlying collateral, net of estimated disposal costs, as determined by a third-party appraiser.

The following describes the valuation techniques used by the Company to measure certain assets recorded at fair value on a nonrecurring basis in the financial statements:

Collateral Dependent Loans: The Company does not record loans at fair value on a recurring basis; however, from time to time a loan is individually evaluated and a specific reserve is established. Loans for which the probability exists the payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are individually evaluated. Once a loan is identified as collateral dependent, management measures the extent of any loss. The fair value of these loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value, and discounted cash flow. Those loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investment in such loans. Individually evaluated loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When an appraised value is not available or management determines the fair value of collateral is further impaired below the appraised value and there is no observable market price, the Company records the loan as nonrecurring Level 3.

38 | P a g e

			Fair Value Measurements at Reporting Date Using
			Quoted Prices
			In Active		Significant
			Markets for		Other		Significant
(In thousands)			Identical		Observable		Unobservable
	Carrying		Assets		Inputs		Inputs
Description	Value		(Level 1)		(Level 2)		(Level 3)
December 31, 2024
Individually evaluated loans:
Commercial Business	$	201	$	—	$	—	$	201
Total	$	201	$	—	$	—	$	201


December 31, 2023
Individually evaluated loans:
Commercial Business	$	1,208	$	—	$	—	$	1,208
Total	$	1,208	$	—	$	—	$	1,208

Fair Value Measurements

Weighted

Fair

Valuation

Unobservable

Average

Description

Value

Technique

Inputs

Discount

December 31, 2024

Individually evaluated loans:

Commercial Business

201

Sales Comparison Approach

Adjustment for differences in comparable sales and age

December 31, 2023

Individually evaluated loans:

Commercial Business

1,208

Sales Comparison Approach

Adjustment for differences in comparable sales and age

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17.	CECIL BANCORP, INC. - HOLDING COMPANY ONLY FINANCIAL INFORMATION

The following condensed balance sheets as of December 31, 2024 and 2023 and condensed statements of income and cash flows for the years then ended for Cecil Bancorp, Inc. should be read in conjunction with the consolidated financial statements and notes thereto.

BALANCE SHEETS (in thousands)

ASSETS

	2024		2023

Cash	$	273	$	283
Other assets		6		3
Investment in subsidiary		28,288		28,007

Total assets	$	28,567	$	28,293

LIABILITIES AND STOCKHOLDERS’ EQUITY

Total liabilities	$	—	$	—

Stockholders’ equity:
Total stockholders’ equity		28,567		28,293

Total liabilities and stockholders’ equity	$	28,567	$	28,293

40 | P a g e

STATEMENTS OF INCOME

(in thousands)

	Years Ended December 31,
	2024		2023
Income:
Equity in undistributed earnings (loss) of subsidiary	$	197	$	600

Operating expenses:
Other		7		9
Total operating expenses		7		9

Net income (loss)	$	190	$	591

STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	190		$	591
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Equity in undistributed (earnings) loss of subsidiaries		(197	)		(600	)
Net change in other assets		(3	)		—
Net cash provided by (used in) operating activities		(10	)		(9	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash provided by (used in) investing activities		—			—

CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash provided by (used in) financing activities		—			—

NET INCREASE (DECREASE) IN CASH		(10	)		(9	)
CASH AT BEGINNING OF PERIOD		283			292
CASH AT END OF PERIOD	$	273		$	283

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Exhibit 99.2

CECIL BANCORP, INC. AND SUBSIDIARY

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

INDEX

		PAGE

CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheets		1
Statements of Income		2
Statements of Comprehensive Income		3
Statement of Changes in Stockholders' Equity		4
Statements of Cash Flows		5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		6

CECIL BANCORP, INC. AND SUBSIDIARY

UNAUDITED CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2025 AND DECEMBER 31, 2024

(in thousands, except per share data)

	September 30,			December 31,
	2025			2024
ASSETS

Cash and due from banks	$	548		$	579
Interest bearing deposits with banks		24,347			16,657
Federal funds sold		689			846
Total cash and cash equivalents		25,584			18,082
Securities available-for-sale at fair value		20,982			21,944
Restricted investment securities - at cost		1,070			1,192
Loans receivable		159,342			168,492
Less: Allowance for loan credit losses		(1,726	)		(1,766	)
Net loans receivable		157,616			166,726
Premises and equipment		2,561			2,655
Accrued interest receivable		1,008			1,091
Deferred tax assets, net		9,313			9,734
Other assets		1,898			2,094
TOTAL ASSETS	$	220,032		$	223,518


LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Deposits	$	189,168		$	190,928
Advances from Federal Home Loan Bank of Atlanta		—			2,750
Other liabilities		1,198			1,273
Total liabilities		190,366			194,951

STOCKHOLDERS' EQUITY
Common stock, $0.01 par value; authorized 1,000,000
shares in 2025 and 2024, issued and outstanding
11,741,571 voting shares and 3,885,427 nonvoting shares
in 2025 and 2024		156			156
Additional paid in capital		53,051			53,051
Retained deficit		(22,235	)		(22,792	)
Accumulated other comprehensive income (loss)		(1,306	)		(1,848	)
Total stockholders' equity		29,666			28,567
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	220,032		$	223,518

See accompany notes to the consolidated financial statements.

Page 2

CECIL BANCORP, INC. AND SUBSIDIARY

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

FOR THE NINE MONTH ENDED SEPTEMBER 30, 2025 AND 2024

(in thousands, except per share data)

	September 30,			September 30,
	2025			2024
INTEREST INCOME:
Interest and fees on loans	$	7,230		$	7,604
Interest on investment securities		615			453
Dividends on FHLB and FRB stock		55			47
Other interest income		766			799
Total interest income		8,666			8,903

INTEREST EXPENSE
Interest expense on deposits		3,036			3,090
Interest expense on advances for FRB of Richmond		—			233
Interest expense on advances from FHLB of Atlanta		56			15
Total interest expense		3,092			3,338

NET INTEREST INCOME		5,574			5,565
PROVISION FOR CREDIT LOSSES		50			605
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES		5,524			4,960

NONINTEREST INCOME:
Deposit account fees		87			94
ATM fees		246			255
Gain (loss) on sale of repossessed assets		(61	)		89
Other		38			36
Total noninterest income		310			474

NONINTEREST EXPENSE
Salaries and employee benefits		2,277			2,236
Occupancy expense		342			337
Equipment and data processing expense		832			810
FDIC deposit insurance premium		142			175
Professional services		725			388
Insurance expense		83			78
Other		660			1,576
Total noninterest expense		5,061			5,600
INCOME (LOSS) BEFORE INCOME TAXES		773			(166	)
INCOME TAX EXPENSE (BENEFIT)		216			(44	)
NET INCOME (LOSS)	$	557		$	(122	)

Earnings (loss) per common share - basic	$	0.03		$	(0.01	)
Earnings (loss) per common share - diluted	$	0.03		$	(0.01	)

See accompany notes to the consolidated financial statements.

Page 3

CECIL BANCORP, INC. AND SUBSIDIARY

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(in thousands)

	September 30,		September 30,
	2025		2024

Net income (loss)	$	557	$	(122	)
Other comprehensive income:
Net unrealized gain on securities available for sale, net of deferred taxes of
$206 in 2025 and $174 in 2024		542		458
Other comprehensive income		542		458
Total comprehensive income	$	1,099	$	336

See accompany notes to the consolidated financial statements.

Page 4

CECIL BANCORP, INC. AND SUBSIDIARY

UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(in thousands)

								Accumulated
			Additional					Other			Total
	Common		Paid-In		Retained			Comprehensive			Stockholders'
	Stock		Capital		Deficit			Income (Loss)			Equity

BALANCES AT JANUARY 1, 2024	$	154	$	52,891	$	(22,982	)	$	(1,770	)	$	28,293

Net income (loss)		—		—		(122	)		—			(122	)
Other comprehensive income (loss)		—		—					458			458
Stock-based compensation		1		79		—			—			80

BALANCES AT SEPTEMBER 30, 2024	$	155	$	52,970	$	(23,104	)	$	(1,312	)	$	28,709


BALANCES AT JANUARY 1, 2025	$	156	$	53,051	$	(22,792	)	$	(1,848	)	$	28,567

Net income		—		—		557			—			557
Other comprehensive income (loss)		—		—					542			542

BALANCES AT SEPTEMBER 30, 2025	$	156	$	53,051	$	(22,235	)	$	(1,306	)	$	29,666

See accompany notes to the consolidated financial statements.

Page 5

CECIL BANCORP, INC. AND SUBSIDIARY

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(in thousands, except per share data)

	September 30,			September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	557		$	(122	)
Adjustments to reconcile net income to cash provided by
(used in operating activities):
Depreciation of premises and equipment		120			124
Amortization of right of use assets		89			84
Amortization (accretion) of investment securities		(66	)		(86	)
Provision for credit losses		50			605
(Gain) loss on sale of repossessed assets		61			(89	)
Stock-based compensation		—			80
Deferred tax expense (benefit)		216			(43	)
Net change in:
Accrued interest receivables and other assets		319			4,432
Other liabilities		(75	)		1,053
Net cash provided by operating activities		1,271			6,038

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales, maturities calls and principal payments
of investment securities available for sale		2,543			1,364
Purchase of investment securities available for sale		(768	)		(2,715	)
Net (purchase) redemption of restricted investment securities		122			(250	)
Purchases of loans		(26,763	)		(25,886	)
Net decrease in loans		35,633			33,994
Purchases of premises and equipment		(26	)		(55	)
Net cash provided by investing activities		10,741			6,452

CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits		(1,760	)		(2,938	)
Net increase (decrease) in advances from FRB of Richmond		—			(7,000	)
Net increase (decrease) in advances from FHLB of Atlanta		(2,750	)		5,500
Net cash (used in) financing activities		(4,510	)		(4,438	)

Increase in cash and cash equivalents		7,502			8,052
Cash and cash equivalents at beginning of period		18,082			15,151
Cash and cash equivalents at end of period	$	25,584		$	23,203

Supplemental disclosure of cash flows information:
Cash paid for interest	$	3,022		$	3,361
Cash paid for income taxes	$	—		$	—

Supplemental disclosure of cash flowinformation:
Unrealized gain (loss) on investments securities available -for-sale	$	747		$	633
Transfer of loans to repossessed assets	$	190		$	1,721

See accompany notes to the consolidated financial statements.

Page 6

CECIL BANCORP, INC. AND SUBSIDIAIRY

NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

1.	SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of Cecil Bancorp, Inc. (the "Company") and its wholly owned subsidiary, Cecil Bank (the "Bank"), together with its subsidiaries, Cecil Financial Services Corporation, Novo Realty, LLC, Route 9 Old New Castle LLC, and Chesapeake Club Subdivision, LLC conform to accounting principles generally accepted in the United States of America.

Basis of Presentation

The accompany unaudited financial consolidated interim financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and to general practices within the banking industry. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all significant adjustments considered necessary for the fair presentation have been included.

Cecil Bancorp, Inc. (the "Company") is the bank holding company for its wholly owned subsidiary, Cecil Bank (the "Bank"), together with its subsidiaries, Cecil Financial Services Corporation, Novo Realty, LLC, Route 9 Old New Castle LLC, and Chesapeake Club Subdivision, LLC. The unaudited consolidated interim financial statements include the Company and its subsidiary. Consolidation has resulted in the elimination of all significant intercompany balances and transactions.

Operating results for the nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. For further information, and detailed discussion on all significant accounting polices, refer to the consolidated financial statements and footnotes thereto included in the Cecil Bancorp, Inc. and Subsidiary audited consolidated financial statements for the years ended December 31, 2024 and 2023.

Page 7

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting under the provisions of the Financial Accounting Standards Board Accounting Standards Codification 805, “Business Combinations”, giving effect to the acquisition of Cecil Bancorp, Inc. (“Cecil”) by ENB Financial Corp (the “Corporation”). Under this method, Cecil’s assets and liabilities as of February 1, 2026, the date of the acquisition, will be recorded at their respective fair values and added to those of the Corporation. Any difference between the purchase price for Cecil and the fair value of the identifiable net assets acquired (including core deposit intangibles) will be recorded as goodwill. The goodwill resulting from the acquisition will not be amortized to expense but instead will be reviewed for impairment at least annually. Any core deposit intangible with estimated useful lives to be recorded by the Corporation in connection with the acquisition will be amortized to expense over such core deposit intangible asset’s estimated useful life. The financial statements of the Corporation issued after the acquisition will reflect the results attributable to the acquired operations of Cecil beginning on the date of completion of the acquisition. The following unaudited pro forma condensed combined financial information and accompanying notes are based on and should be read in conjunction with the following historical financial statements and accompanying notes:

The historical unaudited consolidated financial statements of the Corporation as of and for the nine months ended September 30, 2025 (included in the Corporation’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2025), and the historical audited consolidated financial statements of the Corporation as of and for the year ended December 31, 2024 (included in ENB Financial Corp’s 2024 10-K); and

The historical unaudited consolidated financial statements of Cecil as of and for the nine months ended September 30, 2025 and 2024 and the historical audited consolidated financial statements of Cecil as of and for the year ended December 31, 2024 (included as Exhibits in this Form 8-K/A).

The unaudited pro forma condensed combined financial information is provided for illustrative information purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The unaudited pro forma combined condensed financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Information, which requires the depiction of the accounting for the transaction, which we refer to as transaction accounting adjustments. Regulation S-X also allows for management adjustments that could include presentation of reasonably estimable cost savings and revenue enhancements and other transaction effects that have occurred or are reasonably expected to occur. The Corporation has elected not to present management’s adjustments and will only be presenting transaction accounting adjustments in the following unaudited pro forma condensed combined financial information.

The following unaudited pro forma combined consolidated balance sheet as of September 30, 2025 combines information from the unaudited consolidated balance sheet of the Corporation as of September 30, 2025 with the unaudited consolidated balance sheet of Cecil as of September 30, 2025, as if it had been consummated on September 30, 2025. The unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2025, combines information from the unaudited consolidated statements of income of the Corporation for the nine months ended September 30, 2025, with the unaudited consolidated statement of income of Cecil for the nine months ended September 30, 2025, giving effect to the transaction as if it had been consummated on January 1, 2024. Certain reclassification adjustments have been made to Cecil’s financial statements to conform to the Corporation’s financial statement presentation, and certain reclassifications have been made to the Corporation’s financial statements to break-out certain financial statement line items.

The unaudited pro forma condensed consolidated financial statements were prepared with the Corporation as the accounting acquirer and Cecil as the accounting acquiree under the acquisition method of accounting. Accordingly,

Page 1

the consideration paid by the Corporation to complete the acquisition of Cecil will be allocated to Cecil’s assets and liabilities based upon their estimated fair values as of the date of completion of the acquisition. The fair value adjustments made to the acquired assets and liabilities herein are considered preliminary and are subject to changes as the Corporation finalizes its fair value determinations. The allocation is dependent upon certain valuations and other studies that have not been finalized at this time; however, preliminary significant valuations based on the fair value of the acquired assets and liabilities have been estimated and included in the unaudited condensed pro forma financial statements.

The final allocation of the purchase price will be determined after completion of thorough analyses to determine the fair value of Cecil’s tangible and identifiable intangible assets and liabilities as of February 1, 2026, the effective date. Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact the Corporation’s consolidated statements of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to Cecil’s stockholders’ equity, including results of operations from September 30, 2025, through the closing date will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the transaction accounting adjustments presented herein.

The pro forma statements of income and per share data information does not include anticipated cost savings or revenue enhancements. The Corporation and Cecil continue to assess the two companies’ personnel, benefits plans, premises, equipment, computer systems, and service contracts to determine where the companies may take advantage of redundancies including converting Cecil to the Corporation’s core operating system. Certain decisions arising from these assessments may involve canceling contracts between either Cecil or the Corporation and certain service providers. There is no assurance that the anticipated cost savings will be realized on the anticipated time schedule or at all. The pro forma combined basic and diluted earnings per share of the Corporation’s common stock is based on the pro forma combined net income for Cecil and the Corporation divided by the basic or diluted common shares of the Corporation for the periods presented on such statements of income. The pro forma information includes adjustments related to the fair value of assets and liabilities of Cecil and is subject to adjustment as additional information becomes available and as final merger date analyses are performed. The pro forma combined balance sheet and book value per share data includes the adjustment to reflect the unaccrued one-time merger and conversion related charges for the Corporation and Cecil: (a) the Corporation’s pre-tax charges are estimated at $2,485,000 ($2,128,000 after tax) and $1,550,000 ($1,213,000 after tax) for merger and conversion related charges and are included as a pro forma liability accrual with the after-tax cost as reduction to retained earnings, and (b) Cecil’s pre-tax charges are estimated at $497,000 ($360,000 after-tax) and are included as a pro forma fair value liability accrual. The pro forma combined book value per share of the Corporation is based on the pro forma combined common stockholders’ equity of Cecil and the Corporation divided by total common shares of the Corporation.

The unaudited pro forma data are qualified by the statements set forth under this caption and should not be considered indicative of the market value of the Corporation’s common stock or the actual or future results of operations of the Corporation for any period. Actual results may be materially different than the pro forma information presented.

Page 2

ENB FINANCIAL CORP

Unaudited Combined Pro Forma Balance Sheets as of September 30, 2025

(Dollars in Thousands, except per share data)

							Transaction/
	ENB			Cecil			Purchase
	Financial Corp			Bancorp, Inc.			Accounting				Combined
	Historical			Historical			Adjustments				Proforma
	$			$			$				$
ASSETS
Cash and due from banks		8,049			548			—				8,597
Interest-bearing deposits in other banks		40,351			24,347			(31,329	)	(4)		33,369
Federal funds sold		—			689			—				689
Total cash and cash equivalents		48,400			25,584			(31,329	)			42,655
Securities available for sale (at fair value)		590,368			20,982			(183	)	(5)		611,167
Equity securities (at fair value)		9,575			—			—				9,575
Loans held for sale		1,250			—			—				1,250
Loans (net of unearned income)		1,482,275			159,342			(5,592	)	(6)		1,636,025
Less: Allowance for credit losses		16,637			1,726			272		(7)		18,635
Net loans		1,465,638			157,616			(5,864	)			1,617,390
Premises and equipment		31,182			2,561			(463	)	(8)		33,280
Regulatory stock		10,867			1,070			—				11,937
Goodwill		—			—			7,333		(2)		7,333
Core deposit intangible		—			—			2,746		(9)		2,746
Operating lease right of use asset		2,574			618			(107	)	(10)		3,085
Deferred tax assets		7,335			9,313			(803	)	(11)		15,845
Bank owned life insurance		36,758			—			—				36,758
Other assets		18,644			2,288			(214	)	(12)		20,718
Total assets		2,222,591			220,032			(28,884	)			2,413,739

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest-bearing		623,270			32,046			—				655,316
Interest-bearing		1,261,479			157,122			(297	)	(13)		1,418,304
Total deposits		1,884,749			189,168			(297	)			2,073,620
Operating lease liability		2,608			633			(89	)	(10)		3,152
Short-term borrowings		60,000			—			—				60,000
Long-term debt		70,822			—			—				70,822
Subordinated debt		39,836			—			—				39,836
Reserve for unfunded commitments		1,364			38			(23	)	(14)		1,379
Other liabilities		11,224			527			4,532		(15)		16,283
Total liabilities		2,070,603			190,366			4,123				2,265,092
Stockholders' equity:
Common stock		574			156			(156	)	(3)		574
Capital surplus		3,989			53,051			(53,051	)	(3)		3,989
Retained earnings (accumulated deficit)		174,990			(22,235	)		18,894		(3)		171,649
Accumulated other comprehensive loss, net of tax		(26,843	)		(1,306	)		1,306		(3)		(26,843	)
Less: Treasury stock		(722	)		—			—				(722	)
Total stockholders' equity		151,988			29,666			(33,007	)			148,647
Total liabilities and stockholders' equity		2,222,591			220,032			(28,884	)			2,413,739

Per share data:
Common shares outstanding		5,696,191			15,626,998			(15,626,998	)	(3)		5,696,191
Book value per share	$	26.68		$	1.90						$	26.10

See accompanying notes to Unaudited Pro Forma Combined Consolidated Financial Information.

Page 3

ENB FINANCIAL CORP

Unaudited Combined Pro Forma Statement of Income for the Nine Months September 30, 2025

(Dollars in Thousands, except per share data)

	ENB			Cecil			Purchase
	Financial Corp			Bancorp, Inc.			Accounting				Combined
	Historical			Historical			Adjustments				Proforma
	$			$			$				$
Interest and dividend income:
Interest and fees on loans		59,940			7,230			1,149		(6)		68,319
Interest on securities available for sale:
Taxable		15,239			615			—		(5)		15,854
Tax-exempt		1,960			—			—				1,960
Interest on deposits at other banks		867			766			(961	)	(4)		672
Dividend income		1,040			55			—				1,095
Total interest and dividend income		79,046			8,666			188				87,900
Interest expense:
Interest on deposits		22,678			3,036			40		(13)		25,754
Interest on borrowings		5,601			56			—				5,657
Total interest expense		28,279			3,092			40				31,411
Net interest income		50,767			5,574			148				56,489
Provision for credit losses		632			50			—				682
Net interest income after provision for credit losses		50,135			5,524			148				55,807

Other income:
Trust and investment services income		2,477			—			—				2,477
Service fees		4,302			333			—				4,635
Commissions		3,062						—				3,062
Losses on sale of debt securities, net		(307	)					—				(307	)
Gains on equity securities, net		85						—				85
Gains on sale of mortgages		1,336						—				1,336
Earnings on bank owned life insurance		847						—				847
Other income		1,451			(23	)		—				1,428
Total other income		13,253			310			—				13,563

Operating expenses:
Salaries and employee benefits		25,592			2,277			—				27,869
Occupancy		2,690			342			(15	)	(8),(10)		3,017
Equipment		1,131			165			—				1,296
Advertising & marketing		1,009			21			—				1,030
Computer software & data processing		5,339			667			—				6,006
Shares tax		1,155			—			—				1,155
Professional services		2,566			725			—				3,291
Core deposit intangible amortization		—			—			337		(9)		337
Merger and conversion related expenses		—			—			—		(15)		—
Other expenses		4,080			864							4,944
Total operating expenses		43,562			5,061			322				48,945
Income before income taxes		19,826			773			(174	)			20,425
Provision for income taxes		3,781			216			(38	)	(11)		3,959
Net income		16,045			557			(136	)			16,466

Per share information:
Basic earnings per share		2.83			0.03							2.90
Diluted earnings per share		2.83			0.03							2.90
Dividends per share		0.54			—							0.54
Weighted-average basic shares outstanding		5,670,176			16,426,998			(16,426,998	)			5,670,176
Weighted-average diluted shares outstanding		5,670,894			16,426,998			(16,426,998	)			5,670,894

See accompanying notes to Unaudited Pro Forma Combined Consolidated Financial Information.

Page 4

ENB FINANCIAL CORP

Unaudited Combined Pro Forma Statement of Income for the Year Ended December 31, 2024

(Dollars in Thousands, except per share data)

	ENB			Cecil		Purchase
	Financial Corp			Bancorp, Inc.		Accounting				Combined
	Historical			Historical		Adjustments				Proforma
	$			$		$				$
Interest and dividend income:
Interest and fees on loans		73,057			10,093		1,661		(6)		84,811
Interest on securities available for sale:
Taxable		13,490			633		1		(5)		14,124
Tax-exempt		2,824			—		—				2,824
Interest on deposits at other banks		2,183			1,112		(1,281	)	(4)		2,014
Dividend income		1,314			64		—				1,378
Total interest and dividend income		92,868			11,902		381				105,151
Interest expense:
Interest on deposits		30,414			4,207		217		(13)		34,838
Interest on borrowings		5,713			296		—				6,009
Total interest expense		36,127			4,503		217				40,847
Net interest income		56,741			7,399		164				64,304
Provision for credit losses		1,015			1,215		—				2,230
Net interest income after provision for credit losses		55,726			6,184		164				62,074

Other income:
Trust and investment services income		3,665			—		—				3,665
Service fees		5,864			466		—				6,330
Commissions		4,076					—				4,076
Losses on sale of debt securities, net		(97	)				—				(97	)
Gains on equity securities, net		256					—				256
Gains on sale of mortgages		1,826					—				1,826
Earnings on bank owned life insurance		1,259					—				1,259
Insurance proceeds		—			778						778
Other income		1,281			144		—				1,425
Total other income		18,130			1,388		—				19,518

Operating expenses:
Salaries and employee benefits		34,043			3,240		—				37,283
Occupancy		3,333			444		(45	)	(8),(10)		3,732
Equipment		1,298			218		—				1,516
Advertising & marketing		1,152			35		—				1,187
Computer software & data processing		6,264			863		—				7,127
Shares tax		1,376			—		—				1,376
Professional services		3,277			622		—				3,899
Core deposit intangible amortization		—			—		499		(9)		499
Fraud loss					806
Merger and conversion related expenses		—			—		4,035		(15)		4,035
Other expenses		4,488			1,079						5,567
Total operating expenses		55,231			7,307		4,489				66,221
Income before income taxes		18,625			265		(4,325	)			15,371
Provision for income taxes		3,308			75		(758	)	(11)		2,625
Net income		15,317			190		(3,567	)			12,746

Per share information:
Basic earnings per share		2.71			0.01						2.25
Diluted earnings per share		2.71			0.01						2.25
Dividends per share		0.69			—						0.69
Weighted-average basic shares outstanding		5,658,146			16,426,998		(16,426,998	)			5,658,146
Weighted-average diluted shares outstanding		5,658,295			16,426,998		(16,426,998	)			5,658,295

See accompanying notes to Unaudited Pro Forma Combined Consolidated Financial Information.

Page 5

Note 1 - Purchase price consideration

In this pro forma analysis and under the terms of the Agreement and Plan of Stock Acquisition (the "Agreement"), the Corporation has used the $1.88 per share cash consideration exchanged for 100% of all of the outstanding shares of Cecil's common stock. Further, under the terms of the Agreement, each unexercised stock option as of February 1, 2026, was exchanged at the exchange rate of $1.88 per share, less the options exercise price of $1.30 per share.

Balance sheet adjustment at September 30, 2025 represents the actual cash consideration paid for outstanding shares of Cecil's common stock and the settlement of outstanding stock options as follows (dollars in thousands except per share data):

			$
Cash exchange for outstanding Cecil common shares:
Number of shares outstanding		16,426,998
Exchange rate per share	$	1.88
Cash exchanged for outstanding shares				30,883
Number of options outstanding		769,231
Exchange rate per option	$	1.88
Exercise price per option		1.30
Difference		0.58
Cash exchanged for outstanding options				446
Cash exchanged for outstanding Cecil's common shares				31,329

Note 2 - Acquisition Consideration Allocation

Under the acquisition method of accounting, the total merger consideration is allocated to the acquired tangible and intangible assets and assumed liabilities of Cecil based on their estimated fair value as of the acquisition date of the merger. The excess of the acquisition consideration over the fair value of the assets acquired and liabilities assumed, if any, is allocated to goodwill.

The total acquisition consideration as shown in the tables above is allocated to Cecil's tangible and intangible assets and liabilities based on their fair values as follows (in thousands):

	Cecil Bancorp, Inc.							Cecil Bancorp, Inc.
	Book Value			Fair Value				Fair Value
	September 30, 2025			Adjustments				September 30, 2025
	$			$				$

Total purchase price consideration									31,329

Recognized amounts of identifiable assets acquired
and liabilities assumed:
Cash and equivalents		25,584			—				25,584
Securities available for sale		20,982			(183	)	(5)		20,799
Loans, gross		159,342			(5,592	)	(6)		153,750
Allowance for credit losses		(1,726	)		(272	)	(7)		(1,998	)
Loans, net of allowance		157,616			(5,864	)			151,752
Premises and equipment		2,561			(463	)	(8)		2,098
Regulatory stock		1,070			—				1,070
Core deposit intangible		—			2,746		(9)		2,746
Operating lease right of use asset		618			(107	)	(10)		511
Deferred tax assets		9,313			(1,497	)	(11)		7,816
Other assets		2,288			(214	)	(12)		2,074
Total identifiable assets acquired		220,032			(5,582	)			214,450
Deposits		189,168			(297	)	(13)		188,871
Operating lease liability		633			(89	)	(10)		544
Reserve for unfunded commitments		38			(23	)	(14)		15
Other liabilities		527			497		(15)		1,024
Total liabilities assumed		190,366			88				190,454
Total identifiable net assets		29,666			(5,670	)			23,996
Goodwill									7,333

Page 6

Note 3 - Stockholders' equity

Balance sheet adjustments to reflect the reversal of Cecil's historical common stock, additional paid in capital and accumulated other comprehensive loss (in thousands).

	Balance Sheet
	September 30, 2025
	$

Reversal of common stock		(156	)
Reversal of capital surplus		(53,051	)
Reversal of accumulated other comprehensive loss		1,306

Balance sheet adjustments to retained earnings to reflect the reversal of Cecil's historical accumulated deficit, estimated one-time merger charges for the Corporation and Cecil that have not yet been expensed, net of tax, and nonrecurring charges associated with system conversion of Cecil's core processing system, net of tax. Also see Note 15 (in thousands).

	Balance Sheet

	September 30, 2025
	$

Reversal of Cecil's accumulated deficit		22,235
Corporation's merger and conversion related expenses, net of taxes		(3,341	)
		18,894

The Corporation acquired all of the outstanding common shares of Cecil in exchange for cash, resulting in the elimination of Cecil's common shares, resulting in the elimination of their outstanding shares in the combined proforma consolidated financial statements.

Note 4 - Interest bearing deposits with banks

Interest bearing deposits with banks balance sheet adjustment reflects the payment of the total purchase price of the acquisition, and the related statements of income adjustment to reflect the cost of the purchase price, assuming an effective funds rate of 4.09% at September 30, 2025 (in thousands).

	Balance Sheet			Statement of Income			Statement of Income
				Nine Months Ended			Year Ended
	September 30, 2025			September 30, 2025			December 31, 2024
	$			$			$

Total purchase price of Cecil		(31,329	)		(961	)		(1,281	)

Note 5 - Securities available for sale

Balance sheet adjustment to reflect the difference in fair value between Cecil's matrix pricing and the Corporation's quoted prices for the securities, the majority of which were liquidated shortly after the acquisition date. Matrix pricing is a technique commonly used to price debt securities that are not actively traded using the securities relationship to other benchmark quotes. There is no income statement adjustment for securities sold, while the adjustment for the securities retained represents amortization of the premium (in thousands).

	Balance Sheet			Statement of Income		Statement of Income
				Nine Months Ended		Year Ended
	September 30, 2025			September 30, 2025		December 31, 2024
	$			$		$

Securities available for sale
Fair value adjustment for securities sold		(187	)				—
Fair value adjustment for securities retained		4			—		1
		(183	)		—		1

Page 7

Note 6 - Loans

Balance sheet adjustment to reflect the fair value discount for acquired purchased credit deteriorated ("PCD") loans and Purchased Seasoned Loans ("PSL") and other loan adjustments. The fair value adjustments will be subsequently recognized over the expected life of the loans. Balance sheet and income statement adjustment to reflect the reversal of existing deferred net loan fees (in thousands).

In November 2025, the FASB released ASU 2025-08, Financial Instruments - Credit Losses (Topic 326): Purchased Loans, introducing significant changes to the Current Expected Loss (CECL) standard. This update aims to enhance comparability and consistency in acquisition reporting.

The Corporation elected to early adopt ASU 2025-08 and used the gross up approach to record the allowance for credit losses for PSLs.

	Balance Sheet			Statement of Income			Statement of Income
				Nine Months Ended			Year Ended
	September 30, 2025			September 30, 2025			December 31, 2024
	$			$			$

Fair value adjustments on loans acquired
PSL fair value		(5,431	)		456			747
PCD loans fair value		50			(34	)		(55	)
PCD nonaccruing loans fair value		(270	)		—			—
Total fair value adjustments for loans		(5,651	)		422			692
Gross up of acquired loans for allowance for
credit losses
PSL and PCD loans allowance for credit losses		1,998			—			—
Total gross up for acquired loans for
allowance for credit losses		1,998			—			—
Total loan fair value adjustments		(3,653	)		422			692
Reversal of deferred loan fees, net		(1,939	)		727			969
		(5,592	)		1,149			1,661

Note 7 - Allowance for credit losses

Balance sheet adjustment for the reversal of Cecil's existing allowance for loan losses, balance sheet adjustment for PSL and PCD loans for the allowance for credit losses (in thousands).

	Balance Sheet			Statement of Income		Statement of Income
				Nine Months Ended		Year Ended
	September 30, 2025			September 30, 2025		December 31, 2024
	$			$		$

Allowance for credit losses
Reversal of existing allowance for credit losses		1,726			—		—
Allowance for credit losses for PSL/PCD loans		(1,998	)		—		—
Total adjustments to allowance for credit losses		(272	)		—		—

Note 8 - Premises and equipment

Balance sheet and statement of income adjustment to reflect the fair value of land and buildings and the related depreciation adjustment based on the expected life of the related asset (in thousands).

	Balance Sheet			Statement of Income			Statement of Income
				Nine Months Ended			Year Ended
	September 30, 2025			September 30, 2025			December 31, 2024
	$			$			$

Premises and equipment:
Land fair value adjustment		(198	)		—			—
Building fair value adjustment		(265	)		(5	)		(7	)
Total adjustments for premises and equipment		(463	)		(5	)		(7	)

Page 8

Note 9 - Core Deposit Intangible

Balance sheet adjustment to core deposit intangible to reflect the fair value for acquired core deposit intangible asset. Statement of income adjustment for the amortization based upon an expected life of 10 years using sum of years' digit amortization method (in thousands).

	Balance Sheet		Statement of Income		Statement of Income
			Nine Months Ended		Year Ended
	September 30, 2025		September 30, 2025		December 31, 2024
	$		$		$

Core deposit intangible asset		2,746		337		499

Note 10 - Operating leases

Balance sheet and statement of income adjustment to reflect the reversal of Cecil's right of use asset and operating lease liability, the establishment of the acquired leases right of use asset (included in other assets on the balance sheet) and related lease obligation (included in other liabilities) using current incremental borrowing rates and expected lease expiration. Adjustment also includes fair value mark of operating lease contracts, which will be amortized over 8 years. Impact on statement of income included in occupancy expense (in thousands).

	Balance Sheet			Statement of Income			Statement of Income
				Nine Months Ended			Year Ended
	September 30, 2025			September 30, 2025			December 31, 2024
	$			$			$

Right of use asset:
Net adjustment for establishment of Corporation's right
of use asset		(76	)		6			13
Unfavorable lease fair value adjustment, net		(31	)		(12	)		(45	)
Total right of use asset adjustment		(107	)		(6	)		(32	)
Operating lease obligation:
Net adjustment for establishment of Corporation's operating
lease liability		(89	)		(4	)		(6	)
Total operating lease obligation		(89	)		(4	)		(6	)

Note 11 - Deferred tax asset and income tax expense

Balance sheet adjustment reflects differences in combined state and federal statutory income tax rate from 27.52% to be realized by Cecil, to the expected apportioned multi-state and federal statutory income tax rate expected to be realized by the Corporation, the adjustment to expected realization of net operating loss benefits under Internal Revenue Code 302 limitations, fair value adjustment and one time merger charges. Related statements of income adjustments to proforma adjustments using a statutory rate of 21.75% for book income tax expense (in thousands).

	Balance Sheet			Statement of Income			Statement of Income
				Nine Months Ended			Year Ended
	September 30, 2025			September 30, 2025			December 31, 2024
	$			$			$

Adjustment for change in blended statutory income tax rate and
expectation as to utilization of net operating loss carryforwards		(2,817	)		—			—
Tax impact of fair value adjustments		1,320			(38	)		(64	)
Total tax impact of fair value & purchase accounting adjustments		(1,497	)		(38	)		(64	)
Taxes on Corporation's accrual for one-time merger and conversion
charges (See Note 15)		694			—			(694	)
Total tax impact purchase accounting and transaction accounting
adjustments		(803	)		(38	)		(758	)

Page 9

Note 12 - Other assets

Balance sheet adjustment to reflect the fair value of repossessed assets. There is no expected impact on the statement of income (in thousands).

	Balance Sheet

	September 30, 2025
	$

Repossessed assets		(214	)

Note 13 - Deposits

Balance sheet adjustment to deposits related to the fair value of interest-bearing time deposits. Statement of income adjustment related to the amortization of discount on interest-bearing time deposits based on the maturities of interest-bearing time deposits (in thousands).

	Balance Sheet			Statement of Income			Statement of Income
				Nine Months Ended			Year Ended
	September 30, 2025			September 30, 2025			December 31, 2024
	$			$			$

Certificates of deposits		(297	)		(40	)		(217	)

Note 14 - Reserve for unfunded commitments

Balance sheet adjustment to decrease the reserve for unfunded loan commitments, with no impact to the statement of income (in thousands).

	Balance Sheet

	September 30, 2025
	$

Reversal of existing reserve for unfunded commitments		(38	)
Reserve for unfunded commitments		15
Total adjustments to reverse for unfunded commitments		(23	)

Note 15 - Other liabilities

Balance sheet adjustments to reflect the unaccrued, estimated remaining, one-time merger and conversion related charges for the Corporation, net of taxes of $3,341,000 and conversion related charges for Cecil, net of taxes of $360,000 (Cecil's taxes on estimated merger charges of $136 included in tax impact of fair value adjustments, in deferred tax asset above) . It is noted that a tax benefit was not taken for certain merger related obligations and costs that were not considered to be tax deductible (in thousands).

	Balance Sheet		Statement of Income		Statement of Income
			Nine Months Ended		Year Ended
	September 30, 2025		September 30, 2025		December 31, 2024
	$		$		$

Corporation accrual for one-time merger related charges
included in other liabilities		2,485		—		2,485
Corporation estimated accrual for core conversion costs		1,550		—		1,550
		4,035		—		4,035
Cecil accrual for one-time merger related charges		497		—		—
Total		4,532		—		4,035

Page 10

Source: View Original Filing on SEC EDGAR

FAQ

What does ENB Financial Corp (ENBP) report in this 8-K/A amendment?

The amendment adds detailed financial information for the completed acquisition of Cecil Bancorp, Inc., including Cecil’s audited 2023–2024 statements and unaudited pro forma combined financials showing how ENB and Cecil would look on a combined basis.

How large is Cecil Bancorp, Inc. that ENB Financial (ENBP) acquired?

Cecil had $223.5 million in total assets and $190.9 million in deposits as of December 31, 2024. Loans receivable were $168.5 million and total stockholders’ equity was $28.6 million, illustrating a small community banking platform added to ENB.

What were Cecil Bancorp’s recent earnings before its acquisition by ENB Financial (ENBP)?

Cecil reported 2024 net income of $190 thousand, down from $591 thousand in 2023. The decline reflected higher interest expense, a larger credit loss provision, and a one-time $806 thousand fraud loss, partly offset by a $778 thousand insurance recovery.

How did the fraud loss and insurance recovery affect Cecil Bancorp’s 2024 results?

In 2024 Cecil recorded a $806 thousand customer-related fraud loss and a $778 thousand insurance reimbursement. The net impact reduced earnings but limited permanent damage, contributing to modest $190 thousand net income and $112 thousand total comprehensive income for the year.

What capital position did Cecil Bancorp contribute to ENB Financial (ENBP)?

Cecil ended 2024 with $28.6 million in stockholders’ equity on $223.5 million of assets. Its balance sheet included $21.9 million of available-for-sale securities and $166.7 million in net loans, providing ENB additional earning assets and community banking relationships.

What pro forma information is included for ENB Financial (ENBP) after acquiring Cecil?

The amendment includes an unaudited pro forma combined statement of condition as of the nine months ended September 30, 2025 and an unaudited pro forma combined statement of income for the nine months ended September 30, 2025 and year ended December 31, 2024.

Cecil Bancorp results folded into ENB Financial (ENBP) acquisition filing

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FAQ

What does ENB Financial Corp (ENBP) report in this 8-K/A amendment?

How large is Cecil Bancorp, Inc. that ENB Financial (ENBP) acquired?

What were Cecil Bancorp’s recent earnings before its acquisition by ENB Financial (ENBP)?

How did the fraud loss and insurance recovery affect Cecil Bancorp’s 2024 results?

What capital position did Cecil Bancorp contribute to ENB Financial (ENBP)?

What pro forma information is included for ENB Financial (ENBP) after acquiring Cecil?

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