C & F FINANCIAL CORPORATION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2026


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

For the transition period from _________ to _________

Commission File Number 000-23423

C&F FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Virginia	54-1680165
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

(804) 843-2360

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At May 7, 2026, the latest practicable date for determination, 3,254,362 shares of common stock, $1.00 par value, of the registrant were outstanding.

Table of Contents

TABLE OF CONTENTS


PART I - Financial Information			Page

Item 1.	Financial Statements		3

	Consolidated Balance Sheets (Unaudited) –March 31, 2026 and December 31, 2025		3

	Consolidated Statements of Income (Unaudited) – Three months ended March 31, 2026 and 2025		4

	Consolidated Statements of Comprehensive Income (Unaudited) – Three months ended March 31, 2026 and 2025		5

	Consolidated Statements of Equity (Unaudited) – Three months ended March 31, 2026 and 2025		6

	Consolidated Statements of Cash Flows (Unaudited) –Three months ended March 31, 2026 and 2025		7

	Notes to Consolidated Interim Financial Statements (Unaudited)		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		34

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		63

Item 4.	Controls and Procedures		65

PART II - Other Information			66

Item 1.	Legal Proceedings		66

Item 1A.	Risk Factors		66

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		66

Item 5.	Other Information		66

Item 6.	Exhibits		67

	Signatures		68

Table of Contents

Part I – FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except per share amounts)


		March 31,			December 31,
		2026			2025
Assets
Cash and due from banks		$	15,286		$	13,622
Interest-bearing deposits in other banks			62,141			65,510
Total cash and cash equivalents			77,427			79,132
Securities—available for sale at fair value, amortized cost of $485,390 and $471,036, respectively			470,619			458,111
Loans held for sale, at fair value			56,120			40,911
Loans, net of allowance for credit losses of $39,665 and $39,677, respectively			2,035,387			2,014,899
Restricted stock, at cost			3,346			3,680
Corporate premises and equipment, net			38,727			39,200
Other real estate owned, net of valuation allowance of $0 and $215, respectively			—			1,316
Accrued interest receivable			11,752			11,726
Goodwill			25,191			25,191
Other intangible assets, net			884			909
Bank-owned life insurance			21,911			21,808
Net deferred tax asset			14,411			14,039
Other assets			57,973			57,572
Total assets		$	2,813,748		$	2,768,494

Liabilities
Deposits
Noninterest-bearing demand deposits		$	568,420		$	543,673
Savings, money market and interest-bearing demand deposits			907,732			905,683
Time deposits			923,304			896,367
Total deposits			2,399,456			2,345,723
Short-term borrowings			20,000			20,000
Long-term borrowings			57,750			67,842
Trust preferred capital notes			25,501			25,493
Accrued interest payable			4,642			3,745
Other liabilities			40,287			43,343
Total liabilities			2,547,636			2,506,146

Commitments and contingent liabilities (Note 11)

Equity
Common stock ($1.00 par value, 8,000,000 shares authorized, 3,248,129 and 3,245,972 shares issued and outstanding, respectively, includes 100,480 and 100,578 of unvested shares, respectively)			3,148			3,145
Additional paid-in capital			1,016			1,078
Retained earnings			273,883			268,696
Accumulated other comprehensive loss, net			(12,577)			(11,166)
Equity attributable to C&F Financial Corporation			265,470			261,753
Noncontrolling interest			642			595
Total equity			266,112			262,348
Total liabilities and equity		$	2,813,748		$	2,768,494

See notes to consolidated interim financial statements.

Table of Contents

C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except per share amounts)


		Three Months Ended March 31,
		2026			2025
Interest income
Interest and fees on loans		$	34,715		$	32,382
Interest on interest-bearing deposits in other banks			651			502
Interest and dividends on securities
U.S. treasury, government agencies and corporations			259			289
Mortgage-backed securities			1,660			1,394
Tax-exempt obligations of states and political subdivisions			1,094			911
Taxable obligations of states and political subdivisions			194			195
Corporate and other			573			315
Total interest income			39,146			35,988
Interest expense
Savings and interest-bearing deposits			2,263			1,805
Time deposits			7,586			7,964
Borrowings			1,236			859
Trust preferred capital notes			352			350
Total interest expense			11,437			10,978
Net interest income			27,709			25,010
Provision for credit losses			3,600			3,000
Net interest income after provision for credit losses			24,109			22,010
Noninterest income
Gains on sales of loans			2,545			1,847
Interchange income			1,577			1,475
Service charges on deposit accounts			1,020			990
Investment income from other equity interests			372			207
Mortgage banking fee income			850			570
Wealth management services income, net			808			732
Mortgage lender services income			820			536
Other service charges and fees			504			498
Other income, net			54			718
Total noninterest income			8,550			7,573
Noninterest expenses
Salaries and employee benefits			14,357			13,483
Occupancy			2,215			2,193
Data processing			3,175			2,866
Professional fees			917			921
Insurance expense			430			491
Marketing and advertising expenses			547			529
Loan processing and collection expenses			873			683
Other			1,801			1,893
Total noninterest expenses			24,315			23,059
Income before income taxes			8,344			6,524
Income tax expense			1,550			1,129
Net income			6,794			5,395
Less net income attributable to noncontrolling interest			47			27
Net income attributable to C&F Financial Corporation		$	6,747		$	5,368
Net income per share - basic and diluted		$	2.08		$	1.66

See notes to consolidated interim financial statements.

Table of Contents

C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)


		Three Months Ended March 31,
		2026			2025
Net income		$	6,794		$	5,395
Other comprehensive (loss) income, net of tax:
Securities available for sale			(1,458)			4,610
Defined benefit plan			(13)			(9)
Cash flow hedges			60			(288)
Other comprehensive (loss) income, net of tax			(1,411)			4,313
Comprehensive income			5,383			9,708
Less comprehensive income attributable to noncontrolling interest			47			27
Comprehensive income attributable to C&F Financial Corporation		$	5,336		$	9,681

See notes to consolidated interim financial statements.

Table of Contents

C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited)

(Dollars in thousands, except per share amounts)


		Attributable to C&F Financial Corporation
											Accumulated
					Additional						Other
		Common			Paid - In			Retained			Comprehensive			Noncontrolling		Total
		Stock			Capital			Earnings			Loss, Net			Interest		Equity
Balance December 31, 2025		$	3,145		$	1,078		$	268,696		$	(11,166)		$	595	$	262,348
Comprehensive income:
Net income			—			—			6,747			—			47		6,794
Other comprehensive loss			—			—			—			(1,411)			—		(1,411)
Share-based compensation			—			514			—			—			—		514
Restricted stock vested			10			(10)			—			—			—		—
Common stock issued			1			40			—			—			—		41
Common stock purchased			(8)			(606)			—			—			—		(614)
Cash dividends declared ($0.48 per share)			—			—			(1,560)			—			—		(1,560)
Balance March 31, 2026		$	3,148		$	1,016		$	273,883		$	(12,577)		$	642	$	266,112


		Attributable to C&F Financial Corporation
											Accumulated
					Additional						Other
		Common			Paid - In			Retained			Comprehensive			Noncontrolling		Total
		Stock			Capital			Earnings			Loss, Net			Interest		Equity
Balance December 31, 2024		$	3,114		$	36		$	247,814		$	(24,604)		$	610	$	226,970
Comprehensive income:
Net income			—			—			5,368			—			27		5,395
Other comprehensive income			—			—			—			4,313			—		4,313
Share-based compensation			—			461			—			—			—		461
Restricted stock vested			13			(13)			—			—			—		—
Common stock issued			1			45			—			—			—		46
Common stock purchased			(5)			(421)			—			—			—		(426)
Cash dividends declared ($0.46 per share)			—			—			(1,488)			—			—		(1,488)
Balance March 31, 2025		$	3,123		$	108		$	251,694		$	(20,291)		$	637	$	235,271

See notes to consolidated interim financial statements.

Table of Contents

C&F FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


		Three Months Ended March 31,
		2026			2025
Operating activities:
Net income		$	6,794		$	5,395
Adjustments to reconcile net income to net cash (used by) provided by operating activities:
Provision for credit losses			3,600			3,000
Accretion of certain acquisition-related discounts, net			(54)			(108)
Share-based compensation			514			461
Depreciation and amortization			940			988
(Accretion of discounts) and amortization of premiums on securities, net			(162)			20
Deferred income taxes			(4)			—
Reversal of provision for indemnifications			(35)			(25)
Income from bank-owned life insurance			(81)			(106)
Pension expense			154			183
Proceeds from sales of loans held for sale			164,123			108,010
Origination of loans held for sale			(180,601)			(112,972)
Gains on sales of loans held for sale			(2,545)			(1,847)
Other gains, net			(42)			141
Change in other assets and liabilities:
Accrued interest receivable			(26)			(6)
Other assets			626			1,727
Accrued interest payable			897			(472)
Other liabilities			(1,670)			(1,178)
Net cash (used by) provided by operating activities			(7,572)			3,211
Investing activities:
Proceeds from sales, maturities and calls of securities available for sale and payments on mortgage-backed securities			14,590			17,176
Purchases of securities available for sale			(28,782)			(24,248)
Purchases of time deposits, net			(991)			(5)
Repayments on loans held for investment by non-bank affiliates			44,182			40,593
Purchases of loans held for investment by non-bank affiliates			(43,953)			(39,209)
Net increase in community banking loans held for investment			(21,941)			(27,487)
Purchases of corporate premises and equipment			(322)			(267)
Other investing activities, net			1,634			(92)
Net cash used in investing activities			(35,583)			(33,539)
Financing activities:
Net increase in demand, savings and money market deposits			26,796			36,556
Net increase in time deposits			26,937			9,238
Net decrease in repurchase agreements and borrowings			(10,000)			(3,085)
Repurchases of common stock			(614)			(426)
Cash dividends paid			(1,560)			(1,488)
Other financing activities, net			(109)			(95)
Net cash provided by financing activities			41,450			40,700
Net (decrease) increase in cash and cash equivalents			(1,705)			10,372
Cash and cash equivalents at beginning of period			79,132			65,586
Cash and cash equivalents at end of period		$	77,427		$	75,958
Supplemental cash flow disclosures:
Interest paid		$	10,531		$	11,441
Income taxes paid			—			13
Supplemental disclosure of noncash investing and financing activities:
Liabilities assumed to acquire right of use assets at lease commencement			134			190
Transfers from loans held for sale to loans held for investment			2,104			—

See notes to consolidated interim financial statements.

Table of Contents

C&F FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: Summary of Significant Accounting Policies

Principles of Consolidation: The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting and with applicable quarterly reporting regulations of the Securities and Exchange Commission (the SEC). They do not include all of the information and notes required by GAAP for complete financial statements. Therefore, these consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the C&F Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Annual Report). The accounting and reporting policies of the Corporation conform to GAAP and to predominant practices within the banking industry and are primarily disclosed in the 2025 Annual Report.

The unaudited consolidated financial statements include the accounts of C&F Financial Corporation (the Corporation), its direct wholly-owned subsidiary, Citizens and Farmers Bank (the Bank or C&F Bank), and indirect subsidiaries that are wholly-owned or controlled. Subsidiaries that are less than wholly owned are fully consolidated if they are controlled by the Corporation or one of its subsidiaries, and the portion of any subsidiary not owned by the Corporation is reported as noncontrolling interest. All significant intercompany accounts and transactions have been eliminated in consolidation. In addition, the Corporation owns all of the common stock of C&F Financial Statutory Trust I, C&F Financial Statutory Trust II, and Central Virginia Bankshares Statutory Trust I, all of which are unconsolidated subsidiaries. The subordinated debt owed to these trusts is reported as liabilities of the Corporation.

Nature of Operations: The Corporation is a bank holding company incorporated under the laws of the Commonwealth of Virginia. The Corporation owns all of the stock of its subsidiary, C&F Bank, which is an independent commercial bank chartered under the laws of the Commonwealth of Virginia.

C&F Bank has five wholly-owned subsidiaries: C&F Mortgage Corporation (C&F Mortgage), C&F Finance Company (C&F Finance), C&F Wealth Management Corporation (C&F Wealth Management), C&F Insurance Services LLC (C&F Insurance), and CVB Title Services, Inc. (CVB Title), all incorporated or organized under the laws of the Commonwealth of Virginia. C&F Mortgage, organized in September 1995, originates and sells residential mortgages, provides mortgage loan origination services to third-party lenders and, through its subsidiary Certified Appraisals LLC, provides ancillary mortgage loan production services for residential appraisals. C&F Mortgage owns a 51 percent interest in C&F Select LLC, which was organized in January 2019 and is also engaged in the business of originating and selling residential mortgages. C&F Finance, acquired in September 2002, is a finance company purchasing automobile loans through indirect lending programs. C&F Wealth Management, organized in April 1995, is a full-service brokerage firm offering a comprehensive range of wealth management services through third-party service providers. C&F Insurance and CVB Title were organized for the primary purpose of owning equity interests in an independent insurance agency and a full service title and settlement agency, respectively. Business segment data is presented in Note 10.

Basis of Presentation: The preparation of financial statements in conformity with GAAP 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 the 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. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of the results of operations in these financial statements, have been made. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for any other interim period or for the full year.

Reclassification: Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation. None of these reclassifications are considered material.

Table of Contents

Recent Significant Accounting Pronouncements: In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures.” The amendments in ASU 2024-03 require disaggregated disclosure of income statement expenses for public business entities. Such disclosures must be made on an annual and interim basis in a tabular format in the footnotes to the financial statements. The amendments require companies to disclose disaggregated information about specific natural expense categories that are considered relevant and applicable, including (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) oil and gas activities. The amendments also provide clarification regarding identifying relevant expenses captions and requires disclosure of selling expenses on an annual and interim basis. Entities are required to apply the guidance in ASU 2024-03 consistently for all periods presented and is effective for all public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments are to be applied on a prospective basis; however, retrospective application is permitted. The Corporation does not expect the adoption of ASU 2024-03 to have a material effect on its consolidated financial statements.

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not currently expected to have a material effect on the Corporation’s financial position, results of operations or cash flows.

NOTE 2: Securities

The Corporation’s debt securities, all of which are classified as available for sale, are summarized in the following tables. The Corporation has elected to exclude accrued interest receivable, totaling $2.96 million and $2.67 million at March 31, 2026 and December 31, 2025, respectively, from the amortized cost basis of securities.

March 31, 2026

 

Gross

 

Gross

 

Amortized

Unrealized

(Dollars in thousands)

Cost

Gains

Losses

Fair Value

U.S. Treasury securities

4,995

—

(87)

4,908

U.S. government agencies and corporations

58,605

—

(4,955)

53,650

Mortgage-backed securities

227,286

1,516

(8,379)

220,423

Obligations of states and political subdivisions

159,871

938

(2,935)

157,874

Corporate and other debt securities

34,633

173

(1,042)

33,764

Total

485,390

2,627

(17,398)

470,619


		December 31, 2025
					Gross			Gross
		Amortized			Unrealized			Unrealized
(Dollars in thousands)		Cost			Gains			Losses			Fair Value
U.S. Treasury securities		$	4,992		$	—		$	(105)		$	4,887
U.S. government agencies and corporations			60,605			—			(4,895)			55,710
Mortgage-backed securities			211,653			2,009			(7,830)			205,832
Obligations of states and political subdivisions			158,158			1,417			(2,484)			157,091
Corporate and other debt securities			35,628			150			(1,187)			34,591
Total		$	471,036		$	3,576		$	(16,501)		$	458,111

Table of Contents

The amortized cost and estimated fair value of securities at March 31, 2026, by the earlier of contractual maturity or expected maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties.


		March 31, 2026
		Amortized
(Dollars in thousands)		Cost			Fair Value
Due in one year or less		$	83,458		$	81,410
Due after one year through five years			186,654			179,712
Due after five years through ten years			145,474			140,549
Due after ten years			69,804			68,948
Total		$	485,390		$	470,619

The following table presents the gross realized gains and losses on and the proceeds from the sales, maturities and calls of securities. During the three months ended March 31, 2026 and 2025, there were no sales of securities.


		Three Months Ended March 31,
(Dollars in thousands)		2026			2025
Realized gains from sales, maturities and calls of securities:
Gross realized gains		$	—		$	—
Gross realized losses			—			—
Net realized losses		$	—		$	—
Proceeds from sales, maturities, calls and paydowns of securities		$	14,590		$	17,176

The Corporation pledges securities primarily to secure municipal deposits and lines of credit that provide liquidity to the Corporation and C&F Bank. Securities with an aggregate amortized cost of $124.05 million and an aggregate fair value of $119.12 million were pledged at March 31, 2026. Securities with an aggregate amortized cost of $138.43 million and an aggregate fair value of $130.88 million were pledged at December 31, 2025.

Securities in an unrealized loss position at March 31, 2026, by duration of the period of the unrealized loss, are shown below.

Less Than 12 Months

12 Months or More

Total

Fair

Unrealized

Fair

Unrealized

Fair

Unrealized

(Dollars in thousands)

Value

Loss

Value

Loss

 Value

Loss

U.S. Treasury securities

—

4,908

U.S. government agencies and corporations

—

53,650

4,955

53,650

4,955

Mortgage-backed securities

41,854

430

97,260

7,949

139,114

8,379

Obligations of states and political subdivisions

46,082

548

43,429

2,387

89,511

2,935

Corporate and other debt securities

13,076

14,014

986

27,090

1,042

Total

101,012

1,034

213,261

16,364

314,273

17,398

There were 517 debt securities with a fair value below the amortized cost basis, totaling $314.27 million of aggregate fair value as of March 31, 2026. The Corporation concluded that a credit loss did not exist in its securities portfolio at March 31, 2026, and no allowance for credit losses has been recognized based on the fact that as of March 31, 2026 (1) changes in fair value were caused primarily by fluctuations in interest rates or other market factors, such as changes in demand, (2) securities with unrealized losses had generally high credit quality, (3) the Corporation intends to hold these investments in debt securities to maturity and it is more-likely-than-not that the Corporation will not be required to sell these investments before a recovery of its investment, and (4) issuers have continued to make timely payments of principal and interest. Additionally, the Corporation’s mortgage-backed securities are entirely issued by either U.S. government agencies or U.S. government-sponsored enterprises. Collectively, these entities provide a guarantee, which is either explicitly or implicitly supported by the full faith and credit of the U.S. government, that investors in such mortgage-backed securities will receive timely principal and interest payments.

Table of Contents

Securities in an unrealized loss position at December 31, 2025, by duration of the period of the unrealized loss, are shown below.


	Less Than 12 Months				12 Months or More				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
(Dollars in thousands)	Value		Loss		Value		Loss		Value		Loss
U.S. Treasury securities	$	—	$	—	$	4,887	$	105	$	4,887	$	105
U.S. government agencies and corporations		—		—		55,710		4,895		55,710		4,895
Mortgage-backed securities		12,949		84		107,826		7,746		120,775		7,830
Obligations of states and political subdivisions		7,451		79		64,534		2,405		71,985		2,484
Corporate and other debt securities		13,009		119		15,932		1,068		28,941		1,187
Total	$	33,409	$	282	$	248,889	$	16,219	$	282,298	$	16,501

The Corporation’s investment in restricted stock totaled $3.35 million at March 31, 2026 and $3.68 million at December 31, 2025 and consisted of Federal Home Loan Bank of Atlanta (FHLB) stock. Restricted stock is generally viewed as a long-term investment, which is carried at cost because there is no market for the stock other than to be redeemed or repurchased by the FHLB. Therefore, when evaluating restricted stock for impairment, its value is based on the ultimate recoverability of the par value rather than by recognizing any temporary decline in value. The Corporation did not consider its investment in restricted stock to be impaired at March 31, 2026 and no impairment has been recognized.

NOTE 3: Loans

The Corporation’s loans are stated at their face amount, net of deferred fees and costs and discounts, and consist of the classes of loans included in the following table. The Corporation has elected to exclude accrued interest receivable, totaling $8.78 million and $9.04 million at March 31, 2026 and December 31, 2025, respectively, from the recorded balance of loans.


		March 31,			December 31,
(Dollars in thousands)		2026			2025
Commercial real estate		$	870,643		$	835,432
Commercial business			118,627			115,710
Construction - commercial real estate			75,262			99,604
Land acquisition and development			82,475			66,248
Builder lines			31,058			37,938
Construction - consumer real estate			32,540			29,288
Residential mortgage			316,677			319,536
Equity lines			76,920			76,460
Other consumer			10,204			10,085
Consumer finance - automobiles			405,473			406,312
Consumer finance - marine and recreational vehicles			55,173			57,963
Subtotal			2,075,052			2,054,576
Less allowance for credit losses			(39,665)			(39,677)
Loans, net		$	2,035,387		$	2,014,899

Other consumer loans included $269,000 and $240,000 of demand deposit overdrafts at March 31, 2026 and December 31, 2025, respectively.

Table of Contents

The following table shows the aging of the Corporation’s loan portfolio, by class, at March 31, 2026.


		30-59		60-89		90+								90+ Days
		Days		Days		Days		Total						Past Due and
(Dollars in thousands)		Past Due		Past Due		Past Due		Past Due		Current¹		Total Loans		Accruing
Commercial real estate		$	—	$	—	$	—	$	—	$	870,643	$	870,643	$	—
Commercial business			162		109		—		271		118,356		118,627		—
Construction - commercial real estate			—		—		—		—		75,262		75,262		—
Land acquisition and development			—		—		—		—		82,475		82,475		—
Builder lines			—		—		—		—		31,058		31,058		—
Construction - consumer real estate			—		—		—		—		32,540		32,540		—
Residential mortgage			1,435		123		905		2,463		314,214		316,677		88
Equity lines			125		—		17		142		76,778		76,920		17
Other consumer			35		—		—		35		10,169		10,204		—
Consumer finance - automobiles			12,655		1,477		890		15,022		390,451		405,473		—
Consumer finance - marine and recreational vehicles			393		—		23		416		54,757		55,173		—
Total		$	14,805	$	1,709	$	1,835	$	18,349	$	2,056,703	$	2,075,052	$	105

For the purposes of the table above, “Current” includes loans that are 1-29 days past due.

The table above includes nonaccrual loans that are current of $104,000, 30-59 days past due of $79,000, 60-89 days past due of $99,000 and 90+ days past due of $1.73 million.

The following table shows the aging of the Corporation’s loan portfolio, by class, at December 31, 2025.


		30-59		60-89		90+								90+ Days
		Days		Days		Days		Total						Past Due and
(Dollars in thousands)		Past Due		Past Due		Past Due		Past Due		Current¹		Total Loans		Accruing
Commercial real estate		$	—	$	262	$	—	$	262	$	835,170	$	835,432	$	—
Commercial business			8		—		—		8		115,702		115,710		—
Construction - commercial real estate			—		—		—		—		99,604		99,604		—
Land acquisition and development			—		—		—		—		66,248		66,248		—
Builder lines			—		—		—		—		37,938		37,938		—
Construction - consumer real estate			—		—		—		—		29,288		29,288		—
Residential mortgage			1,019		111		813		1,943		317,593		319,536		—
Equity lines			155		65		23		243		76,217		76,460		23
Other consumer			17		—		—		17		10,068		10,085		—
Consumer finance - automobiles			16,741		2,129		1,022		19,892		386,420		406,312		—
Consumer finance - marine and recreational vehicles			429		37		—		466		57,497		57,963		—
Total		$	18,369	$	2,604	$	1,858	$	22,831	$	2,031,745	$	2,054,576	$	23

1For the purposes of the table above, “Current” includes loans that are 1-29 days past due.

The table above includes nonaccrual loans that are current of $219,000, 30-59 days past due of $17,000, 60-89 days past due of $86,000 and 90+ days past due of $1.84 million.

The following table shows the Corporation’s recorded balance of loans on nonaccrual status as of March 31, 2026 and December 31, 2025. The Corporation recognized $13,000 in interest income on loans on nonaccrual status as of March 31, 2026 and had no reversals of interest income upon placing loans on nonaccrual status during the three months ended March 31, 2026. All nonaccrual loans at March 31, 2026 and December 31, 2025 had an allowance for credit losses, with none individually evaluated.

Table of Contents


		March 31,		December 31,
(Dollars in thousands)		2026		2025
Commercial business		$	2	$	—
Residential mortgage			1,097		1,135
Consumer finance - automobiles			890		1,022
Consumer finance - marine and recreational vehicles			23		—
Total		$	2,012	$	2,157

Occasionally, the Corporation modifies loans to borrowers experiencing financial difficulties by providing principal forgiveness, term extensions, interest rate reductions or other-than-insignificant payment delays. As the effect of most modifications is already included in the allowance for credit losses due to the measurement methodologies used in its estimate, the allowance for credit losses is typically not adjusted upon modification. When principal forgiveness is provided at modification, the amount forgiven is charged against the allowance for credit losses. In some cases, the Corporation may provide multiple types of modifications on one loan and when multiple types of modifications occur within the same period, the combination of modifications is separately reported. There were no loans to borrowers experiencing financial difficulty that were modified during the three months ended March 31, 2026 and 2025.

The Corporation closely monitors the performance of modified loans to understand the effectiveness of its modification efforts. Upon the determination that all or a portion of a modified loan is uncollectible, that amount is charged against the allowance for credit losses. There were no payment defaults during the three months ended March 31, 2026 and 2025 of loans to borrowers experiencing financial difficulties that were modified during the previous twelve months and all were current as of March 31, 2026.

Table of Contents

NOTE 4: Allowance for Credit Losses

The Corporation conducts an analysis of the collectability of the loan portfolio on a regular basis and uses this analysis to assess the sufficiency of the allowance for credit losses on loans and to determine the necessary provision for credit losses. The Corporation segmented the loan portfolio into three loan portfolios based on common risk characteristics. The Commercial portfolio consists of commercial real estate loans, commercial business loans, commercial and consumer real estate construction loans, land acquisition and development loans, and builder lines. The Consumer portfolio consists of residential mortgage loans, equity lines, and other consumer loans. The Consumer Finance portfolio consists of automobile and marine and recreational vehicle (RV) loans.

The following table shows the allowance for credit losses activity by loan portfolio for the three months ended March 31, 2026 and 2025.

Consumer

(Dollars in thousands)

Commercial

Consumer

Finance

Total

Balance at December 31, 2025

13,239

4,179

22,259

39,677

Provision charged to operations

146

3,300

3,450

Loans charged off

—

(65)

(4,626)

(4,691)

Recoveries of loans previously charged off

1,168

1,229

Balance at March 31, 2026

13,411

4,153

22,101

39,665


					Consumer
(Dollars in thousands)	Commercial		Consumer		Finance		Total
Balance at December 31, 2024	$	13,347	$	4,032	$	22,708	$	40,087
Provision charged to operations		69		81		2,900		3,050
Loans charged off		—		(61)		(4,073)		(4,134)
Recoveries of loans previously charged off		9		34		997		1,040
Balance at March 31, 2025	$	13,425	$	4,086	$	22,532	$	40,043

The following table presents a breakdown of the provision for credit losses for the periods indicated.


		Three Months Ended March 31,
(Dollars in thousands)		2026			2025
Provision for credit losses:
Provision for loans		$	3,450		$	3,050
Provision for unfunded commitments			150			(50)
Total		$	3,600		$	3,000

The following table details the recorded balance of the classes of loans within the commercial and consumer loan portfolios by loan rating, which is reviewed on a quarterly basis, and year of origination as of March 31, 2026:


														Revolving		Revolving
		Term Loans Recorded Balance by Origination Year												Loans		Loans
														Recorded		Converted
(Dollars in thousands)		2026		2025		2024		2023		2022		Prior		Balance		to Term¹			Total
Commercial real estate:
Loan Rating
Pass		$	29,748	$	72,456	$	114,721	$	130,789	$	160,904	$	361,830	$	—	$	125		$	870,573
Special Mention			—		—		—		—		—		70		—		—			70
Total		$	29,748	$	72,456	$	114,721	$	130,789	$	160,904	$	361,900	$	—	$	125		$	870,643

Commercial business:
Loan Rating
Pass		$	6,536	$	8,790	$	7,213	$	9,434	$	12,853	$	34,694	$	38,838	$	160		$	118,518
Special Mention			—		—		—		—		—		107		—		—			107
Substandard Nonaccrual			—		—		—		—		—		2		—		—			2
Total		$	6,536	$	8,790	$	7,213	$	9,434	$	12,853	$	34,803	$	38,838	$	160	0	$	118,627

Table of Contents


Construction - commercial real estate:
Loan Rating
Pass	$	3,424	$	7,885	$	47,184	$	13,582	$	3,187	$	—	$	—	$	—	$	75,262
Total	$	3,424	$	7,885	$	47,184	$	13,582	$	3,187	$	—	$	—	$	—	$	75,262

Land acquisition and development:
Loan Rating
Pass	$	16,040	$	23,716	$	37,595	$	—	$	371	$	4,753	$	—	$	—	$	82,475
Total	$	16,040	$	23,716	$	37,595	$	—	$	371	$	4,753	$	—	$	—	$	82,475

Builder lines:
Loan Rating
Pass	$	4,976	$	19,435	$	4,978	$	446	$	1,018	$	205	$	—	$	—	$	31,058
Total	$	4,976	$	19,435	$	4,978	$	446	$	1,018	$	205	$	—	$	—	$	31,058

Construction - consumer real estate:
Loan Rating
Pass	$	2,934	$	27,061	$	2,545	$	—	$	—	$	—	$	—	$	—	$	32,540
Total	$	2,934	$	27,061	$	2,545	$	—	$	—	$	—	$	—	$	—	$	32,540

Residential mortgage:
Loan Rating
Pass	$	11,717	$	41,452	$	55,529	$	43,281	$	68,735	$	94,199	$	—	$	—	$	314,913
Special Mention		—		—		161		21		82		343		—		—		607
Substandard		—		—		—		—		—		60		—		—		60
Substandard Nonaccrual		—		—		97		800		104		96		—		—		1,097
Total	$	11,717	$	41,452	$	55,787	$	44,102	$	68,921	$	94,698	$	—	$	—	$	316,677

Equity lines:
Loan Rating
Pass	$	—	$	—	$	—	$	—	$	—	$	490	$	75,535	$	801	$	76,826
Special Mention		—		—		—		—		—		—		—		94		94
Total	$	—	$	—	$	—	$	—	$	—	$	490	$	75,535	$	895	$	76,920

Other consumer:
Loan Rating
Pass	$	1,952	$	4,111	$	2,103	$	1,108	$	580	$	308	$	42	$	—	$	10,204
Total	$	1,952	$	4,111	$	2,103	$	1,108	$	580	$	308	$	42	$	—	$	10,204

Total:
Loan Rating
Pass	$	77,327	$	204,906	$	271,868	$	198,640	$	247,648	$	496,479	$	114,415	$	1,086	$	1,612,369
Special Mention		—		—		161		21		82		520		—		94		878
Substandard		—		—		—		—		—		60		—		—		60
Substandard Nonaccrual		—		—		97		800		104		98		—		—		1,099
Total	$	77,327	$	204,906	$	272,126	$	199,461	$	247,834	$	497,157	$	114,415	$	1,180	$	1,614,406

Commercial business and equity lines include $119,000 and $169,000, respectively, of revolving loans converted to term during the three months ended March 31, 2026.


														Revolving		Revolving
		Term Loans Recorded Balance by Origination Year												Loans		Loans
														Recorded		Converted
(Dollars in thousands)		2025		2024		2023		2022		2021		Prior		Balance		to Term¹		Total
Commercial real estate:
Loan Rating
Pass		$	72,184	$	110,069	$	120,853	$	162,934	$	120,074	$	249,017	$	—	$	229	$	835,360
Special Mention			—		—		—		—		—		72		—		—		72
Total		$	72,184	$	110,069	$	120,853	$	162,934	$	120,074	$	249,089	$	—	$	229	$	835,432

Commercial business:
Loan Rating
Pass		$	9,557	$	7,623	$	10,169	$	13,091	$	11,841	$	26,507	$	36,875	$	47	$	115,710
Total		$	9,557	$	7,623	$	10,169	$	13,091	$	11,841	$	26,507	$	36,875	$	47	$	115,710

Construction - commercial real estate:

Table of Contents

Loan Rating
Pass	$	10,384	$	54,141	$	31,892	$	3,187	$	—	$	—	$	—	$	—	$	99,604
Total	$	10,384	$	54,141	$	31,892	$	3,187	$	—	$	—	$	—	$	—	$	99,604

Land acquisition and development:
Loan Rating
Pass	$	18,966	$	41,178	$	—	$	371	$	—	$	5,733	$	—	$	—	$	66,248
Total	$	18,966	$	41,178	$	—	$	371	$	—	$	5,733	$	—	$	—	$	66,248

Builder lines:
Loan Rating
Pass	$	27,069	$	8,855	$	826	$	784	$	—	$	404	$	—	$	—	$	37,938
Total	$	27,069	$	8,855	$	826	$	784	$	—	$	404	$	—	$	—	$	37,938

Construction - consumer real estate:
Loan Rating
Pass	$	24,158	$	5,130	$	—	$	—	$	—	$	—	$	—	$	—	$	29,288
Total	$	24,158	$	5,130	$	—	$	—	$	—	$	—	$	—	$	—	$	29,288

Residential mortgage:
Loan Rating
Pass	$	44,390	$	57,382	$	46,606	$	71,350	$	33,087	$	64,871	$	—	$	—	$	317,686
Special Mention		—		—		22		84		202		347		—		—		655
Substandard		—		—		—		—		—		60		—		—		60
Substandard Nonaccrual		—		113		833		189		—		—		—		—		1,135
Total	$	44,390	$	57,495	$	47,461	$	71,623	$	33,289	$	65,278	$	—	$	—	$	319,536

Equity lines:
Loan Rating
Pass	$	—	$	—	$	—	$	—	$	—	$	493	$	75,165	$	701	$	76,359
Special Mention		—		—		—		—		—		—		—		101		101
Total	$	—	$	—	$	—	$	—	$	—	$	493	$	75,165	$	802	$	76,460

Other consumer:
Loan Rating
Pass	$	5,157	$	2,512	$	1,318	$	670	$	82	$	300	$	46	$	—	$	10,085
Total	$	5,157	$	2,512	$	1,318	$	670	$	82	$	300	$	46	$	—	$	10,085

Total:
Loan Rating
Pass	$	211,865	$	286,890	$	211,664	$	252,387	$	165,084	$	347,325	$	112,086	$	977	$	1,588,278
Special Mention		—		—		22		84		202		419		—		101		828
Substandard		—		—		—		—		—		60		—		—		60
Substandard Nonaccrual		—		113		833		189		—		—		—		—		1,135
Total	$	211,865	$	287,003	$	212,519	$	252,660	$	165,286	$	347,804	$	112,086	$	1,078	$	1,590,301

Commercial real estate and equity lines include $128,000 and $516,000, respectively, of revolving loans converted to term during the year ended December 31, 2025.

The following table details the recorded balance of the classes of loans within the consumer finance loan portfolio by credit rating at the time of origination and year of origination as of March 31, 2026:

Revolving

Term Loans Recorded Balance by Origination Year

Loans

Revolving

Converted

(Dollars in thousands)

 

2026

2025

2024

2023

2022

Prior

Loans

to Term

Total

Consumer finance - automobiles:

Credit rating¹

Very good

6,915

20,282

13,090

5,417

3,803

955

—

50,462

Good

14,165

42,919

25,800

14,942

15,416

4,252

—

117,494

Fairly good

12,399

45,770

27,028

20,605

19,898

8,241

—

133,941

Fair

7,193

28,267

17,053

12,529

11,958

6,974

—

83,974

Marginal

1,330

6,710

3,392

2,460

2,789

2,921

—

19,602

Total

42,002

143,948

86,363

55,953

53,864

23,343

—

405,473

Consumer finance - marine and recreational vehicles:

Credit rating¹

Very good

—

1,302

5,893

4,695

10,246

14,396

—

36,532

Good

—

1,426

3,755

5,391

5,301

2,364

—

18,237

Fairly good

—

164

171

—

404

Table of Contents

Total

—

2,728

9,648

10,250

15,718

16,829

—

55,173

Total:

Credit rating¹

Very good

6,915

21,584

18,983

10,112

14,049

15,351

—

86,994

Good

14,165

44,345

29,555

20,333

20,717

6,616

—

135,731

Fairly good

12,399

45,770

27,028

20,769

20,069

8,310

—

134,345

Fair

7,193

28,267

17,053

12,529

11,958

6,974

—

83,974

Marginal

1,330

6,710

3,392

2,460

2,789

2,921

—

19,602

Total

42,002

146,676

96,011

66,203

69,582

40,172

—

460,646

1	Credit ratings with a FICO score greater than 739 are considered Very Good, FICO scores ranging from 670-739 are considered Good, FICO scores ranging from 625-669 are considered Fairly Good, FICO scores ranging from 580-624 are considered Fair and FICO scores less than 580 are considered Marginal.


																Revolving
		Term Loans Recorded Balance by Origination Year														Loans
														Revolving		Converted
(Dollars in thousands)		2025		2024		2023		2022		2021		Prior		Loans		to Term		Total
Consumer finance - automobiles:
Credit rating¹
Very good		$	22,600	$	14,758	$	6,212	$	4,543	$	1,123	$	111	$	—	$	—	$	49,347
Good			46,079		28,573		17,066		17,449		4,853		519		—		—		114,539
Fairly good			48,871		29,704		23,209		23,345		9,043		1,397		—		—		135,569
Fair			29,774		18,942		14,528		14,266		7,011		1,815		—		—		86,336
Marginal			6,960		3,751		2,893		3,243		2,626		1,048		—		—		20,521
Total		$	154,284	$	95,728	$	63,908	$	62,846	$	24,656	$	4,890	$	—	$	—	$	406,312

Consumer finance - marine and recreational vehicles:
Credit rating¹
Very good		$	1,339	$	6,231	$	4,999	$	10,700	$	6,473	$	8,789	$	—	$	—	$	38,531
Good			1,442		3,937		5,533		5,604		1,066		1,441		—		—		19,023
Fairly good			—		—		165		173		32		39		—		—		409
Total		$	2,781	$	10,168	$	10,697	$	16,477	$	7,571	$	10,269	$	—	$	—	$	57,963

Total:
Credit rating¹
Very good		$	23,939	$	20,989	$	11,211	$	15,243	$	7,596	$	8,900	$	—	$	—	$	87,878
Good			47,521		32,510		22,599		23,053		5,919		1,960		—		—		133,562
Fairly good			48,871		29,704		23,374		23,518		9,075		1,436		—		—		135,978
Fair			29,774		18,942		14,528		14,266		7,011		1,815		—		—		86,336
Marginal			6,960		3,751		2,893		3,243		2,626		1,048		—		—		20,521
Total		$	157,065	$	105,896	$	74,605	$	79,323	$	32,227	$	15,159	$	—	$	—	$	464,275

1	Credit ratings with a FICO score greater than 739 are considered Very Good, FICO scores ranging from 670-739 are considered Good, FICO scores ranging from 625-669 are considered Fairly Good, FICO scores ranging from 580-624 are considered Fair and FICO scores less than 580 are considered Marginal.

The following table details the current period gross charge-offs of loans by year of origination for the three months ended March 31, 2026.


																Revolving
		Current Period Gross Charge-offs by Origination Year														Loans
														Revolving		Converted
(Dollars in thousands)		2026		2025		2024		2023		2022		Prior		Loans		to Term		Total
Equity lines		$	—	$	—	$	—	$	5	$	—	$	6	$	—	$	—	$	11
Other consumer¹			42		5		7		—		—		—		—		—		54
Consumer finance - automobiles			—		556		968		1,248		1,242		482		—		—		4,496
Consumer finance - marine and recreational vehicles			—		—		28		26		64		12		—		—		130
Total		$	42	$	561	$	1,003	$	1,279	$	1,306	$	500	$	—	$	—	$	4,691

Table of Contents

1	Gross charge-offs of other consumer loans for the three months ended March 31, 2026 included $217,000 of demand deposit overdrafts that originated in 2026.

The following table details the current period gross charge-offs of loans by year of origination for the three months ended March 31, 2025.


																Revolving
		Current Period Gross Charge-offs by Origination Year														Loans
														Revolving		Converted
(Dollars in thousands)		2025		2024		2023		2022		2021		Prior		Loans		to Term		Total
Residential mortgage		$	6	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	6
Other consumer¹			45		10		—		—		—		—		—		—		55
Consumer finance - automobiles			—		593		1,004		1,616		587		196		—		—		3,996
Consumer finance - marine and recreational vehicles			—		—		13		52		10		2		—		—		77
Total		$	51	$	603	$	1,017	$	1,668	$	597	$	198	$	—	$	—	$	4,134

1	Gross charge-offs of other consumer loans for the three months ended March 31, 2025 included $45,000 of demand deposit overdrafts that originated in 2025.

As of March 31, 2026 and December 31, 2025, the Corporation had no collateral dependent loans for which repayment was expected to be derived substantially through the operation or sale of the collateral and where the borrower is experiencing financial difficulty.

NOTE 5: Goodwill and Other Intangible Assets

The carrying amount of goodwill was $25.19 million at March 31, 2026 and December 31, 2025. There were no changes in the recorded balance of goodwill during the three months ended March 31, 2026 or 2025.

The Corporation had $884,000 and $909,000 of other intangible assets as of March 31, 2026 and December 31, 2025, respectively. Other intangible assets were recognized in connection with the core deposits acquired from Peoples Bankshares, Incorporated in 2020 and customer relationships acquired by C&F Wealth Management in 2016.

The following table summarizes the gross carrying amounts and accumulated amortization of other intangible assets.

March 31,

December 31,

2026

2025

Gross

Carrying

Accumulated

Carrying

Accumulated

(Dollars in thousands)

Amount

Amortization

Amount

Amortization

Amortizable intangible assets:

Core deposit intangibles

1,711

(827)

1,711

(802)

Other amortizable intangibles

1,405

(1,405)

1,405

(1,405)

Total

3,116

(2,232)

3,116

(2,207)

Amortization expense was $25,000 and $63,000 for the three months ended March 31, 2026 and 2025, respectively.

NOTE 6: Equity, Other Comprehensive Income and Earnings Per Share

Equity and Noncontrolling Interest

The Board of Directors authorized a program, effective January 1, 2026 through December 31, 2026, to repurchase up to $5.0 million of the Corporation’s common stock (the 2026 Repurchase Program). During the three months ended

Table of Contents

March 31, 2026, the Corporation repurchased 4,279 of its common stock under the 2026 Repurchase Program. As of March 31, 2026, there was $4.7 million remaining available for repurchases of the Corporation’s common stock under the 2026 Repurchase Program. The Corporation did not repurchase any of its common stock during the three months ended March 31, 2025 under the Corporation’s previous share repurchase program, effective January 1, 2025 through December 31, 2025 (the 2025 Repurchase Program).

Additionally, during the three months ended March 31, 2026 and 2025, the Corporation withheld 4,167 shares and 5,357 shares of its common stock, respectively, from employees to satisfy tax withholding obligations upon vesting of restricted stock.

Noncontrolling interest represents an ownership interest in C&F Select LLC, a subsidiary of C&F Mortgage, held by an unrelated investor.

Accumulated Other Comprehensive Loss, Net

Changes in each component of accumulated other comprehensive loss were as follows for the three months ended March 31, 2026 and 2025.

 

Securities

 

Defined

 

Cash

 

Available

Benefit

Flow

(Dollars in thousands)

For Sale

Plan

Hedges

Total

Accumulated other comprehensive (loss) income at December 31, 2025

(10,212)

(1,258)

304

(11,166)

Other comprehensive (loss) income arising during the period

(1,846)

—

(1,764)

Related income tax effects

388

—

(21)

367

(1,458)

—

(1,397)

Reclassifications into net income

—

(17)

(2)

(19)

Related income tax effects

—

(13)

(1)

(14)

Other comprehensive (loss) income, net of tax

(1,458)

(13)

(1,411)

Accumulated other comprehensive (loss) income at March 31, 2026

(11,670)

(1,271)

364

(12,577)


		Securities			Defined			Cash
		Available			Benefit			Flow
(Dollars in thousands)		For Sale			Plan			Hedges			Total
Accumulated other comprehensive (loss) income at December 31, 2024		$	(23,693)		$	(1,797)		$	886		$	(24,604)

Other comprehensive income (loss) arising during the period			5,835			—			(387)			5,448
Related income tax effects			(1,225)			—			100			(1,125)
			4,610			—			(287)			4,323

Reclassifications into net income			—			(12)			(2)			(14)
Related income tax effects			—			3			1			4
			—			(9)			(1)			(10)

Other comprehensive income (loss), net of tax			4,610			(9)			(288)			4,313

Accumulated other comprehensive (loss) income at March 31, 2025		$	(19,083)		$	(1,806)		$	598		$	(20,291)

Table of Contents

The following table provides information regarding reclassifications from accumulated other comprehensive loss into net income for the three months ended March 31, 2026 and 2025.


		Three Months Ended March 31,						Line Item In the Consolidated
(Dollars in thousands)		2026			2025			Statements of Income
Securities available for sale:
Reclassification of net realized losses into net income		$	—		$	—		Net losses on sales, maturities and calls of available for sale securities
Related income tax effects			—			—		Income tax expense
			—			—		Net of tax

Defined benefit plan:¹
Reclassification of recognized net actuarial losses into net income			—			(5)		Noninterest expenses - Other
Amortization of prior service credit into net income			17			17		Noninterest expenses - Other
Related income tax effects			(4)			(3)		Income tax expense
			13			9		Net of tax

Cash flow hedges:
Amortization of hedging gains into net income			2			2		Interest expense - Trust preferred capital notes
Related income tax effects			(1)			(1)		Income tax expense
			1			1		Net of tax

Total		$	14		$	10

1	See “Note 8: Employee Benefit Plans,” for additional information.

Earnings Per Share (EPS)

The components of the Corporation’s EPS calculations are as follows:


	Three Months Ended March 31,
(Dollars in thousands)	2026			2025
Net income attributable to C&F Financial Corporation	$	6,747		$	5,368
Weighted average shares outstanding—basic and diluted		3,248,485			3,234,935

The Corporation has applied the two-class method of computing basic and diluted EPS for each period presented because the Corporation’s unvested restricted shares outstanding contain rights to nonforfeitable dividends equal to dividends on the Corporation’s common stock. Accordingly, the weighted average number of shares used in the calculation of basic and diluted EPS includes both vested and unvested shares outstanding.

Table of Contents

NOTE 7: Share-Based Plans

Under the 2022 Stock and Incentive Compensation Plan the Corporation is permitted to award, and previously under the 2013 Stock and Incentive Compensation Plan until April 19, 2022, the Corporation was permitted to award, shares of restricted stock to certain key employees, non-employee directors and consultants. Restricted shares awarded to employees generally vest over periods up to five years, and restricted shares awarded to non-employee directors generally vest over periods up to three years. A summary of the activity for restricted stock awards for the periods indicated is presented below:


		2026
				Weighted-
				Average
				Grant Date
		Shares		Fair Value
Unvested, December 31, 2025		100,578		$	65.57
Granted		10,235			74.14
Vested		(10,123)			67.99
Forfeited		(210)			71.73
Unvested, March 31, 2026		100,480			66.18


		2025
				Weighted-
				Average
				Grant Date
		Shares		Fair Value
Unvested, December 31, 2024		119,778		$	54.56
Granted		8,550			86.03
Vested		(12,810)			53.20
Forfeited		(1,710)			56.96
Unvested, March 31, 2025		113,808			57.04

The fair value of shares that vested during the three months ended March 31, 2026 and 2025 was $746,000 and $1.02 million, respectively. Compensation is accounted for using the fair value of the Corporation’s common stock on the date the restricted shares are awarded. Compensation expense, net of forfeitures, is charged to income ratably over the required service periods and was $514,000 ($377,000 after income taxes) and $461,000 ($271,000 after income taxes) for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, there was $3.90 million of total unrecognized compensation cost related to restricted stock granted under the plans, which is expected to be recognized through 2031, with a weighted-average remaining service period of 3 years.

Table of Contents

NOTE 8: Employee Benefit Plans

The following table summarizes the components of net periodic benefit cost for the Bank’s non-contributory cash balance pension plan.


		Three Months Ended March 31,
(Dollars in thousands)		2026			2025
Components of net periodic benefit cost:
Service cost, included in salaries and employee benefits		$	353		$	346

Other components of net periodic benefit cost:
Interest cost			228			218
Expected return on plan assets			(410)			(369)
Amortization of prior service credit			(17)			(17)
Recognized net actuarial losses			—			5
Other components of net periodic benefit cost, included in other noninterest expense			(199)			(163)

Net periodic benefit cost		$	154		$	183

NOTE 9: Fair Value of Assets and Liabilities

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. GAAP requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP also establishes a fair value hierarchy which prioritizes the valuation inputs into three broad levels. Based on the underlying inputs, each fair value measurement in its entirety is reported in one of the three levels. These levels are:

●

Level 1—Valuation is based upon quoted prices for identical instruments traded in active markets. Level 1 assets and liabilities include debt securities traded in an active exchange market.

●

Level 2—Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3—Valuation is determined using model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect the Corporation’s estimates of assumptions that market participants would use in pricing the respective asset or liability. Valuation techniques may include the use of pricing models, discounted cash flow models and similar techniques.

GAAP allows an entity the irrevocable option to elect fair value (the fair value option) for the initial and subsequent measurement for certain financial assets and liabilities on a contract-by-contract basis. The Corporation has elected to use fair value accounting for its entire portfolio of loans held for sale (LHFS).

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following describes the valuation techniques and inputs used by the Corporation in determining the fair value of certain assets recorded at fair value on a recurring basis in the financial statements.

Securities available for sale. The Corporation primarily values its investment portfolio using Level 2 fair value measurements, but may also use Level 1 or Level 3 measurements if required by the composition of the portfolio. At March 31, 2026 and December 31, 2025, the Corporation’s entire securities portfolio was comprised of investments in

Table of Contents

debt securities classified as available for sale, which were valued using Level 2 fair value measurements. The Corporation has contracted with third party portfolio accounting service vendors for valuation of its securities portfolio. The vendors’ sources for security valuation are ICE Data Services (ICE), London Stock Exchange Group (LSEG) and Bloomberg Valuation Service (BVAL). Each source provides opinions, known as evaluated prices, as to the value of individual securities based on model-based pricing techniques that are partially based on available market data, including prices for similar instruments in active markets and prices for identical assets in markets that are not active. ICE provides evaluated prices for the Corporation’s obligations of states and political subdivisions category of securities. ICE uses proprietary pricing models and pricing systems, mathematical tools and judgment to determine an evaluated price for a security based upon a hierarchy of market information regarding that security or securities with similar characteristics. LSEG and BVAL provide evaluated prices for the Corporation’s U.S. treasury, government agencies and corporations, mortgage-backed, and corporate categories of securities. U.S. treasury securities and fixed-rate callable securities of U.S. government agencies and corporations are individually evaluated on an option adjusted spread basis for callable issues or on a nominal spread basis incorporating the term structure of agency market spreads and the appropriate risk free benchmark curve for non-callable issues. Pass-through mortgage-backed securities (MBS) in the mortgage-backed category are grouped into aggregate categories defined by issuer program, weighted average coupon, and weighted average maturity. Each aggregate category is benchmarked to relative to-be-announced mortgage-backed securities (TBA securities) or other benchmark prices. TBA securities prices are obtained from market makers and live trading systems. Collateralized mortgage obligations in the mortgage-backed category are individually evaluated based upon a hierarchy of security specific information and market data regarding that security or securities with similar characteristics. Each evaluation is determined using an option adjusted spread and prepayment model based on volatility-driven, multi-dimensional spread tables. Fixed-rate securities issued by the Small Business Association in the mortgage-backed category are individually evaluated based upon a hierarchy of security specific information and market data regarding that security or securities with similar characteristics.

Other investments. The Corporation holds equity investments in funds that provide debt and equity financing to small businesses. These investments are recorded at fair value and included in “Other Assets” in the Consolidated Balance Sheets. Changes in fair value are recognized in “Investment income from other equity interests” on the Consolidated Statements of Income. The funds are managed by investment companies, and the net asset value of each fund is reported regularly by the investment companies. At March 31, 2026 and December 31, 2025, the combined fair value of these investments was $1.63 million and $1.66 million, respectively. These investments, measured at net asset value, are not presented in the tables below related to fair value measurements. Changes in fair value of these investments resulted in the recognition of unrealized gains of $71,000 and $59,000 for the three months ended March 31, 2026 and 2025, respectively.

The Corporation also holds certain equity investments consisting of equity interests in an independent insurance agency and a full service title and settlement agency (collectively, the agencies). These investments are subject to contractual sale restrictions that only permit the sale of the investments back to the agencies themselves. At March 31, 2026 and December 31, 2025, the fair value of these investments was $4.41 million and $4.43 million, respectively. These investments are recorded at fair value based on the contractual redemption value of the Corporation’s proportionate share of the agencies’ equity. Changes in fair value are recognized in “Investment income from other equity interests” on the Consolidated Statements of Income and resulted in the recognition of unrealized gains of $301,000 and $148,000 for the three months ended March 31, 2026 and 2025, respectively. The Corporation’s investments in these agencies are classified as Level 2.

Loans held for sale. Fair value of the Corporation’s LHFS is based on observable market prices for similar instruments traded in the secondary mortgage loan markets in which the Corporation conducts business. The Corporation’s portfolio of LHFS is classified as Level 2.

Derivative asset - IRLCs. The Corporation recognizes IRLCs at fair value. Fair value of IRLCs is based on either (i) the price of the underlying loans obtained from an investor for loans that will be delivered on a best efforts basis or (ii) the observable price for individual loans traded in the secondary market for loans that will be delivered on a mandatory basis. All of the Corporation’s IRLCs are classified as Level 2.

Rabbi trust assets. The Corporation’s rabbi trust holds assets intended to be used to fund the liability associated with its deferred compensation plan. The assets held by the rabbi trust are invested at the direction of the individual participants,

Table of Contents

generally in marketable investment securities such as common stocks and mutual funds or short-term investments (e.g., cash), and are measured at fair value. Rabbi trust assets and the associated deferred compensation plan liability are included in other assets and other liabilities, respectively, in the Consolidated Balance Sheets. The Corporation’s rabbi trust assets are classified as Level 1.

Derivative asset/liability – interest rate swaps on loans. The Corporation recognizes interest rate swaps at fair value. The Corporation has contracted with a third party vendor to provide valuations for these interest rate swaps using the discounted cash flow method. All of the Corporation’s interest rate swaps on loans are classified as Level 2.

Derivative asset/liability – cash flow hedges. The Corporation recognizes cash flow hedges at fair value. The Corporation has contracted with a third party vendor to provide valuations for these cash flow hedges using the discounted cash flow method. All of the Corporation’s cash flow hedges are classified as Level 2.

The following table presents the balances of financial assets and liabilities measured at fair value on a recurring basis. The fair value of forward sales of mortgage loans were not material to the consolidated financial statements of the Corporation at March 31, 2026 or December 31, 2025.

March 31, 2026

Fair Value Measurements Classified as

Assets/Liabilities at

(Dollars in thousands)

Level 1

 

Level 2

 

Level 3

 

Fair Value

Assets:

Securities available for sale

U.S. Treasury securities

—

4,908

—

4,908

U.S. government agencies and corporations

—

53,650

—

53,650

Mortgage-backed securities

—

220,423

—

220,423

Obligations of states and political subdivisions

—

157,874

—

157,874

Corporate and other debt securities

—

33,764

—

33,764

Total securities available for sale

—

470,619

—

470,619

Loans held for sale

—

56,120

—

56,120

Other investments

—

4,414

—

4,414

Rabbi trust assets

17,109

—

17,109

Derivatives

IRLC

—

1,284

—

1,284

Interest rate swaps on loans

—

2,485

—

2,485

Cash flow hedges

—

602

—

602

Total assets

17,109

535,524

—

552,632

Liabilities:

Derivatives

Interest rate swaps on loans

—

2,485

—

2,485

Cash flow hedges

—

129

—

129

Total liabilities

—

2,614

—

2,614

Table of Contents


	December 31, 2025
	Fair Value Measurements Classified as									Assets/Liabilities at
(Dollars in thousands)	Level 1			Level 2			Level 3			Fair Value
Assets:
Securities available for sale
U.S. Treasury securities	$	—		$	4,887		$	—		$	4,887
U.S. government agencies and corporations		—			55,710			—			55,710
Mortgage-backed securities		—			205,832			—			205,832
Obligations of states and political subdivisions		—			157,091			—			157,091
Corporate and other debt securities		—			34,591			—			34,591
Total securities available for sale		—			458,111			—			458,111
Loans held for sale		—			40,911			—			40,911
Other investments		—			4,428			—			4,428
Rabbi trust assets		17,510			—			—			17,510
Derivatives
IRLC		—			574			—			574
Interest rate swaps on loans		—			2,503			—			2,503
Cash flow hedges		—			598			—			598
Total assets	$	17,510		$	507,125		$	—		$	524,635

Liabilities:
Derivatives
Interest rate swaps on loans	$	—		$	2,503		$	—		$	2,503
Cash flow hedges		—			208			—			208
Total liabilities	$	—		$	2,711		$	—		$	2,711

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The Corporation may be required, from time to time, to measure and recognize certain assets at fair value on a nonrecurring basis in accordance with GAAP. The following describes the valuation techniques and inputs used by the Corporation in determining the fair value of certain assets recorded at fair value on a nonrecurring basis in the financial statements.

OREO. OREO is held for sale and initially recorded at fair value less estimated costs to sell. Initial fair value is based upon appraisals the Corporation obtains from independent licensed appraisers or recent sales of similar properties and general market conditions. Subsequently, management periodically performs valuations of the assets based on updated appraisals, general market conditions, recent sales of similar properties, length of time the properties have been held, and our ability and intent with regard to continued ownership of the properties. The Corporation may incur additional write-downs of OREO to fair value less estimated costs to sell if valuations indicate a further deterioration in market conditions. As such, the Corporation records OREO as a nonrecurring fair value measurement classified as Level 3. At December 31, 2025, OREO was comprised of a property previously used by the Bank as a branch, which was consolidated into a nearby branch in 2024.

Collateral dependent loans. When a borrower is experiencing financial difficulty and repayment is expected substantially through the sale of the collateral, the loan is individually evaluated for purposes of estimating the allowance for credit losses and may be recorded at the fair value of the underlying collateral less estimated costs to sell. The level of the allowance for credit losses is recorded to reflect the net amount expected to be collected. The Corporation obtains an appraisal from independent licensed appraisers with relevant industry experience. When a collateral dependent loan is measured at fair value based solely on observable market prices or a current appraisal without further adjustments for unobservable inputs, the nonrecurring fair value measurement is classified as Level 2. The Corporation may adjust the appraised value based on recent sales of similar properties or general market conditions when appropriate and as such, records the collateral dependent loan where the borrower is experiencing financial difficulty as a nonrecurring fair value measurement classified as Level 3. At March 31, 2026 and December 31, 2025, the Corporation had no collateral dependent loans where the borrower is experiencing financial difficulty.

Table of Contents

The following table presents the balances of assets measured at fair value on a nonrecurring basis at December 31, 2025. There were no assets measured at fair value on a nonrecurring basis at March 31, 2026.


		December 31, 2025
		Fair Value Measurements Classified as									Assets at Fair
(Dollars in thousands)		Level 1			Level 2			Level 3			Value
Other real estate owned, net		$	—		$	—		$	1,316		$	1,316
Total		$	—		$	—		$	1,316		$	1,316

Fair Value of Financial Instruments

FASB ASC 825, Financial Instruments, requires disclosure about fair value of financial instruments, including those financial assets and financial liabilities that are not required to be measured and reported at fair value on a recurring or nonrecurring basis. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Corporation. The Corporation uses the exit price notion in calculating the fair values of financial instruments not measured at fair value on a recurring basis.

The following tables reflect the carrying amounts and estimated fair values of the Corporation’s financial instruments whether or not recognized on the Consolidated Balance Sheets at fair value.

Carrying

 Fair Value Measurements at March 31, 2026 Classified as

Total Fair

(Dollars in thousands)

 Value

Level 1

Level 2

Level 3

 Value

Financial assets:

Cash and short-term investments

79,202

77,427

1,775

—

79,202

Securities available for sale

470,619

—

470,619

—

470,619

Loans, net

2,035,387

—

2,035,695

Loans held for sale

56,120

—

56,120

—

56,120

Other investments

4,414

—

4,414

—

4,414

Rabbi trust assets

17,109

—

17,109

Derivatives

IRLC

1,284

—

1,284

—

1,284

Interest rate swaps on loans

2,485

—

2,485

—

2,485

Cash flow hedges

602

—

602

—

602

Bank-owned life insurance

21,911

—

21,911

—

21,911

Accrued interest receivable

11,752

—

11,752

Financial liabilities:

Demand and savings deposits

1,476,152

—

1,476,152

Time deposits

923,304

—

922,137

—

922,137

Borrowings

95,501

—

91,933

—

91,933

Derivatives

Interest rate swaps on loans

2,485

—

2,485

—

2,485

Cash flow hedges

129

—

129

—

129

Accrued interest payable

4,642

—

4,642

Table of Contents


	Carrying		Fair Value Measurements at December 31, 2025 Classified as						Total Fair
(Dollars in thousands)	Value		Level 1		Level 2		Level 3		Value
Financial assets:
Cash and short-term investments	$	79,916	$	79,132	$	784	$	—	$	79,916
Securities available for sale		458,111		—		458,111		—		458,111
Loans, net		2,014,899		—		—		2,008,199		2,008,199
Loans held for sale		40,911		—		40,911		—		40,911
Other investments		4,428		—		4,428		—		4,428
Rabbi trust assets		17,510		17,510		—		—		17,510
Derivatives
IRLC		574		—		574		—		574
Interest rate swaps on loans		2,503		—		2,503		—		2,503
Cash flow hedges		598		—		598		—		598
Bank-owned life insurance		21,808		—		21,808		—		21,808
Accrued interest receivable		11,726		11,726		—		—		11,726
Financial liabilities:
Demand and savings deposits		1,449,356		1,449,356		—		—		1,449,356
Time deposits		896,367		—		895,898		—		895,898
Borrowings		105,493		—		102,881		—		102,881
Derivatives
Interest rate swaps on loans		2,503		—		2,503		—		2,503
Forward sales of TBA securities		208		—		208		—		208
Accrued interest payable		3,745		3,745		—		—		3,745

NOTE 10: Business Segments

The Corporation operates in a decentralized fashion in three business segments: community banking, mortgage banking and consumer finance. The community banking segment comprises C&F Bank, C&F Wealth Management, C&F Insurance and CVB Title. Revenues from community banking operations consist primarily of net interest income related to investments in loans and securities and outstanding deposits and borrowings, fees earned on deposit accounts, debit card interchange activity, and net revenues from offering wealth management services through third-party service providers. Through C&F Mortgage, mortgage banking operating revenues consist principally of gains on sales of loans in the secondary market, mortgage banking fee income related to loan originations, fees earned by providing mortgage loan origination functions to third-party lenders, and net interest income on mortgage loans held for sale. Revenues from consumer finance operations through C&F Finance consist primarily of net interest income earned on purchased retail installment sales contracts.

The standalone Corporation’s revenues and expenses are comprised primarily of interest expense associated with the Corporation’s trust preferred capital notes and subordinated debt, general corporate expenses, and changes in the value of investments held in the rabbi trust and the deferred compensation liability related to its nonqualified deferred compensation plan. The results of the Corporation, which includes funding and operating costs that are not allocated to the business segments, are included in the column labeled “Other” in the tables below.

The Corporation’s chief operating decision makers (CODMs) are the President/Chief Executive Officer and the Chief Financial Officer. The CODMs use net income to evaluate income generated from segment assets in deciding whether to reinvest profits into the segments or into other parts of the entity, such as for acquisitions or to pay dividends. Net income is used to monitor budget versus actual results. The CODMs also use net income in competitive analysis by benchmarking to the Corporation’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segments and in establishing management’s compensation.

Interest expense is allocated to the mortgage banking and consumer finance segments through borrowings from the community banking segment. The community banking segment extends two warehouse lines of credit to the mortgage

Table of Contents

banking segment, providing a portion of the funds needed to originate mortgage loans, that carry interest rates at the daily FHLB advance rate plus a spread ranging from 50 basis points to 175 basis points. The community banking segment also provides the consumer finance segment with a portion of the funds needed to purchase loan contracts by means of a variable rate line of credit that carries interest at one-month term SOFR plus 211.5 basis points, with a floor of 3.5 percent and a ceiling of 6.0 percent, and fixed rate notes that carry interest at rates ranging from 3.8 percent to 4.1 percent. The community banking segment acquires certain residential real estate loans from the mortgage banking segment at prices similar to those paid by third-party investors. These transactions are eliminated to reach consolidated totals. In addition to unallocated expenses recorded by the holding company, certain overhead costs are incurred by the community banking segment and are not allocated to the mortgage banking and consumer finance segments.

Three Months Ended March 31, 2026

 

Community

 

Mortgage

 

Consumer

 

(Dollars in thousands)

Banking

Finance

Other

Eliminations

Consolidated

Interest income

26,172

540

12,218

—

216

39,146

Interest expense

10,335

—

1,102

—

11,437

Net interest income before allocation

15,837

540

12,218

(1,102)

216

27,709

Net interest allocation¹

5,784

(232)

(5,552)

—

Net interest income

21,621

308

6,666

(1,102)

216

27,709

Gain on sales of loans

—

2,729

—

(184)

2,545

Other noninterest income

4,496

1,705

154

(300)

(50)

6,005

Net revenue

26,117

4,742

6,820

(1,402)

(18)

36,259

Provision for credit losses

300

—

3,300

—

3,600

Salaries and employee benefits

10,117

2,262

2,032

(54)

—

14,357

Occupancy expense

1,854

215

146

—

2,215

Data processing

2,473

372

321

—

3,175

Professional fees

640

194

—

917

Insurance expense

380

—

430

Marketing and advertising expenses

420

112

—

547

Loan processing and collection expenses

360

474

—

873

Provision for indemnifications

—

(35)

—

(35)

Other segment items²

1,157

189

415

(18)

1,836

Total noninterest expense

17,080

3,522

3,628

103

(18)

24,315

Income (loss) before taxes

8,737

1,220

(108)

(1,505)

—

8,344

Income tax expense (benefit)

1,627

310

(27)

(360)

—

1,550

Net income (loss)

7,110

910

(81)

(1,145)

—

6,794

Other data:

Capital expenditures

320

—

322

Depreciation and amortization

831

—

940

1	Interest expense is allocated to the mortgage banking and consumer finance segments through borrowings from the community banking segment.

2	Other segment items for each reportable segment include:

Community banking – licenses and other taxes expense, travel and education expense, telecommunications expense, other real estate owned losses and expense, net periodic pension cost, office supplies, and certain overhead expenses.

Mortgage banking – licenses and other taxes expense, travel and education expense, telecommunications expense, office supplies, and certain overhead expenses.

Consumer finance – licenses and other taxes expense, travel and education expense, telecommunications expense, payment processing expense, office supplies, and certain overhead expenses.

Table of Contents


		Three Months Ended March 31, 2025
		Community			Mortgage			Consumer
(Dollars in thousands)		Banking			Banking			Finance			Other			Eliminations			Consolidated
Interest income		$	23,384		$	339		$	12,123		$	—		$	142		$	35,988
Interest expense			10,381			—			—			597			—			10,978
Net interest income before allocation			13,003			339			12,123			(597)			142			25,010
Net interest allocation¹			5,754			(72)			(5,682)			—			—			—
Net interest income			18,757			267			6,441			(597)			142			25,010
Gain on sales of loans			—			1,985			—			—			(138)			1,847
Other noninterest income			4,230			1,136			177			222			(39)			5,726
Net revenue			22,987			3,388			6,618			(375)			(35)			32,583

Provision for credit losses			100			—			2,900			—			—			3,000

Salaries and employee benefits			9,279			1,792			1,977			435			—			13,483
Occupancy expense			1,830			213			150			—			—			2,193
Data processing			2,342			226			290			8			—			2,866
Professional fees			724			26			91			80			—			921
Insurance expense			416			30			45			—			—			491
Marketing and advertising expenses			384			140			5			—			—			529
Loan processing and collection expenses			42			230			411			—			—			683
Provision for indemnifications			—			(25)			—			—			—			(25)
Other segment items²			1,215			177			436			107			(17)			1,918
Total noninterest expense			16,232			2,809			3,405			630			(17)			23,059

Income (loss) before taxes			6,655			579			313			(1,005)			(18)			6,524
Income tax expense (benefit)			1,210			148			87			(312)			(4)			1,129
Net income (loss)		$	5,445		$	431		$	226		$	(693)		$	(14)		$	5,395

Other data:
Capital expenditures		$	236		$	31		$	—		$	—		$	—		$	267
Depreciation and amortization			875			33			80			—			—			988

1	Interest expense is allocated to the mortgage banking and consumer finance segments through borrowings from the community banking segment.

2	Other segment items for each reportable segment include:

Mortgage banking – licenses and other taxes expense, travel and education expense, telecommunications expense, office supplies, and certain overhead expenses.

Consumer finance – licenses and other taxes expense, travel and education expense, telecommunications expense, payment processing expense, office supplies, and certain overhead expenses.


	Community			Mortgage			Consumer
(Dollars in thousands)	Banking			Banking			Finance			Other			Eliminations			Consolidated
At March 31, 2026:
Total assets	$	2,695,814		$	64,422		$	466,309		$	33,027		$	(445,824)		$	2,813,748
Total loans held for investment, net		1,596,841			—			438,546			—			—			2,035,387
Total loans held for sale		—			56,598			—			—			(478)			56,120
Total deposits		2,415,510			—			—			—			(16,054)			2,399,456

At December 31, 2025:
Total assets	$	2,651,694		$	51,275		$	469,942		$	31,218		$	(435,635)		$	2,768,494
Total loans held for investment, net		1,569,530			—			442,016			—			3,353			2,014,899
Total loans held for sale		—			44,286			—			—			(3,375)			40,911
Total deposits		2,359,650			—			—			—			(13,927)			2,345,723

Table of Contents

NOTE 11: Commitments and Contingent Liabilities

The Corporation enters into commitments to extend credit in the normal course of business to meet the financing needs of its customers, including loan commitments and standby letters of credit. These instruments involve elements of credit and interest rate risk in excess of the amounts recorded on the Consolidated Balance Sheets. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit written is represented by the contractual amount of these instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Collateral is obtained based on management’s credit assessment of the customer.

Loan commitments are agreements to extend credit to a customer provided that there are no violations of the terms of the contract prior to funding. Commitments have fixed expiration dates or other termination clauses and may require payment of a fee by the customer. Because many of the commitments may expire without being completely drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of loan commitments at the Bank was $495.69 million at March 31, 2026 and $443.28 million at December 31, 2025, which does not include IRLCs at the mortgage banking segment, which are discussed in Note 12. Off balance sheet credit exposures, including loan commitments, are not recorded on balance sheet, but expected credit losses arising from off balance sheet credit exposures are recorded as a reserve for unfunded commitments and reported in Other Liabilities. The following table presents the Corporation’s reserve for unfunded commitments for the periods indicated.


		Three Months Ended March 31,
(Dollars in thousands)		2026		2025
Balance at the beginning of period		$	1,600	$	1,800
Provision charged to operations			150		(50)
Total		$	1,750	$	1,750

Standby letters of credit are written conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The total contract amount of standby letters of credit, whose contract amounts represent credit risk, was $21.57 million at March 31, 2026 and $22.21 million at December 31, 2025.

The mortgage banking segment sells the majority of the residential mortgage loans it originates to third-party investors. Additionally, the community banking segment purchases residential mortgage loans from the mortgage banking segment under terms and conditions similar to third-party investors. As is customary in the industry, the agreements with these investors require the mortgage banking segment to extend representations and warranties with respect to program compliance, borrower misrepresentation, fraud, and early payment performance. Under the agreements, the investors are entitled to make loss claims and repurchase requests of the mortgage banking segment for loans that contain covered deficiencies. The mortgage banking segment has obtained early payment default recourse waivers for a portion of its business. Recourse periods for early payment default for the remaining investors vary from 90 days up to one year. Recourse periods for borrower misrepresentation or fraud, or underwriting error do not have a stated time limit. The mortgage banking segment maintains an allowance for indemnifications that represents management’s estimate of losses that are probable of arising under these recourse provisions. As performance data for loans that have been sold is not made available to the mortgage banking segment by the investors, the estimate of potential losses is inherently subjective and is based on historical indemnification payments and management’s assessment of current conditions that may contribute to indemnified losses on mortgage loans that have been sold in the secondary market. For the three months ended March 31, 2026 and 2025, the Corporation recorded net reversals of provision for indemnifications of $35,000 and $25,000, respectively, which is included in “Noninterest Expenses – Other” on the Consolidated Statements of Income.

Table of Contents

No indemnification payments were made during the three months ended March 31, 2026 and 2025. The allowance for indemnifications was $1.12 million and $1.16 million at March 31, 2026 and December 31, 2025, respectively.

NOTE 12: Derivative Financial Instruments

The Corporation uses derivative financial instruments primarily to manage risks to the Corporation associated with changing interest rates, and to assist customers with their risk management objectives. The Corporation recognizes derivative financial instruments at fair value as either an other asset or other liability in the Consolidated Balance Sheets. The Corporation’s derivative financial instruments include (1) interest rate swaps that qualify and are designated as cash flow hedges on the Corporation’s trust preferred capital notes, (2) interest rate swaps with certain qualifying commercial loan customers and dealer counterparties and (3) interest rate contracts arising from mortgage banking activities, including interest rate lock commitments (IRLCs) on mortgage loans. The gain or loss on the Corporation’s cash flow hedges is reported as a component of other comprehensive income (loss), net of deferred income taxes, and reclassified into earnings in the same period(s) during which the hedged transactions affect earnings. IRLCs and interest rate swaps with loan customers and dealer counterparties are not designated as hedging instruments, and therefore changes in the fair value of these instruments are reported as noninterest income.

Cash flow hedges. The Corporation designates interest rate swaps as cash flow hedges when they are used to manage exposure to variability in cash flows on variable rate borrowings such as the Corporation’s trust preferred capital notes. These interest rate swaps are derivative financial instruments that manage the risk of variability in cash flows by exchanging variable-rate interest payments on a notional amount of the Corporation’s borrowings for fixed-rate interest payments. Interest rate swaps designated as cash flow hedges are expected to be highly effective in offsetting the effect of changes in interest rates on the amount of variable-rate interest payments, and the Corporation assesses the effectiveness of each hedging relationship quarterly. If the Corporation determines that a cash flow hedge is no longer highly effective, future changes in the fair value of the hedging instrument would be reported in earnings. As of March 31, 2026, the Corporation has designated cash flow hedges to manage its exposure to variability in cash flows on certain variable rate borrowings for periods that end between June 2026 and June 2029.

All interest rate swaps were entered into with counterparties that met the Corporation’s credit standards and the agreements contain collateral provisions protecting the at-risk party. The Corporation believes that the credit risk inherent in these derivative contracts is not significant.

These cash flow hedges are reported at fair value in “other assets” in the Consolidated Balance Sheets. Unrealized gains or losses recorded in other comprehensive income (loss) related to cash flow hedges are reclassified into earnings in the same period(s) during which the hedged interest payments affect earnings. When a designated hedging instrument is terminated and the hedged interest payments remain probable of occurring, any remaining unrecognized gain or loss in other comprehensive income (loss) is reclassified into earnings in the period(s) during which the forecasted interest payments affect earnings. Amounts reclassified into earnings and interest receivable or payable under designated interest rate swaps are reported in interest expense. The Corporation does not expect any unrealized losses related to cash flow hedges to be reclassified into earnings in the next twelve months. Refer to Note 6 for additional information on amounts reclassified into net income related to these cash flow hedges.

Loan swaps. The Bank also enters into interest rate swaps with certain qualifying commercial loan customers to meet their interest rate risk management needs. The Bank simultaneously enters into interest rate swaps with dealer counterparties, with identical notional amounts and offsetting terms. The net result of these interest rate swaps is that the customer pays a fixed rate of interest and the Corporation receives a floating rate. These back-to-back loan swaps are derivative financial instruments and are reported at fair value in “other assets” and “other liabilities” in the Consolidated Balance Sheets. Changes in the fair value of loan swaps are recorded in other noninterest income and sum to zero because of the offsetting terms of swaps with borrowers and swaps with dealer counterparties.

Mortgage banking. The mortgage banking segment enters into IRLCs with customers to originate loans for which the interest rates are determined (or “locked”) prior to funding. The mortgage banking segment is exposed to interest rate risk through fixed-rate IRLCs and mortgage loans from the time that interest rates are locked until the loans are sold in the secondary market. The mortgage banking segment mitigates this interest rate risk by entering into forward sales contracts

Table of Contents

with investors, which at times includes the community banking segment, at the time that interest rates are locked for mortgage loans to be delivered on a best efforts basis. IRLCs are derivative financial instruments and are reported at fair value in other assets and other liabilities in the Consolidated Balance Sheets, along with the changes in fair value of the related forward sales of loans. Changes in the fair value of mortgage banking derivatives are recorded as a component of gains on sales of loans.

At March 31, 2026, the mortgage banking segment had $90.93 million of IRLCs and $56.12 million of unpaid principal on mortgage loans held for sale for which it managed interest rate risk using best-efforts forward sales contracts for $147.05 million in mortgage loans.

At December 31, 2025, the mortgage banking segment had $44.64 million of IRLCs and $40.91 million of unpaid principal on mortgage loans held for sale for which it managed interest rate risk using best-efforts forward sales contracts for $85.55 million in mortgage loans.

The following tables summarize key elements of the Corporation’s derivative instruments.


		March 31, 2026
		Notional
(Dollars in thousands)		Amount			Assets			Liabilities
Cash flow hedges:
Interest rate swap contracts		$	25,000		$	602		$	129
Not designated as hedges:
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower			82,972			142			2,343
Matched interest rate swaps with counterparty			82,972			2,343			142
Mortgage banking contracts:
IRLCs			90,933			1,284			—


		December 31, 2025
		Notional
(Dollars in thousands)		Amount			Assets			Liabilities
Cash flow hedges:
Interest rate swap contracts		$	25,000		$	598		$	208
Not designated as hedges:
Customer-related interest rate swap contracts:
Matched interest rate swaps with borrower			83,462			224			2,279
Matched interest rate swaps with counterparty			83,462			2,279			224
Mortgage banking contracts:
IRLCs			44,642			574			—

The Corporation and the Bank are required to maintain cash collateral with dealer counterparties for interest rate swap relationships in a loss position. At both March 31, 2026 and December 31, 2025, there was no cash collateral maintained with dealer counterparties.

Table of Contents

NOTE 13: Other Noninterest Expenses

The following table presents the significant components in the Consolidated Statements of Income line “Noninterest Expenses-Other.”


		Three Months Ended March 31,
(Dollars in thousands)		2026			2025
Licenses and taxes expense		$	371		$	305
Telecommunication expenses			298			371
Postage and courier expenses			276			260
Travel and educational expenses			224			266
Other components of net periodic pension cost			(199)			(163)
Provision for indemnifications			(35)			(25)
All other noninterest expenses			866			879
Total		$	1,801		$	1,893

NOTE 14: Subsequent Events

On May 7, 2026, the Corporation announced that it had completed the sale (the Transaction) of its membership interest in Bearing Insurance Group, LLC to an unaffiliated third party, effective May 1, 2026. The Corporation’s equity investment is included in “Other Assets” in the Consolidated Balance Sheets. Based solely on information available to the Corporation on the date hereof, the Corporation estimates that a pre-tax gain of approximately $8.3 million will be recognized on the Transaction, which will be included in the Corporation’s financial results for the second quarter of 2026.

Following the completion of the Transaction, the Corporation executed a strategic restructuring of a portion of its securities available for sale portfolio which will result in a pre-tax loss of approximately $7.1 million, which will be included in the Corporation’s financial results for the second quarter of 2026. The Corporation sold securities available for sale with a book value of $72.6 million and purchased approximately $67.8 million of securities available for sale.

Table of Contents

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

The following discussion supplements and provides information about the major components of the results of operations, financial condition, liquidity and capital resources of the Corporation. This discussion and analysis should be read in conjunction with the accompanying consolidated financial statements. In addition to current and historical information, the following discussion and analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our future business, financial condition or results of operations. For a description of certain factors that may have a significant impact on our future business, financial condition or results of operations, see “Cautionary Statement About Forward-Looking Statements” at the end of this discussion and analysis.

OVERVIEW

Our primary financial goals are to maximize the Corporation’s earnings and to deploy capital in profitable growth initiatives that will enhance long-term shareholder value. We track three primary financial performance measures in order to assess the level of success in achieving these goals: (1) return on average assets (ROA), (2) return on average equity (ROE), and (3) growth in earnings. In addition to these financial performance measures, we track the performance of the Corporation’s three business segments: community banking, mortgage banking, and consumer finance. We balance these financial measures with acceptable levels of interest rate risk, while satisfying liquidity and capital requirements and monitoring asset quality. We also actively manage our capital through growth, dividends and share repurchases, while considering the need to maintain a strong capital position. The following table presents selected financial performance highlights for the periods indicated.

TABLE 1: Financial Performance Highlights


(Dollars in thousands, except for per share data)	Three Months Ended March 31,
	2026			2025
Net Income (Loss):
Community Banking	$	7,110		$	5,445
Mortgage Banking		910			431
Consumer Finance		(81)			226
Other		(1,145)			(707)
Consolidated net income	$	6,794		$	5,395

Earnings per share - basic and diluted	$	2.08		$	1.66

Return on average assets		0.97	%		0.84	%
Return on average equity		10.19	%		9.35	%
Return on average tangible common equity (ROTCE)¹		11.28	%		10.65	%

¹	Refer to “Use of Certain Non-GAAP Financial Measures,” below, for information about these non-GAAP financial measures, including a quantitative reconciliation to the most directly comparable financial measures calculated in accordance with GAAP.

Consolidated net income increased $1.4 million for the first quarter of 2026 compared to the same period in 2025 due primarily to higher net income at the community banking and mortgage banking segments, partially offset by a net loss at the consumer finance segment. A discussion of the performance of our business segments is included under the heading “Business Segments” in the “Results of Operations” section of this discussion and analysis.

Table of Contents

Key factors affecting comparison for the first quarter of 2026 are as follows.

●

Community banking segment loans grew $24.1 million, or 6.1 percent annualized, compared to December 31, 2025;

●

Consumer finance segment loans decreased $3.6 million, or 3.1 percent annualized, compared to December 31, 2025;

●

Deposits increased $53.7 million, or 9.2 percent annualized, compared to December 31, 2025;

●

Consolidated annualized net interest margin was 4.27 percent for the first quarter of 2026 compared to 4.16 percent for the first quarter of 2025;

●

Mortgage banking segment loan originations increased $65.9 million, or 57.9 percent, to $179.6 million for the first quarter of 2026 compared to the first quarter of 2025.

Subsequent to March 31, 2026, the Corporation completed the sale (Transaction) of its membership interest in Bearing Insurance Group, LLC to an unaffiliated third party, effective May 1, 2026. Following the completion of Transaction, the Corporation executed a strategic restructuring of a portion of its securities available for sale portfolio. For more information on these transactions, each of which will impact the Corporation’s financial results for the second quarter of 2026, see Part I, Item 1, “Financial Statements” under the heading “Note 14: Subsequent Events” in this Quarterly Report on Form 10-Q.

Capital Management and Dividends

Total equity was $266.1 million at March 31, 2026 compared to $262.3 million at December 31, 2025. Under regulatory capital standards, the Corporation’s tier 1 risk-based capital and total risk-based capital ratios at March 31, 2026 were 12.1 percent and 15.1 percent, respectively, compared to 12.2 percent and 15.2 percent, respectively, at December 31, 2025. At March 31, 2026, the book value per share of the Corporation’s common stock was $81.73 and tangible book value per share, which is a non-GAAP financial measure, was $73.70, compared to $80.64 and $72.60, respectively, at December 31, 2025.

Total consolidated equity increased $3.8 million at March 31, 2026 compared to December 31, 2025 due primarily to net income, partially offset by dividends paid on the Corporation’s common stock and higher net unrealized losses in the market value of securities available for sale, which are recognized as a component of other comprehensive income. The Corporation’s securities available for sale are fixed income debt securities and their net unrealized loss position is a result of increased market interest rates since they were purchased. The Corporation expects to recover its investments in debt securities through scheduled payments of principal and interest. Unrealized losses are not expected to affect the earnings or regulatory capital of the Corporation or C&F Bank. The accumulated other comprehensive loss related to the Corporation’s securities available for sale, net of deferred income taxes, increased to $11.7 million at March 31, 2026, compared to $10.2 million at December 31, 2025 due primarily to fluctuations in debt security market interest rates.

The Corporation’s Board of Directors declared a quarterly cash dividend of 48 cents per share during the first quarter of 2026, which was paid on April 1, 2026. This dividend represents a payout ratio of 23.1 percent of earnings per share for the first quarter of 2026. The Board of Directors of the Corporation continually reviews the amount of cash dividends per share and the resulting dividend payout ratio in light of changes in economic conditions, current and future capital levels and requirements and expected future earnings. In making its decision on the payment of dividends on the Corporation’s common stock, the Corporation’s Board of Directors considers operating results, financial condition, capital adequacy, regulatory requirements, shareholder returns, growth expectations and other factors.

The Corporation has a share repurchase program, effective January 1, 2026 through December 31, 2026, that was authorized by the Board of Directors to repurchase up to $5.0 million of the Corporation’s common stock (the 2026 Repurchase Program). During the first quarter of 2026, the Corporation repurchased 4,279 shares, or $309,000, of its common stock under the 2026 Repurchase Program.

Table of Contents

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements requires us to make estimates and assumptions. Those accounting policies with the greatest uncertainty and that require management’s most difficult, subjective or complex judgments affecting the application of these policies, and the greatest likelihood that materially different amounts would be reported under different conditions, or using different assumptions, are described below.

Allowance for Credit Losses: We establish the allowance for credit losses through charges to earnings in the form of a provision for credit losses. Loan losses are charged against the allowance for credit losses for the difference between the carrying value of the loan and the estimated net realizable value or fair value of the collateral, if collateral dependent, when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance. The allowance represents management’s current estimate of expected credit losses over the contractual term of loans held for investment, and is recorded at an amount that, in management’s judgment, reduces the recorded investment in loans to the net amount expected to be collected.

Management’s judgment in determining the level of the allowance is based on evaluations of historical loan losses, current conditions and reasonable and supportable forecasts relevant to the collectability of loans. The measurement of the allowance for credit losses on commercial and consumer loans is based in part on the twelve-month forecast of the national unemployment rate, which we believe to be indicative of risk factors related to the collectability of commercial and consumer loans. Forecasts of the national unemployment rate are derived from the Federal Open Markets Committee of the Federal Reserve Board. For periods beyond those for which reasonable and supportable forecasts are available, projections are based on a reversion of the national unemployment rate from the last forecast to a historical average level over the following six months. In addition, management’s estimate of expected credit losses is based on the remaining life of loans held for investment, which is affected in part by changes in expected prepayment behavior and in the nature and volume of the loan portfolio. Management also assesses the risk of credit losses arising from external factors, such as changes in general market, economic and business conditions and the value of underlying collateral, to make qualitative adjustments in determining the recorded balance of the allowance for credit losses. This evaluation is inherently subjective because it requires estimates that are susceptible to significant revision as more information becomes available. These factors outside of the Corporation’s control are difficult to predict and can have significant impacts on the level of allowance that is required, which can be different than the level recorded based on the then-existing loan portfolio, unemployment rate forecast and other external factors that were used in the qualitative adjustments at that time.

In evaluating the level of the allowance, we consider a range of possible assumptions and outcomes related to the various factors identified above. The level of the allowance is particularly sensitive to changes in the actual and forecasted national unemployment rate during the twelve-month forecast period and changes in current conditions or reasonably expected future conditions affecting the collectability of loans. Given the relationship between external variables used in the forecast and the qualitative adjustments made based on the assessment of available information relevant to assessing collectability that is not captured in the forecast, it is difficult to estimate the impact of a change in any one individual variable on the allowance for credit losses. The impact of a change in an assumption or input may be amplified by or partially offset by the impact of a change in another assumption or input.

For further information concerning accounting policies, refer to Item 8. “Financial Statements and Supplementary Data,” under the heading “Note 1: Summary of Significant Accounting Policies” in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2025.

Table of Contents

RESULTS OF OPERATIONS

NET INTEREST INCOME

The following table shows the average balance sheets, the amounts of interest earned on earning assets, with related yields, and interest expense on interest-bearing liabilities, with related rates, for the three months ended March 31, 2026 and 2025. Interest on tax-exempt loans and securities is presented on a taxable-equivalent basis (which converts the income on loans and investments for which no income taxes are paid to the equivalent yield as if income taxes were paid) using the federal corporate income tax rate of 21 percent that was applicable for all periods presented. Average balances of securities available for sale are included at amortized cost. Loans include loans held for sale. Loans placed on a nonaccrual status are included in the balances and are included in the computation of yields, but had no material effect for all periods presented.

TABLE 2: Average Balances, Income and Expense, Yields and Rates


		Three Months Ended March 31,
		2026								2025
		Average			Income/			Yield/		Average			Income/			Yield/
(Dollars in thousands)		Balance			Expense			Rate		Balance			Expense			Rate
Assets
Loans:
Community banking segment		$	1,602,769		$	22,004		5.57	%	$	1,467,555		$	19,966		5.52	%
Mortgage banking segment			38,738			540		5.65			20,968			339		6.56
Consumer finance segment			464,541			12,218		10.67			465,526			12,123		10.56
Total loans			2,106,048			34,762		6.69			1,954,049			32,428		6.73
Securities:
Taxable			344,936			2,686		3.11			339,450			2,193		2.58
Tax-exempt			131,702			1,385		4.21			119,033			1,153		3.87
Total securities			476,638			4,071		3.42			458,483			3,346		2.92
Interest-bearing deposits in other banks			79,426			651		3.32			55,830			502		3.65
Total earning assets			2,662,112			39,484		6.01			2,468,362			36,276		5.95
Allowance for credit losses			(40,516)								(40,605)
Total non-earning assets			170,659								154,554
Total assets		$	2,792,255							$	2,582,311

Liabilities and Equity
Interest-bearing deposits:
Interest-bearing demand deposits		$	351,066			621		0.72		$	332,341			600		0.67
Savings and money market deposit accounts			550,647			1,642		1.21			489,217			1,205		1.00
Time deposits			908,808			7,586		3.39			821,949			7,964		3.93
Total interest-bearing deposits			1,810,521			9,849		2.21			1,643,507			9,769		2.40
Borrowings:
Repurchase agreements			—			—		—			28,192			112		1.59
Other borrowings			112,324			1,588		5.66			93,597			1,097		4.69
Total borrowings			112,324			1,588		5.66			121,789			1,209		3.97
Total interest-bearing liabilities			1,922,845			11,437		2.41			1,765,296			10,978		2.51
Noninterest-bearing demand deposits			558,877								545,346
Other liabilities			43,770								40,874
Total liabilities			2,525,492								2,351,516
Equity			266,763								230,795
Total liabilities and equity		$	2,792,255							$	2,582,311
Net interest income					$	28,047							$	25,298
Interest rate spread								3.60	%							3.44	%
Interest expense to average earning assets								1.74	%							1.79	%
Net interest margin								4.27	%							4.16	%

Interest income and expense are affected by fluctuations in interest rates, by changes in the volume of earning assets and interest-bearing liabilities, and by the interaction of rate and volume factors. The following table shows the direct causes of the period-to-period changes in the components of net interest income on a taxable-equivalent basis. The Corporation

Table of Contents

calculates the rate and volume variances using a formula prescribed by the SEC. Rate/volume variances, the third element in the calculation, are not shown separately in the table, but are allocated to the rate and volume variances in proportion to the absolute dollar amounts of each.

TABLE 3: Rate-Volume Recap


		Three Months Ended March 31, 2026 from 2025
		Increase (Decrease)						Total
		Due to						Increase
(Dollars in thousands)		Rate			Volume			(Decrease)
Interest income:
Loans:
Community banking segment		$	183		$	1,855		$	2,038
Mortgage banking segment			(52)			253			201
Consumer finance segment			122			(27)			95
Securities - available for sale:
Taxable			457			36			493
Tax-exempt			105			127			232
Interest-bearing deposits in other banks			(48)			197			149
Total interest income			767			2,441			3,208
Interest expense:
Interest-bearing deposits:
Interest-bearing demand deposits			12			9			21
Savings and money market deposit accounts			274			163			437
Time deposits			(1,165)			787			(378)
Borrowings:
Repurchase agreements			(56)			(56)			(112)
Other borrowings			249			242			491
Total interest expense			(686)			1,145			459
Change in net interest income		$	1,453		$	1,296		$	2,749

Net interest income, on a taxable-equivalent basis, for the first quarter of 2026 increased to $28.0 million compared to $25.3 million for the same period in 2025 due primarily to higher average balances of interest-earning assets and higher net interest margin. Annualized net interest margin increased 11 basis points to 4.27 percent for the first quarter of 2026 compared to the same period of 2025 due primarily to higher average interest rates on securities and lower average interest rates on deposits, partially offset by higher average cost of borrowings. The Federal Reserve Bank (FRB) target federal funds interest rate was at an upper limit of 4.50 percent at December 31, 2024 until the FRB began decreasing it in September 2025, decreasing it to 3.75 percent by December 31, 2025, where it remained during the first quarter of 2026. The yield on interest-earning assets increased by 6 basis points for the first quarter of 2026 compared to the same period in 2025. The cost of interest-bearing liabilities decreased by 10 basis points for the first quarter of 2026 compared to the same period in 2025. Average earning assets increased $193.8 million for the first quarter of 2026 compared to the same period in 2025. Average interest-bearing liabilities increased $157.5 million for the first quarter of 2026 compared to the same period in 2025. Average noninterest-bearing demand deposits increased $13.5 million for the first quarter of 2026 compared to the same period in 2025.

Average loans, which includes both loans held for investment and loans held for sale, increased $152.0 million to $2.11 billion for the first quarter of 2026 compared to the same period in 2025. Average loans at the community banking segment increased $135.2 million, or 9.2 percent, for the first quarter of 2026 compared to the same period in 2025 due primarily to growth in the commercial real estate, land acquisition and development, and equity lines segments of the loan portfolio. Average loans at the consumer finance segment decreased $1.0 million, or less than one percent, for the first quarter of 2026 compared to the same period in 2025 due primarily to a decrease in marine and recreational vehicle loans as the third party administrator of that program significantly decreased sales of those loans to outside parties during 2025, which led to the consumer finance segment ending future purchases under the program during the third quarter of 2025. The marine and recreational vehicle (RV) portfolio is expected to run off over the next several years as scheduled borrower payments are made on the existing loans. Average loans at the mortgage banking segment, which consist of loans held for sale, increased $17.8 million, or 84.7 percent, for the first quarter of 2026 compared to the same period in 2025.

Table of Contents

The community banking segment average loan yield increased 5 basis points to 5.57 percent for the first quarter of 2026 compared to the same period in 2025 due primarily to renewals of fixed rate loans originated during periods of lower interest rates. The consumer finance segment average loan yield increased 11 basis points to 10.67 percent for the first quarter of 2026 compared to the same period in 2025 due primarily to a mix shift in the loan portfolio with the termination of the marine and RV loans program and the portfolio composition in general shifting towards originations within the past three years, when interest rates were higher, as balances on loans originated prior to that in periods of lower interest rates decline. The mortgage banking segment average loan yield decreased 91 basis points to 5.65 percent for the first quarter of 2026 compared to the same period in 2025 due to fluctuations in mortgage interest rates.

Average securities available for sale increased $18.2 million to $476.6 million for the first quarter of 2026 compared to the same period in 2025 due primarily to purchases of corporate debt and mortgage-backed securities outpacing maturities, calls and paydowns. The average yield on the securities portfolio on a taxable-equivalent basis increased 50 basis points to 3.42 percent for the first quarter of 2026 compared to the same period in 2025 due primarily to purchases of securities during recent periods at higher average yields relative to the average yield of the portfolio as a whole.

Average interest-bearing deposits in other banks, consisting primarily of excess cash reserves maintained at the FRB, increased $23.6 million to $79.4 million for the first quarter of 2026 compared to the same period in 2025. The average yield on interest-bearing deposits in other banks decreased 33 basis points for the first quarter of 2026 due primarily to the decreases in the federal funds interest rate beginning in September 2025.

Average savings and money market and interest-bearing demand deposits combined increased $80.2 million to $901.7 million for the first quarter of 2026 compared to the same period in 2025. Average noninterest-bearing demand deposits increased $13.5 million to $558.9 million for the first quarter of 2026 compared to the same period in 2025. Average time deposits increased $86.9 million to $908.8 million for the first quarter of 2026 compared to the same period in 2025. The average cost of interest-bearing deposits decreased 19 basis points to 2.21 percent for the first quarter of 2026 compared to the same period in 2025 due primarily to decreases in interest rates paid on time deposits. A portion of the increases in average deposits was due to the wind-down of the repurchase agreement program with certain commercial deposit customers during the third quarter of 2025. The average balance of these repurchase agreements was $28.2 million at March 31, 2025.

Average borrowings decreased $9.5 million to $112.3 million for the first quarter of 2026 compared to the same period in 2025 due primarily the wind-down of the repurchase agreement program, partially offset by higher average balances of subordinated debt. The average cost of borrowings increased 169 basis points for the first quarter of 2026 compared to the same period in 2025 due primarily to higher rates paid on subordinated debt and a shift in the mix of borrowings. The Corporation issued new subordinated notes with an aggregate principal amount of $40.0 million in the second quarter of 2025, which initially bear interest at a fixed rate of 7.50%, and concurrently repurchased its previously issued subordinated notes with aggregate principal amount of $20.0 million, which were to transition from a fixed rate of 4.875% to a floating rate at the then current three-month SOFR plus 475.5 basis points during the third quarter of 2025.

The Corporation believes that the effects of declining market interest rates, if continued in 2026, could adversely affect its net interest margin in the short term as its assets typically reprice downward more quickly than its deposits and borrowings. The majority of the Corporation’s time deposits have repriced within the past year and while some further declines in the cost of deposits are anticipated as certain time deposits reprice following the Federal Reserve’s lowering of the target federal funds interest rate during the third and fourth quarters of 2025, significant further decreases are not expected unless there are additional decreases in market interest rates or shifts in the mix of deposits. The Corporation also believes any such adverse impacts could be somewhat mitigated by renewals of fixed rate loans originated during periods of lower interest rates and purchases of securities available for sale with higher interest rates. The interest rate environment has grown increasingly uncertain during the first quarter of 2026 and the ultimate effect of market factors, including monetary policy actions taken by the Federal Reserve, on the Corporation’s net interest margin will also depend on other factors, including the Corporation’s ability to grow loans at the community banking and consumer finance segments, to compete for deposits, and the extent of its reliance on borrowings. The Corporation gives no assurance as to the timing or extent of changes in market interest rates or the impact of those changes or any other factor on the Corporation's ability to compete for loans and deposits or on its net interest margin. If market interest rates were to rise, net interest margin could be

Table of Contents

positively affected in the short term as the Corporation generally expects its assets to reprice upward more quickly than its deposits and borrowings.

Noninterest Income

TABLE 4: Noninterest Income


		Three Months Ended March 31,
(Dollars in thousands)		2026			2025
Gains on sales of loans		$	2,545		$	1,847
Interchange income			1,577			1,475
Service charges on deposit accounts			1,020			990
Mortgage banking fee income			850			570
Mortgage lender services income			820			536
Wealth management services income, net			808			732
Other service charges and fees			504			498
Investment income from other equity interests			372			207
Unrealized (loss) gain on investments held in rabbi trust			(312)			211
Other income, net			366			507
Total noninterest income		$	8,550		$	7,573

Total noninterest income increased $977,000, or 12.9 percent, for the first quarter of 2026 compared to the same period in 2025 due primarily to higher volume of mortgage loan production at the mortgage banking segment which resulted in higher gains on sales of loans and higher mortgage banking fee income, higher mortgage lender services income, and higher investment income from other equity interests, partially offset by fluctuations in unrealized gains and losses on investments held in the rabbi trust.

The Corporation uses a rabbi trust to fund liabilities under its nonqualified deferred compensation plan. Unrealized gains and losses on investments held in the Corporation’s rabbi trust are offset by changes in deferred compensation liabilities, recorded in salaries and employee benefits expense.

Table of Contents

Noninterest Expense

TABLE 5: Noninterest Expense


		Three Months Ended March 31,
(Dollars in thousands)		2026			2025
Salaries and employee benefits:
Compensation, payroll taxes and employee benefits		$	14,669		$	13,272
(Decrease) increase in nonqualified deferred compensation plan liabilities			(312)			211
Total salaries and employee benefits			14,357			13,483

Occupancy expense			2,215			2,193
Data processing			3,175			2,866
Professional fees			917			921
Insurance expense			430			491
Marketing and advertising expenses			547			529
Loan processing and collection expenses			873			683
Other expenses:
Licenses and taxes expense			371			305
Telecommunication expenses			298			371
Postage and courier expenses			276			260
Travel and educational expenses			224			266
Other components of net periodic pension cost			(199)			(163)
Provision for indemnifications			(35)			(25)
All other noninterest expenses			866			879
Total other noninterest expenses			1,801			1,893
Total noninterest expense		$	24,315		$	23,059

Total noninterest expenses increased $1.3 million, or 5.4 percent, in the first quarter of 2026 compared to the same period in 2025 due primarily to higher salaries and employee benefits due to the addition of a seasoned lending team with the expansion into Southwest Virginia in the third quarter of 2025, annual compensation adjustments, and higher commissions from increased volume of mortgage loan production, as well as higher data processing and loan processing and collection expenses, partially offset by fluctuations in deferred compensation liabilities.

Changes in deferred compensation liabilities are offset by unrealized gains and losses on investments held in the Corporation’s rabbi trust and are recorded in noninterest income.

Income Taxes

The Corporation’s consolidated effective income tax rate was 18.6 percent for the first quarter of 2026 compared to 17.3 percent for the same period in 2025 due primarily to a higher share of income at the mortgage banking segment, which is subject to state income taxes, and lower income tax windfall related to the amount deductible upon vesting of restricted stock awards.

Business Segments

The Corporation operates in a decentralized manner in three business segments: community banking, mortgage banking and consumer finance. An overview of the financial results for each of the Corporation’s business segments is presented below.

Table of Contents

Community Banking: The community banking segment comprises C&F Bank, C&F Wealth Management, C&F Insurance and CVB Title. The following table presents the community banking segment operating results for the periods indicated.

TABLE 6: Community Banking Segment Operating Results


		Three Months Ended March 31,
(Dollars in thousands)		2026			2025
Interest income		$	26,172		$	23,384
Interest expense			10,335			10,381
Net interest income before allocation			15,837			13,003
Net interest allocation¹			5,784			5,754
Net interest income			21,621			18,757
Provision for credit losses			300			100
Net interest income after provision for credit losses			21,321			18,657
Noninterest income:
Interchange income			1,577			1,475
Service charges on deposit accounts			1,038			1,007
Wealth management services income, net			808			732
Other service charges and fees			504			497
Investment income from other equity interests			372			207
Other income, net			197			312
Total noninterest income			4,496			4,230
Noninterest expense:
Salaries and employee benefits			10,117			9,279
Occupancy expense			1,854			1,830
Data processing			2,473			2,342
Professional fees			640			724
Insurance expense			380			416
Marketing and advertising expenses			420			384
Loan processing and collection expenses			39			42
Other expenses			1,157			1,215
Total noninterest expenses			17,080			16,232
Income before income taxes			8,737			6,655
Income tax expense			1,627			1,210
Net income		$	7,110		$	5,445

1	Interest expense is allocated to the mortgage banking and consumer finance segments through borrowings from the community banking segment.

The community banking segment reported net income of $7.1 million for the first quarter of 2026 compared to $5.4 million for the same period in 2025 due primarily to:

●

higher interest income resulting from higher average balances of loans and cash reserves and higher average interest rates on securities;

partially offset by:

●

higher salaries and employee benefits due primarily to the addition of a seasoned lending team with the expansion into Southwest Virginia in the third quarter of 2025 and annual compensation adjustments.

Net interest income for the community banking segment increased by $2.9 million to $21.6 million for the first quarter of 2026 compared to the same period in 2025 due primarily to an increase in net interest margin and higher average balances of earning assets. Average interest-earning asset yields were higher for the first quarter of 2026 compared to the same period in 2025 due primarily to higher average interest rates on securities available for sale. The average cost of interest-

Table of Contents

bearing liabilities were lower for the first quarter of 2026 compared to the same period in 2025 due primarily to decreases in interest rates paid on time deposits. Interest income allocated to the community banking segment includes interest income on loans to the consumer finance and mortgage banking segments. These transactions are eliminated to reach consolidated totals.

The community banking segment recorded provision for credit losses of $300,000 for the first quarter of 2026 compared to provision for credit losses of $100,000 for the same period in 2025. Management believes that the level of the allowance for credit losses is adequate to reflect the net amount expected to be collected.

Noninterest income increased for the first quarter of 2026 compared to the same period in 2025 due primarily to higher investment income from other equity interests and higher interchange income. Noninterest expenses increased for the first quarter of 2026 compared to the same period in 2025 due primarily to higher salaries and employee benefits and higher data processing expenses.

Mortgage Banking: The following table presents the mortgage banking operating results for the periods indicated.

TABLE 7: Mortgage Banking Segment Operating Results


		Three Months Ended March 31,
(Dollars in thousands)		2026			2025
Interest income		$	540		$	339
Interest expense			—			—
Net interest income before allocation			540			339
Net interest allocation¹			(232)			(72)
Net interest income			308			267
Provision for credit losses			—			—
Net interest income after provision for credit losses			308			267
Noninterest income:
Gains of sales of loans			2,729			1,985
Mortgage banking fee income			882			592
Mortgage lender services fee income			820			541
Other income			3			3
Total noninterest income			4,434			3,121
Noninterest expense:
Salaries and employee benefits			2,262			1,792
Occupancy expense			215			213
Data processing			372			226
Professional fees			28			26
Insurance expense			19			30
Marketing and advertising expenses			112			140
Loan processing and collection expenses			360			230
Provision for indemnifications			(35)			(25)
Other expenses			189			177
Total noninterest expenses			3,522			2,809
Income before income taxes			1,220			579
Income tax expense			310			148
Net income		$	910		$	431

1	Interest expense is allocated to the mortgage banking segment through borrowings from the community banking segment.

The mortgage banking segment reported net income of $910,000 for the first quarter of 2026 compared to $431,000 for the same period in 2025 due primarily to:

Table of Contents

●

higher gains on sales of loans and higher mortgage banking fee income due to higher volume of mortgage loan originations; and

●

higher mortgage lender services fee income;

partially offset by:

●

higher variable expenses tied to mortgage loan origination volume such as commissions and bonuses, reported in salaries and employee benefits.

The following table presents mortgage loan originations and mortgage loans sold for the periods indicated.

TABLE 8: Mortgage Loan Originations


		Three Months Ended March 31,
(Dollars in thousands)		2026			2025
Mortgage loan originations:
Purchases		$	142,526		$	101,640
Refinancings			37,076			12,110
Total mortgage loan originations¹		$	179,602		$	113,750

Lock-adjusted originations²		$	223,066		$	142,340

Total mortgage loan originations does not include mortgage lender services.

Lock-adjusted originations includes the effect of changes in the volume of mortgage loan applications in process that have not closed, net of an estimated volume not expected to close.

Mortgage banking segment loan originations increased 57.9 percent for the first quarter of 2026 compared to the same period in 2025 as the mortgage interest rate environment has become more favorable, which led to an increase in both purchases and refinancings. Gains on sales of loans, while driven in part by mortgage loan originations, also includes the effects of changes in locked loan commitments, which reflect the volume of mortgage loan applications that are in process and have not closed. Lock-adjusted originations for the mortgage banking segment increased 56.7 percent for the first quarter of 2026 compared to the same period in 2025. Locked loan commitments were $90.9 million at March 31, 2026 compared to $44.6 million and $71.8 million at December 31, 2025 and March 31, 2025, respectively. Mortgage banking segment loan originations include originations of loans sold to the community banking segment, at prices similar to those paid by third-party investors. All interest expense at the mortgage banking segment is from variable rate borrowings from the community banking segment. These transactions are eliminated to reach consolidated totals.

Through the Lender Solutions division of the mortgage banking segment, mortgage lender services fee income is derived from providing mortgage origination functions to third-party mortgage lenders for a fee. Mortgage lender services fee income increased to $820,000 for the first quarter of 2026 compared to $541,000 for the same period in 2025 due primarily to increased mortgage loan volume in the industry.

During the first quarter of 2026, the mortgage banking segment recorded net reversals of provision for indemnification losses of $35,000 compared to net reversals of provision for indemnification losses of $25,000 for the same period in 2025. The release of indemnification reserves in 2026 and 2025 was due primarily to lower volume of mortgage loan originations in recent years compared to years prior when the indemnification reserve was increased due to higher volume coming out of the pandemic, improvement in the mortgage banking segment’s assessment of borrower payment performance and other factors affecting expected losses on mortgage loans sold in the secondary market, such as time since origination. Management believes that the indemnification reserve is sufficient to absorb losses related to loans that have been sold in the secondary market.

Table of Contents

Consumer Finance: The following table presents the consumer finance operating results for the periods indicated.

TABLE 9: Consumer Finance Segment Operating Results


		Three Months Ended March 31,
(Dollars in thousands)		2026			2025
Interest income		$	12,218		$	12,123
Interest expense			—			—
Net interest income before allocation			12,218			12,123
Net interest allocation¹			(5,552)			(5,682)
Net interest income			6,666			6,441
Provision for credit losses			3,300			2,900
Net interest income after provision for credit losses			3,366			3,541
Noninterest income			154			177
Noninterest expense:
Salaries and employee benefits			2,032			1,977
Occupancy expense			146			150
Data processing			321			290
Professional fees			194			91
Insurance expense			31			45
Marketing and advertising expenses			15			5
Loan processing and collection expenses			474			411
Other expenses			415			436
Total noninterest expenses			3,628			3,405
Income before income taxes			(108)			313
Income tax expense			(27)			87
Net income		$	(81)		$	226

1	Interest expense is allocated to the consumer finance segment through borrowings from the community banking segment.

The consumer finance segment reported a net loss of $81,000 for the first quarter of 2026 compared to net income of $226,000 for the same period in 2025 due primarily to:

●

higher provision for credit losses due primarily to higher net charge-offs; and

●

higher professional fees and higher loan processing and collection expenses;

partially offset by:

●

higher interest income resulting from higher loan yields due primarily to a shift in the mix of the loan portfolio with the termination of the lower-yielding marine and recreational vehicle loan program; and

●

lower interest expense allocation on borrowings from the community banking segment as a result of lower average interest rates.

Average loans decreased $1.0 million, or less than one percent, for the first quarter of 2026 compared to the same period in 2025 due primarily to a decrease in marine and recreational vehicle loans as the third party administrator of that program significantly decreased sales of those loans to outside parties during 2025, which led to the consumer finance segment ending future purchases under the program during the third quarter of 2025. The marine and recreational vehicle portfolio is expected to run off over the next several years as scheduled borrower payments are made on the existing loans. All interest expense at the consumer finance segment is from fixed and variable rate borrowings from the community banking segment. These transactions are eliminated to reach consolidated totals.

The consumer finance segment recorded $3.3 million in provision for credit losses for the first quarter of 2026 compared to $2.9 million for the same period in 2025. Net charge-offs increased due primarily to an increase in delinquent loans and repossessions. If loan performance deteriorates, resulting in further elevated delinquencies or net charge-offs, the provision for credit losses may increase in future periods.

Table of Contents

ASSET QUALITY

Allowance and Provision for Credit Losses

Commercial and consumer loans are assigned loan classification ratings based on their credit quality and risk of loss. These loan ratings are reviewed on a quarterly basis and updated as new information becomes available. The characteristics of these loan ratings are as follows:

●

Pass rated loans are to persons or business entities with an acceptable financial condition, appropriate collateral margins, appropriate cash flow to service the existing loan, and an appropriate leverage ratio. The borrower has paid all obligations as agreed and it is expected that this type of payment history will continue. When necessary, acceptable personal guarantors support the loan.

●

Special mention loans have a specific, identified weakness in the borrower’s operations and in the borrower’s ability to generate positive cash flow on a sustained basis. The borrower’s recent payment history may be characterized by late payments. The Corporation’s risk exposure is mitigated by collateral supporting the loan. The collateral is considered to be well-margined, well maintained, accessible and readily marketable.

●

Substandard loans are considered to have specific and well-defined weaknesses that jeopardize the viability of the Corporation’s credit extension. The payment history for the loan has been inconsistent and the expected or projected primary repayment source may be inadequate to service the loan. The estimated net liquidation value of the collateral pledged and/or ability of the personal guarantor(s) to pay the loan may not adequately protect the Corporation. There is a distinct possibility that the Corporation will sustain some loss if the deficiencies associated with the loan are not corrected in the near term.

●

Substandard nonaccrual loans have the same characteristics as substandard loans; however, they have a nonaccrual classification because it is probable that the Corporation will not be able to collect all amounts due.

●

Doubtful rated loans have all the weaknesses inherent in a loan that is classified substandard but with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high.

●

Loss rated loans are not considered collectible under normal circumstances and there is no realistic expectation for any future payment on the loan. Loss rated loans are fully charged off.

The Corporation monitors the consumer finance loan portfolio by past due status and by credit rating at the time of origination, which the Corporation believes serves as a relevant indicator of aggregate credit quality and risk of loan defaults in the portfolio based upon the use of Fair Isaac Corporation (FICO) Scores over time for loan approval decisions and through experience analyzing loss patterns. The characteristics of these credit ratings and our thresholds are as follows:

●

Very Good (>739) and Good (670-739) credit rated borrowers are near or above the average FICO Score of consumers. Borrowers generally have limited to no prior credit difficulties or have shown extensive creditworthiness over a recent period of time.

●

Fairly Good (625-669) and Fair (580-624) credit rated borrowers are approaching or slightly below the average FICO Score of consumers but typically have a credit profile acceptable to most lenders. Borrowers may have experienced minor credit difficulties or have a relatively limited credit history.

Table of Contents

●

Marginal (<580) credit rated borrowers are well below the average FICO Score of consumers. Borrowers may have limited access to traditional financing due to having experienced prior credit difficulties or have a limited credit history. The risk of future charge-offs is higher.

The allowance for credit losses represents an amount that, in our judgment, reduces the recorded investment in loans to the net amount expected to be collected. The provision for credit losses increases the allowance, and loans charged off, net of recoveries, reduce the allowance.

The following tables present the Corporation’s credit loss experience for the periods indicated.

TABLE 10: Allowance for Credit Losses

Consumer

(Dollars in thousands)

Commercial

Consumer¹

Finance

Total

For the three months ended March 31, 2026:

Balance at December 31, 2025

13,239

4,179

22,259

39,677

Provision charged to operations

146

3,300

3,450

Loans charged off

—

(65)

(4,626)

(4,691)

Recoveries of loans previously charged off

1,168

1,229

Balance at March 31, 2026

13,411

4,153

22,101

39,665

Average loans²

1,200,935

401,834

464,541

2,067,310

Ratio of annualized net (recoveries) charge-offs to average loans

(0.01)

0.03

2.98

0.67


							Consumer
(Dollars in thousands)	Commercial			Consumer¹			Finance			Total
For the three months ended March 31, 2025:
Balance at December 31, 2024	$	13,347		$	4,032		$	22,708		$	40,087
Provision charged to operations		69			81			2,900			3,050
Loans charged off		—			(61)			(4,073)			(4,134)
Recoveries of loans previously charged off		9			34			997			1,040
Balance at March 31, 2025	$	13,425		$	4,086		$	22,532		$	40,043

Average loans²	$	1,088,690		$	380,535		$	465,526		$	1,934,751
Ratio of annualized net (recoveries) charge-offs to average loans		(0.00)	%		0.03	%		2.64	%		0.64	%

1Consumer loans includes provision, charge-offs and recoveries related to demand deposit overdrafts.

2Average loans does not include loans held for sale at the mortgage banking segment.

For further information regarding the adequacy of our allowance for credit losses, refer to “Table 16: Nonperforming Assets” and the accompanying disclosure below.

Table of Contents

The allocation of the allowance for credit losses and the ratio of corresponding outstanding loan balances to total loans are as follows as of the dates indicated.

TABLE 11: Allocation of Allowance for Credit Losses


		March 31,				December 31,
(Dollars in thousands)		2026				2025
Allocation of allowance for credit losses:
Commercial		$	13,411			$	13,239
Consumer			4,153				4,179
Consumer Finance			22,101				22,259
Total allowance for credit losses		$	39,665			$	39,677
Ratio of loans to total period-end loans:
Commercial			58	%			57	%
Consumer			19				20
Consumer Finance			23				23
			100	%			100	%

Loans are required to be measured at amortized cost and to be presented at the net amount expected to be collected. Credit losses on available for sale debt securities are accounted for as an allowance for credit losses, which is a valuation account that is deducted from the amortized cost basis of the financial asset to present the net carrying value and the amount expected to be collected on the financial asset. The Corporation concluded that a credit loss did not exist in its securities portfolio at March 31, 2026, and no allowance for credit losses has been recognized. Off balance sheet credit exposures, including loan commitments, are not recorded on balance sheet, but expected credit losses arising from off balance sheet credit exposures are recorded as a reserve for unfunded commitments and reported in Other Liabilities. The following table presents the Corporation’s reserve for unfunded commitments for the periods indicated.

TABLE 12: Reserve for Unfunded Commitments


		Three Months Ended March 31,
(Dollars in thousands)		2026		2025
Balance at the beginning of period		$	1,600	$	1,800
Provision charged to operations			150		(50)
Total		$	1,750	$	1,750

The allowance for credit losses on loans and available for sale debt securities and the reserve for unfunded commitments are established through a provision for credit losses charged against earnings. The following table presents a breakdown of the provision for credit losses for the periods indicated.

TABLE 13: Provision for Credit Losses


		Three Months Ended March 31,
(Dollars in thousands)		2026			2025
Provision for credit losses:
Provision for loans		$	3,450		$	3,050
Provision for unfunded commitments			150			(50)
Total		$	3,600		$	3,000

Table of Contents

TABLE 14: Credit Quality Indicators

Loans by credit quality indicators as of March 31, 2026 were as follows:


					Special						Substandard
(Dollars in thousands)		Pass			Mention			Substandard			Nonaccrual			Total¹
Commercial real estate		$	870,573		$	70		$	—		$	—		$	870,643
Commercial business			118,518			107			—			2			118,627
Construction - commercial real estate			75,262			—			—			—			75,262
Land acquisition and development			82,475			—			—			—			82,475
Builder lines			31,058			—			—			—			31,058
Construction - consumer real estate			32,540			—			—			—			32,540
Residential mortgage			314,913			607			60			1,097			316,677
Equity lines			76,826			94			—			—			76,920
Other consumer			10,204			—			—			—			10,204
		$	1,612,369		$	878		$	60		$	1,099		$	1,614,406

(Dollars in thousands)

Very Good

Good

Fairly Good

Fair

Marginal

Total

Consumer finance - automobiles

50,462

117,494

133,941

83,974

19,602

405,473

Consumer finance - marine and recreational vehicles

36,532

18,237

404

—

55,173

86,994

135,731

134,345

83,974

19,602

460,646

1At March 31, 2026, the Corporation did not have any loans classified as Doubtful or Loss.

Loans by credit quality indicators as of December 31, 2025 were as follows:


					Special						Substandard
(Dollars in thousands)		Pass			Mention			Substandard			Nonaccrual			Total¹
Commercial real estate		$	835,360		$	72		$	—		$	—		$	835,432
Commercial business			115,710			—			—			—			115,710
Construction - commercial real estate			99,604			—			—			—			99,604
Land acquisition and development			66,248			—			—			—			66,248
Builder lines			37,938			—			—			—			37,938
Construction - consumer real estate			29,288			—			—			—			29,288
Residential mortgage			317,686			655			60			1,135			319,536
Equity lines			76,359			101			—			—			76,460
Other consumer			10,085			—			—			—			10,085
		$	1,588,278		$	828		$	60		$	1,135		$	1,590,301



(Dollars in thousands)	Very Good		Good		Fairly Good		Fair		Marginal		Total
Consumer finance - automobiles	$	49,347	$	114,539	$	135,569	$	86,336	$	20,521	$	406,312
Consumer finance - marine and recreational vehicles		38,531		19,023		409		—		—		57,963
	$	87,878	$	133,562	$	135,978	$	86,336	$	20,521	$	464,275

1	At December 31, 2025, the Corporation did not have any loans classified as Doubtful or Loss.

Table 15 summarizes the Corporation’s credit ratios on a consolidated basis and Table 16 summarizes nonperforming assets by principal business segment as of March 31, 2026 and December 31, 2025. The mortgage banking segment did not have any nonperforming assets as March 31, 2026 or December 31, 2025.

Table of Contents

TABLE 15: Consolidated Credit Ratios


		March 31,			December 31,
(Dollars in thousands)		2026			2025
Total loans¹		$	2,075,052		$	2,054,576
Nonaccrual loans		$	2,012		$	2,157
Allowance for credit losses (ACL)		$	39,665		$	39,677
Nonaccrual loans to total loans			0.10	%		0.10	%
ACL to total loans			1.91	%		1.93	%
ACL to nonaccrual loans			1,971.42	%		1,839.45	%

1Total loans does not include loans held for sale at the mortgage banking segment.

TABLE 16: Nonperforming Assets

Community Banking Segment


		March 31,			December 31,
(Dollars in thousands)		2026			2025
Total loans		$	1,614,406		$	1,590,301
Nonaccrual loans		$	1,099		$	1,135
ACL		$	17,564		$	17,418
Nonaccrual loans to total loans			0.07	%		0.07	%
ACL to total loans			1.09	%		1.10	%
ACL to nonaccrual loans			1,598.18	%		1,534.63	%
Annualized year-to-date net charge-offs to average total loans			0.00	%		0.01	%

Consumer Finance Segment


		March 31,			December 31,
(Dollars in thousands)		2026			2025
Total loans		$	460,646		$	464,275
Nonaccrual loans		$	913		$	1,022
Repossessed assets		$	879		$	937
ACL		$	22,101		$	22,259
Nonaccrual loans to total loans			0.20	%		0.22	%
ACL to total loans			4.80	%		4.79	%
ACL to nonaccrual loans			2,420.70	%		2,177.98	%
Annualized year-to-date net charge-offs to average total loans			2.98	%		2.59	%

The community banking segment’s nonaccrual loans were $1.1 million at both March 31, 2026 and December 31, 2025. The community banking segment recorded a provision for credit losses of $300,000 for the first quarter of 2026 compared to a provision for credit losses of $100,000 for the same period in 2025. At March 31, 2026, the allowance for credit losses increased to $17.6 million compared to $17.4 million at December 31, 2025. The allowance for credit losses as a percentage of total loans decreased to 1.09 percent at March 31, 2026 from 1.10 percent at December 31, 2025. Management believes that the level of the allowance for credit losses is adequate to reflect the net amount expected to be collected.

Nonaccrual loans at the consumer finance segment were $913,000 at March 31, 2026 compared to $1.0 million at December 31, 2025. Nonaccrual consumer finance loans remain low relative to the allowance for credit losses and the total consumer finance loan portfolio because the consumer finance segment generally initiates repossession of loan collateral once a loan becomes more than 60 days delinquent. Repossessed vehicles of the consumer finance segment are classified as other assets and consist only of vehicles the Corporation has the legal right to sell. Prior to the reclassification from loans to repossessed vehicles, the difference between the carrying amount of each loan and the fair value of each vehicle

Table of Contents

(i.e. the deficiency) is charged against the allowance for credit losses. At March 31, 2026, repossessed vehicles available for sale totaled $879,000 compared to $937,000 at December 31, 2025.

The consumer finance segment experienced net charge-offs at an annualized rate of 2.98 percent of average total loans for the first quarter of 2026 compared to 2.64 percent for the same period of 2025 due primarily to an increase in delinquent loans and repossessions. At March 31, 2026, total delinquent loans as a percentage of total loans was 3.35 percent compared to 4.38 percent at December 31, 2025 and 3.05 percent at March 31, 2025. The allowance for credit losses was $22.1 million, or 4.80 percent of total loans, at March 31, 2026 compared to $22.3 million, or 4.79 percent of total loans, at December 31, 2025.

The consumer finance segment at times offers payment deferrals to borrowers as a portfolio management technique to achieve higher ultimate cash collections on select loan accounts. A significant reliance on deferrals as a means of managing collections may result in a lengthening of the loss confirmation period, which would increase expectations of credit losses inherent in the portfolio. Average amounts of payment deferrals of automobile loans on a monthly basis, which are not included in delinquent loans, were 1.34 percent of average automobile loans outstanding during the first quarter of 2026 compared to 2.50 percent during the fourth quarter of 2025 and 1.75 percent during the first quarter of 2025.

The consumer finance segment is an indirect lender that provides automobile financing through lending programs that are designed to serve customers in both the “prime” and “non-prime” markets, including those who may have limited access to traditional automobile financing due to having experienced prior credit difficulties. The preferred automobile is a later model, low mileage used vehicle because the value of new vehicles typically depreciates rapidly. In addition to automobile financing, marine and RV loan contracts were also purchased on an indirect basis through a referral program administered by a third party. The marine and RV loan contracts were for “prime” loans averaging less than $50,000 made to individuals with higher credit scores. The third party administrator of that program significantly decreased sales of those loans to outside parties during 2025, which led to the consumer finance segment ending future purchases during the third quarter of 2025. The marine and RV portfolio is expected to run off over the next several years as scheduled borrower payments are made on the existing loans.

The consumer finance segment’s focus has included “non-prime” borrowers and, therefore, the anticipated rates of delinquencies, defaults, repossessions and losses on the consumer finance loans are higher than those experienced in the general automobile finance industry and could be more dramatically affected by changes in general economic conditions. Changes in economic conditions may also affect consumer demand for used automobiles and values of automobiles securing outstanding loans, due to changes in demand or changes in levels of inventory of used automobiles, which may directly affect the amount of a loss incurred by the consumer finance segment in the event of default. While we manage the higher risk inherent in loans made to “non-prime” borrowers through the underwriting criteria, portfolio management and collection methods employed by the consumer finance segment, we cannot guarantee that these criteria or methods will afford adequate protection against these risks. With the consumer finance segment’s scorecard model for purchasing loan contracts, the credit-worthiness of borrowers at origination has improved for automobile loans purchased, however, we cannot provide any assurances regarding the level of the consumer finance segment’s net charge-off ratio in future periods. However, we believe that the current allowance for credit losses is adequate to reflect the net amount expected to be collected on existing consumer finance segment loans that may become uncollectible. If factors influencing the consumer finance segment result in higher net charge-off ratios in future periods, the consumer finance segment may need to increase the level of its allowance for credit losses through additional provisions for credit losses, which could negatively affect future earnings of the consumer finance segment.

FINANCIAL CONDITION

At March 31, 2026, the Corporation had total assets of $2.8 billion, an increase of $45.3 million since December 31, 2025. The increase was attributable primarily to growth in loans held for investment, loans held for sale and available for sale securities, funded by growth in deposits. The significant components of the Corporation’s Consolidated Balance Sheets are discussed below.

Table of Contents

Loan Portfolio

Tables 17, 18 and 19 present information pertaining to the composition of loans held for investment, the composition of commercial real estate and construction commercial real estate loans, and the maturity/repricing of certain loans held for investment, respectively.

TABLE 17: Summary of Loans Held for Investment


		March 31, 2026					December 31, 2025
(Dollars in thousands)		Amount		Percent			Amount			Percent
Commercial real estate		$	870,643	42	%		$	835,432		41	%
Commercial business			118,627	5				115,710		5
Construction - commercial real estate			75,262	4				99,604		5
Land acquisition and development			82,475	4				66,248		3
Builder lines			31,058	1				37,938		2
Construction - consumer real estate			32,540	2				29,288		1
Residential mortgage			316,677	15				319,536		16
Equity lines			76,920	3				76,460		3
Other consumer			10,204	1				10,085		1
Consumer finance - automobiles			405,473	20				406,312		20
Consumer finance - marine and recreational vehicles			55,173	3				57,963		3
Subtotal			2,075,052	100	%			2,054,576		100	%
Less allowance for credit losses			(39,665)					(39,677)
Loans, net		$	2,035,387				$	2,014,899

During the first quarter of 2026, loans held for investment increased $20.5 million to $2.04 billion at March 31, 2026 due primarily to growth in commercial real estate and land acquisition and development loans, partially offset by a decrease in construction loans at the community banking segment.

Table of Contents

TABLE 18: Commercial Real Estate and Construction Commercial Real Estate Loans


	March 31, 2026
(Dollars in thousands)	Amount		% of Commercial Real Estate and Construction Commercial Real Estate Loans			% of Total
Multifamily	$	175,804		18.6	%		8.5	%
Retail		159,662		16.9			7.7
Office		122,183		12.9			5.9
1-4 family investment properties		105,083		11.1			5.1
Hotels		102,136		10.8			4.9
Industrial/warehouse		87,322		9.2			4.2
Mini-storage		69,409		7.3			3.3
Medical office		45,284		4.8			2.2
Other		79,022		8.4			3.8
	$	945,905		100	%		45.6	%


	December 31, 2025
(Dollars in thousands)	Amount		% of Commercial Real Estate and Construction Commercial Real Estate Loans			% of Total
Multifamily	$	177,215		19.0	%		8.6	%
Retail		162,677		17.4			7.9
Office		123,274		13.2			6.0
1-4 family investment properties		99,526		10.6			4.8
Hotels		100,858		10.8			4.9
Industrial/warehouse		85,479		9.1			4.2
Mini-storage		66,983		7.2			3.3
Medical office		43,447		4.6			2.1
Other		75,577		8.1			3.7
	$	935,036		100	%		45.5	%

Table of Contents

TABLE 19: Maturity/Repricing Schedule of Loans Held for Investment

March 31, 2026

(Dollars in thousands)

Commercial

Consumer

Consumer Finance

Total

Variable Rate:

Within 1 year

357,547

77,892

—

435,439

1 to 5 years

87,732

748

—

88,480

5 to 15 years

7,498

—

7,498

After 15 years

—

Fixed Rate:

Within 1 year

117,658

7,897

4,559

130,114

1 to 5 years

412,923

110,058

220,517

743,498

5 to 15 years

213,705

167,037

235,570

616,312

After 15 years

13,542

40,169

—

53,711

1,210,605

403,801

460,646

2,075,052

Securities

The investment portfolio plays a primary role in the management of the Corporation’s interest rate sensitivity. In addition, the portfolio serves as a source of liquidity and is used as needed to meet collateral requirements. The investment portfolio consists of securities available for sale, which may be sold in response to changes in market interest rates, changes in prepayment risk, increases in loan demand, general liquidity needs and other similar factors. These securities are carried at estimated fair value. At March 31, 2026 and December 31, 2025, all debt securities in the Corporation’s investment portfolio were classified as available for sale.

The following table sets forth the composition of the Corporation’s securities available for sale in dollar amounts at fair value and as a percentage of the Corporation’s total securities available for sale at the dates indicated.

TABLE 20: Securities Available for Sale


		March 31, 2026					December 31, 2025
(Dollars in thousands)		Amount			Percent		Amount			Percent
U.S. Treasury securities		$	4,908		1	%	$	4,887		1	%
U.S. government agencies and corporations			53,650		11			55,710		12
Mortgage-backed securities			220,423		47			205,832		45
Obligations of states and political subdivisions			157,874		34			157,091		34
Corporate and other debt securities			33,764		7			34,591		8
Total available for sale securities at fair value		$	470,619		100	%	$	458,111		100	%

During the first quarter of 2026, securities available for sale increased $12.5 million to $470.6 million at March 31, 2026 due primarily to an increase in mortgage-backed securities, partially offset by a decrease in U.S. government agencies and corporations securities. Net unrealized losses in the market value of securities available for sale increased to $14.8 million at March 31, 2026 compared to $12.9 million at December 31, 2025.

For more information about the Corporation’s securities available for sale, including information about securities in an unrealized loss position at March 31, 2026 and December 31, 2025, see Part I, Item 1, “Financial Statements” under the heading “Note 2: Securities” in this Quarterly Report on Form 10-Q.

The following table presents additional information pertaining to the composition of the securities portfolio at amortized cost, by the earlier of contractual maturity or expected maturity. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without call or prepayment penalties. The total effective duration of the investment portfolio was 3.7 years as of March 31, 2026.

Table of Contents

TABLE 21: Maturity of Securities



		March 31, 2026
					Weighted
		Amortized			Average
(Dollars in thousands)		Cost			Yield¹
U.S. Treasury securities:
Maturing within 1 year		$	4,995		1.38	%
Total U.S. Treasury securities			4,995		1.38
U.S. government agencies and corporations:
Maturing within 1 year			6,607		1.63
Maturing after 1 year, but within 5 years			32,459		1.40
Maturing after 5 years, but within 10 years			18,438		2.04
Maturing after 10 years			1,101		2.46
Total U.S. government agencies and corporations			58,605		1.65
Mortgage-backed securities:
Maturing within 1 year			31,870		2.74
Maturing after 1 year, but within 5 years			93,064		2.89
Maturing after 5 years, but within 10 years			61,906		3.28
Maturing after 10 years			40,446		4.52
Total mortgage-backed securities			227,286		3.27
States and municipals:¹
Maturing within 1 year			30,486		3.78
Maturing after 1 year, but within 5 years			50,202		2.90
Maturing after 5 years, but within 10 years			50,926		4.50
Maturing after 10 years			28,257		4.73
Total states and municipals			159,871		3.90
Corporate and other debt securities:
Maturing within 1 year			9,500		3.28
Maturing after 1 year, but within 5 years			10,929		6.43
Maturing after 5 years, but within 10 years			14,204		7.06
Total corporate and other debt securities			34,633		5.82
Total securities:
Maturing within 1 year			83,458		3.01
Maturing after 1 year, but within 5 years			186,654		2.84
Maturing after 5 years, but within 10 years			145,474		3.92
Maturing after 10 years			69,804		4.57
Total securities		$	485,390		3.44

1.	Yields on tax-exempt securities have been computed on a taxable-equivalent basis using the federal corporate income tax rate of 21 percent. The weighted average yield is calculated based on the relative amortized costs of the securities.

Deposits

The Corporation’s predominant source of funds is depository accounts, which are comprised of demand deposits, savings and money market accounts and time deposits. The Corporation’s deposits are principally provided by individuals and businesses located within the communities served.

During the first quarter of 2026, deposits increased $53.7 million to $2.40 billion at March 31, 2026 due primarily to increases in time deposits and noninterest-bearing demand deposits. The increase in deposits was due in part to higher average balances within deposit accounts and the opening of new deposit accounts. The Corporation had $143.5 million in municipal deposits at March 31, 2026 compared to $162.4 million at December 31, 2025.

The Corporation had $18.0 million and $25.0 million in brokered time deposits outstanding at March 31, 2026 and December 31, 2025, respectively. The Corporation may continue to use brokered deposits on a limited basis as a means of maintaining and diversifying liquidity and funding sources.

Table of Contents

Borrowings

During the first quarter of 2026, borrowings decreased $10.0 million to $103.3 million at March 31, 2026 due primarily to the repayment of FHLB advances during the first quarter of 2026.

Liquidity

The objective of the Corporation’s liquidity management is to ensure the continuous availability of funds to satisfy the credit needs of our customers and the demands of our depositors, creditors and investors. Stable core deposits and a strong capital position are the components of a solid foundation for the Corporation’s liquidity position. Additional sources of liquidity available to the Corporation include cash flows from operations, loan payments and payoffs, deposit growth, maturities, calls and sales of securities, the issuance of brokered certificates of deposit and the capacity to borrow additional funds. Depending on the Corporation’s liquidity levels, conditions in the capital markets and other factors, the Corporation may from time to time consider the issuance of debt, equity or other securities, the proceeds of which could provide additional liquidity for our operations.

Liquid assets, which include cash and due from banks, interest-bearing deposits at other banks and nonpledged securities available for sale, totaled $428.9 million at March 31, 2026 compared to $406.4 million at December 31, 2025. The Corporation’s funding sources, including capacity, amount outstanding and amount available at March 31, 2026 are presented in Table 22. The Corporation’s capacity decreased $3.4 million from December 31, 2025 due primarily to fluctuations in loans pledged to the FRB and FHLB and the Corporation’s amount available increased $6.6 million from December 31, 2025 due primarily to the repayment of FHLB advances during the first quarter of 2026.

TABLE 22: Funding Sources


	March 31, 2026
(Dollars in thousands)	Capacity			Outstanding			Available
Unsecured federal funds agreements	$	75,000		$	—		$	75,000
Borrowings from FHLB		282,641			30,000			252,641
Borrowings from FRB		353,760			—			353,760
Total	$	711,401		$	30,000		$	681,401


	December 31, 2025
(Dollars in thousands)	Capacity			Outstanding			Available
Unsecured federal funds agreements	$	75,000		$	—		$	75,000
Borrowings from FHLB		276,703			40,000			236,703
Borrowings from FRB		363,100			—			363,100
Total	$	714,803		$	40,000		$	674,803

We have no reason to believe these arrangements will not be renewed at maturity. Additional loans and securities are available that can be pledged as collateral for future borrowings from the FHLB and FRB above the current lendable collateral value. Our ability to maintain sufficient liquidity may be affected by numerous factors, including economic conditions nationally and in our markets. Depending on our liquidity levels, our capital position, conditions in the capital markets, our business operations and initiatives, and other factors, we may from time to time consider the issuance of debt, equity or other securities or other possible capital market transactions, the proceeds of which could provide additional liquidity for our operations.

Uninsured deposits represent an estimate of amounts above the Federal Deposit Insurance Corporation (FDIC) insurance coverage limit of $250,000. As of March 31, 2026, the Corporation’s uninsured deposits were approximately $745.7 million, or 31.1 percent of total deposits. Excluding intercompany cash holdings and municipal deposits which are secured with pledged securities, amounts uninsured were approximately $578.4 million, or 24.1 percent of total deposits as of March 31, 2026, compared to $527.8 million, or 22.5 percent of total deposits as of December 31, 2025. The Corporation’s liquid assets and borrowing availability as of March 31, 2026 totaled $1.1 billion, exceeding uninsured deposits, excluding intercompany cash holdings and secured municipal deposits, by $531.9 million.

Table of Contents

The Corporation’s internal policy limits brokered deposits to 20 percent of total deposits, representing approximately $577.4 million of additional net availability for additional brokered deposits as of March 31, 2026.

In the ordinary course of business, the Corporation has entered into contractual obligations and has made other commitments to make future payments. For further information concerning the Corporation’s expected timing of such payments refer to “Item 8. Financial Statements and Supplementary Data,” under the headings “Note 9: Leases,” “Note 11: Borrowings,” and “Note 18: Commitments and Contingent Liabilities” in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2025.

As a result of the Corporation’s management of liquid assets and the ability to generate liquidity through liability funding, management believes that the Corporation maintains overall liquidity sufficient to satisfy its operational requirements and contractual obligations.

Capital Resources

The assessment of capital adequacy depends on such factors as asset quality, liquidity, earnings performance, and changing competitive conditions and economic forces. We regularly review the adequacy of the Corporation’s and the Bank’s capital. We maintain a structure that will assure an adequate level of capital to support anticipated asset growth and to absorb potential losses. While we will continue to look for opportunities to invest capital in profitable growth, share repurchases are another tool that facilitates improving shareholder return, as measured by ROE and earnings per share.

The disclosure below presents the Corporation’s and the Bank’s actual capital amounts and ratios under currently applicable regulatory capital standards. Under the small bank holding company policy statement of the Federal Reserve Board, which applies to certain bank holding companies with consolidated total assets of less than $3 billion, the Corporation was not subject to regulatory capital requirements at March 31, 2026. The following tables reflect the Corporation’s consolidated capital as determined under regulations that apply to bank holding companies that are not small bank holding companies and minimum capital requirements that would apply to the Corporation if it were not a small bank holding company. Although the minimum regulatory capital requirements are not applicable to the Corporation, the Corporation calculates these ratios for its own planning and monitoring purposes. Total risk-weighted assets at March 31, 2026 for the Corporation were $2.31 billion and for the Bank were $2.28 billion. Total risk-weighted assets at December 31, 2025 for the Corporation were $2.26 billion and for the Bank were $2.23 billion. As of March 31, 2026, the Bank met all capital adequacy requirements to which it is subject.

TABLE 23: Regulatory Capital

March 31, 2026

Minimum Capital

Well Capitalized

Actual

Requirements

(Dollars in thousands)

 Amount

Ratio

Amount

Ratio

Amount

Ratio

The Corporation

Total risk-based capital ratio

348,629

15.1

184,653

8.0

N/A

Tier 1 risk-based capital ratio

279,622

12.1

138,490

6.0

N/A

Common Equity Tier 1 capital ratio

254,622

11.0

103,867

4.5

N/A

Tier 1 leverage ratio

279,622

10.1

111,230

4.0

N/A

The Bank

Total risk-based capital ratio

334,896

14.7

182,430

8.0

228,037

10.0

Tier 1 risk-based capital ratio

306,232

13.4

136,822

6.0

182,430

8.0

Common Equity Tier 1 capital ratio

306,232

13.4

102,617

4.5

148,224

6.5

Tier 1 leverage ratio

306,232

11.1

110,342

4.0

137,928

5.0

Table of Contents


	December 31, 2025
					Minimum Capital				Well Capitalized
	Actual				Requirements				Requirements
(Dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
The Corporation
Total risk-based capital ratio	$	342,856	15.2	%	$	180,649	8.0	%	$	N/A	N/A	%
Tier 1 risk-based capital ratio		274,469	12.2			135,487	6.0			N/A	N/A
Common Equity Tier 1 capital ratio		249,469	11.0			101,615	4.5			N/A	N/A
Tier 1 leverage ratio		274,469	10.0			110,060	4.0			N/A	N/A

The Bank
Total risk-based capital ratio	$	330,859	14.8	%	$	178,421	8.0	%	$	223,026	10.0	%
Tier 1 risk-based capital ratio		302,815	13.6			133,816	6.0			178,421	8.0
Common Equity Tier 1 capital ratio		302,815	13.6			100,362	4.5			144,967	6.5
Tier 1 leverage ratio		302,815	11.1			109,173	4.0			136,466	5.0

The regulatory risk-based capital amounts presented above include: (1) common equity tier 1 capital (CET1) which consists principally of common stock (including surplus) and retained earnings with adjustments for goodwill and intangible assets; (2) Tier 1 capital which consists principally of CET1 plus the Corporation’s “grandfathered” trust preferred securities; and (3) Tier 2 capital which consists principally of Tier 1 capital plus a limited amount of the allowance for credit losses and $40.0 million of outstanding subordinated notes of the Corporation. The Total Capital ratio, Tier 1 Capital ratio and CET1 ratio are calculated as a percentage of risk-weighted assets. The Tier 1 Leverage ratio is calculated as a percentage of average tangible assets. In addition, the Corporation has made the one-time irrevocable election to continue treating accumulated other comprehensive income (AOCI) under regulatory standards that were in place prior to the Basel III Final Rule in order to eliminate volatility of regulatory capital that can result from fluctuations in AOCI and the inclusion of AOCI in regulatory capital, as would otherwise be required under the Basel III Capital Rule. As a result of this election, changes in AOCI, including unrealized losses on securities available for sale, do not affect regulatory capital amounts shown in the table above for the Corporation or the Bank. For additional information about the Basel III Final Rules, see “Item 1. Business” under the heading “Regulation and Supervision” and “Item 8. Financial Statements and Supplementary Data,” under the heading “Note 17: Regulatory Requirements and Restrictions” in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2025.

In addition to the regulatory risk-based capital requirements, the Bank must maintain a capital conservation buffer of 2.5 percent of risk-weighted assets as required by the Basel III Final Rule. Including the capital conservation buffer, the minimum ratios are a common equity Tier 1 risk-based capital ratio of 7.0 percent, a Tier 1 risk-based capital ratio of 8.5 percent, and a total risk-based capital ratio of 10.5 percent. The Corporation and the Bank exceeded these ratios at March 31, 2026 and December 31, 2025.

The Corporation’s capital resources are impacted by its share repurchase programs. The Board of Directors authorized a program, effective January 1, 2026 through December 31, 2026, to repurchase up to $5.0 million of the Corporation’s common stock (the 2026 Repurchase Program). Repurchases under the 2026 Repurchase Program may be made through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Securities Exchange Act of 1934, as amended, (Exchange Act) and shares repurchased will be returned to the status of authorized and unissued shares of common stock. The timing, number and purchase price of shares repurchased under the program will be determined by management in its discretion and will depend on a number of factors, including the market price of the shares, general market and economic conditions, applicable legal requirements and other conditions, and there is no assurance that the Corporation will purchase any shares under the 2026 Repurchase Program. During the three months ended March 31, 2026, the Corporation repurchased 4,279 shares, or $309,000, of its common stock under the 2026 Repurchase Program. As of March 31, 2026, there was $4.7 million remaining available for repurchases of the Corporation’s common stock under the 2026 Repurchase Program.

Table of Contents

USE OF CERTAIN NON-GAAP FINANCIAL MEASURES

The accounting and reporting policies of the Corporation conform to GAAP in the United States and prevailing practices in the banking industry. However, certain non-GAAP measures are used by management to supplement the evaluation of the Corporation’s performance. These include net tangible income attributable to the Corporation, ROTCE, tangible book value per share, and the following fully-taxable equivalent (FTE) measures: interest and fees on loans-FTE, interest and dividends on securities-FTE, total interest income-FTE and net interest income-FTE. Interest on tax-exempt loans and securities is presented on a taxable-equivalent basis (which converts the income on loans and investments for which no income taxes are paid to the equivalent yield as if income taxes were paid) using the federal corporate income tax rate of 21 percent that was applicable for all periods presented.

Management believes that the use of these non-GAAP measures provides meaningful information about operating performance by enhancing comparability with other financial periods, other financial institutions, and between different sources of interest income. The non-GAAP measures used by management enhance comparability by excluding the effects of balances of intangible assets, including goodwill, that vary significantly between institutions, and tax benefits that are not consistent across different opportunities for investment. These non-GAAP financial measures should not be considered an alternative to, or more important than, GAAP-basis financial statements, and other bank holding companies may define or calculate these or similar measures differently. A reconciliation of the non-GAAP financial measures used by the Corporation to evaluate and measure the Corporation’s performance to the most directly comparable GAAP financial measures is presented below.

TABLE 24: Non-GAAP Table


	Three Months Ended March 31,
(Dollars in thousands)	2026			2025
Reconciliation of Certain Non-GAAP Financial Measures
Return on Average Tangible Common Equity
Average total equity, as reported	$	266,763		$	230,795
Average goodwill		(25,191)			(25,191)
Average other intangible assets		(896)			(1,118)
Average noncontrolling interest		(590)			(637)
Average tangible common equity	$	240,086		$	203,849

Net income	$	6,794		$	5,395
Amortization of intangibles		25			62
Net income attributable to noncontrolling interest		(47)			(27)
Net tangible income attributable to C&F Financial Corporation	$	6,772		$	5,430

Annualized return on average equity, as reported		10.19	%		9.35	%
Annualized return on average tangible common equity		11.28	%		10.65	%

Table of Contents


	Three Months Ended March 31,
(Dollars in thousands)	2026		2025
Fully Taxable Equivalent Net Interest Income¹
Interest and fees on loans	$	34,715	$	32,382
FTE adjustment		47		46
FTE interest and fees on loans	$	34,762	$	32,428

Interest and dividends on securities	$	3,780	$	3,104
FTE adjustment		291		242
FTE interest and dividends on securities	$	4,071	$	3,346

Total interest income	$	39,146	$	35,988
FTE adjustment		338		288
FTE interest income	$	39,484	$	36,276

Net interest income	$	27,709	$	25,010
FTE adjustment		338		288
FTE net interest income	$	28,047	$	25,298

1	Assuming a tax rate of 21%.


	March 31,		December 31,
(Dollars in thousands except for per share amounts)	2026		2025
Tangible Book Value Per Share
Equity attributable to C&F Financial Corporation	$	265,470	$	261,753
Less goodwill		(25,191)		(25,191)
Less other intangible assets		(884)		(909)
Tangible equity attributable to C&F Financial Corporation	$	239,395	$	235,653

Shares outstanding		3,248,149		3,245,972

Book value per share	$	81.73	$	80.64
Tangible book value per share	$	73.70	$	72.60

Table of Contents

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This report contains statements concerning the Corporation’s expectations, plans, objectives or beliefs regarding future financial performance and other statements that are not historical facts, which may constitute “forward-looking statements” as defined by federal securities laws. Forward-looking statements generally can be identified by the use of words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “might,” “will,” “intend,” “target,” “should,” “could,” or similar expressions, are not statements of historical fact, and are based on management’s beliefs, assumptions and expectations regarding future events or performance as of the date of this report, taking into account all information currently available. These statements may include, but are not limited to: statements regarding expected future operations and financial performance; expected trends in yields on loans; expected future recovery of investments in debt securities; future dividend payments and share repurchases; deposit trends; charge-offs and delinquencies; changes in cost of funds and net interest margin and items affecting net interest margin; strategic business initiatives, including our expansion into Southwest Virginia, and the anticipated effects thereof; changes in interest rates and the effects thereof on net interest income; expected impact of unrealized losses on earnings and regulatory capital of the Corporation or the Bank; expected renewal of unsecured federal funds agreements; expected impact of unrealized losses on earnings and regulatory capital of the Corporation or the Bank; mortgage loan originations; expectations regarding the Bank’s regulatory risk-based capital requirement levels; competition; our loan portfolio; our digital services; the adoption of artificial intelligence; deposit trends; improving operational efficiencies; retention of qualified loan officers and expectations regarding new mortgage loan originations; higher quality automobile loan contracts; expectations regarding the runoff of the marine and recreational vehicle portfolio; technology initiatives; our diversified business strategy; asset quality; credit quality; adequacy of allowances for credit losses and the level of future charge-offs; market interest rates and housing inventory and resulting effects on mortgage loan origination volume; sources of liquidity; adequacy of the reserve for indemnification losses related to loans sold in the secondary market; capital levels; the effect of future market and industry trends and conditions; the effects of future interest rate levels and fluctuations; cybersecurity risks; inflation; statements regarding the Transaction, including the Corporation’s expected gain to be recognized on the Transaction, and statements regarding the Corporation’s strategic restructuring of its securities available for sale portfolio following completion of the Transaction. These forward-looking statements are subject to significant risks and uncertainties due to factors that could have a material adverse effect on the operations and future prospects of the Corporation including, but not limited to, changes in:

●

interest rates, such as volatility in short-term interest rates or yields on U.S. Treasury bonds, fluctuations in interest rates following actions by the Federal Reserve and increases or volatility in mortgage interest rates

●general business conditions, as well as conditions within the financial markets

●general economic conditions, including unemployment levels, inflation rates, supply chain disruptions, slowdowns in economic growth and government shutdowns

●general market conditions, including disruptions due to pandemics or significant health hazards, severe weather conditions, natural disasters, terrorist activities, financial crises, political crises, changes in trade policy and the implementation of tariffs, geopolitical tensions, war and other military conflicts (including the conflict in the Middle East and potential associated impacts on interest rates and energy prices) or other major events, or the prospect of these events

●average loan yields and securities yields and average costs of interest-bearing deposits and borrowings

●financial services industry conditions, including bank failures or rumors of such failures, the soundness of other financial institutions or concerns involving liquidity, along with actions taken by governmental agencies to address such conditions, and the effects on financial institutions, including us, on, among other things, the ability to attract or retain depositors and to borrow or raise capital

●labor market conditions, including attracting, hiring, training, motivating and retaining qualified employees

●the legislative and regulatory climate, regulatory initiatives with respect to financial institutions, products and services, the Consumer Financial Protection Bureau (the CFPB) and the regulatory and enforcement activities of the CFPB

●monetary and fiscal policies of the U.S. Government, including policies of the FDIC, U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System (the Federal Reserve Board), and the effect of these policies on interest rates and business in our markets

●demand for financial services in the Corporation’s market areas

●the value of securities held in the Corporation’s investment portfolios

Table of Contents

●the quality or composition of the loan portfolios and the value of the collateral securing those loans

●the inventory level, demand and fluctuations in the pricing of used automobiles, including sales prices of repossessed vehicles

●the level of automobile loan delinquencies or defaults and our ability to repossess automobiles securing delinquent automobile finance installment contracts

●the level of net charge-offs on loans and the adequacy of our allowance for credit losses

●the level of indemnification losses related to mortgage loans sold

●demand for loan products

●deposit flows

●the possibility that the expected financial impacts of the Transaction or the Corporation’s strategic restructuring of its securities available for sale portfolio following completion of the Transaction may differ from current expectations, including as a result of post-closing price or other adjustments to consideration received with respect to the Transaction, as well as business, economic, tax and other factors affecting the Transaction and the strategic restructuring of the Corporation’s securities portfolio

●the strength of the Corporation’s counterparties

●the availability of lines of credit from the FHLB and other counterparties

●competition from both banks and non-banks, including competition in the automobile finance market

●services provided by, or the level of the Corporation’s reliance upon, third parties for key services

●the commercial and residential real estate markets, including changes in property values

●the demand for residential mortgages and conditions in the secondary residential mortgage loan markets

●the Corporation’s technology initiatives and other strategic initiatives

●the Corporation’s branch expansion, relocation and consolidation plans

●cyber threats, attacks or events, including emerging issues related to the development and use of artificial intelligence that could give rise to legal or regulatory action or increase cybersecurity threats

●C&F Bank’s product offerings

●accounting principles, policies and guidelines, and elections made by the Corporation thereunder

These risks and uncertainties, and the risks discussed in more detail in Item 1A. “Risk Factors,” of Part I of the Corporation's Annual Report on Form 10-K for the year ended December 31, 2025 and other reports filed with the SEC should be considered in evaluating the forward-looking statements contained herein.

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

Table of Contents

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Corporation’s primary component of market risk is interest rate volatility. Fluctuations in interest rates will affect the amount of interest income and expense the Corporation receives or pays on a significant portion of its assets and liabilities and the market value of its interest-earning assets and interest-bearing liabilities, excluding those which have a very short term until maturity. The Corporation does not subject itself to foreign currency exchange rate risk or commodity price risk due to the current nature of its operations. The Corporation has established a comprehensive enterprise risk management program to monitor risks related to its operations, including market risk, and the Corporation’s Chief Risk Officer has primary responsibility for the enterprise risk management program.

The Corporation’s Asset/Liability Committee meets at least quarterly with the primary objective of maximizing current and future net interest income within acceptable levels of interest rate risk while satisfying liquidity and capital requirements. Management recognizes that a certain amount of interest rate risk is inherent and appropriate. Thus the goal of interest rate risk management is to maintain a balance between risk and reward such that net interest income is maximized while risk is maintained at an acceptable level. The objective of the Corporation’s liquidity management is to meet the Corporation’s liquidity requirements by ensuring the continuous availability of funds to satisfy the credit needs of our customers and the demands of our depositors, creditors and investors. Stable core deposits and a strong capital position are the components of a solid foundation for the Corporation’s liquidity position. Management continuously monitors cash flows, including deposit flows, loan fundings and draws, securities payments and borrowing maturities, and the impact of changes in interest rates on these cash flows. Additionally, management tracks uninsured deposits, unpledged securities and unpledged loans among other liquidity metrics.

The Corporation assumes interest rate risk in the normal course of operations. The fair values of most of the Corporation’s financial instruments will change when interest rates change and that change may be either favorable or unfavorable to the Corporation. Management attempts to match maturities and repricing dates of assets and liabilities to the extent believed necessary to balance minimizing interest rate risk and increasing net interest income in current market conditions. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates, maturities and repricing dates of assets and liabilities and attempts to manage interest rate risk by adjusting terms of new loans, deposits and borrowings, by investing in securities with terms that manage the Corporation’s overall interest rate risk, and in some cases by using derivative contracts to reduce the Corporation’s overall exposure to changes in interest rates. The Corporation does not enter into interest rate-sensitive instruments for trading purposes.

We use simulation analysis to assess earnings at risk and economic value of equity (EVE) analysis to assess economic value at risk. These methods allow management to regularly monitor both the direction and magnitude of the Corporation’s interest rate risk exposure. These modeling techniques involve assumptions and estimates that inherently cannot be measured with complete precision. Key assumptions in the analyses include maturity and repricing characteristics of both assets and liabilities, prepayments on amortizing assets, other embedded options, non-maturity deposit sensitivity and loan and deposit pricing. These assumptions are inherently uncertain due to the timing, magnitude and frequency of rate changes and changes in market conditions and management strategies, among other factors. However, the analyses are useful in quantifying risk and provide a relative gauge of the Corporation’s interest rate risk position over time.

Simulation analysis evaluates the potential effect of upward and downward changes in market interest rates on future net interest income. The analysis involves changing the interest rates used in determining net interest income over the next twelve months. The resulting percentage change in net interest income in various rate scenarios is an indication of the Corporation’s shorter-term interest rate risk. The analysis utilizes a “static” balance sheet approach, which assumes changes in interest rates without any management response to change the composition of the balance sheet. The measurement date balance sheet composition is maintained over the simulation time period with maturing and repayment dollars being rolled back into like instruments for new terms at current market rates. Additional assumptions are applied to modify volumes and pricing under the various rate scenarios. These assumptions include loan prepayments, time deposit early withdrawals, the sensitivity of deposit repricing to changes in market rates, withdrawal behavior of non-maturing deposits, and other factors that management deems significant.

Table of Contents

The simulation analysis results, based on a measurement date balance sheet as of March 31, 2026, for hypothetical changes in net interest income over the next twelve months are presented in the following table.

One-Year Net Interest Income Simulation (dollars in thousands)

Hypothetical Change in Net

Interest Income

Over the Next Twelve Months

as of

March 31, 2026

December 31, 2025

Assumed Market Interest Rate Shift

 

Dollars

 

Percentage

Dollars

 

Percentage

-300 BP shock

(11,543)

(9.23)

(11,464)

(9.41)

-200 BP shock

(8,047)

(6.43)

(7,971)

(6.54)

-100 BP shock

(3,697)

(2.95)

(3,669)

(3.01)

+100 BP shock

1,165

0.93

1,233

1.01

+200 BP shock

2,282

1.82

2,177

1.79

+300 BP shock

3,319

2.65

3,010

2.47

These results indicate that the Corporation would expect net interest income to decrease over the next twelve months assuming an immediate downward shift in market interest rates of 100 BP to 300 BP and to increase if rates shifted upward to the same degree. As of March 31, 2026, the Corporation’s net interest income sensitivity to both an increase and decrease in market interest rates is similar to its position as of December 31, 2025 as the shifts in the mix of earning assets and in the mix of deposits and borrowings had minimal impact over the first three months of 2026.

The EVE analysis provides information on the risk inherent in the balance sheet that might not be taken into account in the simulation analysis due to the shorter time horizon used in that analysis. The EVE of the balance sheet is defined as the discounted present value of expected asset cash flows minus the discounted present value of the expected liability cash flows. The analysis involves changing the interest rates used in determining the expected cash flows and in discounting the cash flows. The resulting percentage change in net present value in various rate scenarios is an indication of the longer term repricing risk and options embedded in the balance sheet.

The EVE analysis results are presented in the following table.

Static EVE Change (dollars in thousands)

Hypothetical Change in EVE

as of

March 31, 2026

December 31, 2025

Assumed Market Interest Rate Shift

 

Dollars

 

Percentage

Dollars

Percentage

-300 BP shock

(42,802)

(9.30)

(44,627)

(10.12)

-200 BP shock

(21,508)

(4.67)

(22,242)

(5.05)

-100 BP shock

(5,448)

(1.18)

(6,307)

(1.43)

+100 BP shock

(1,784)

(0.39)

(1,088)

(0.25)

+200 BP shock

(6,369)

(1.38)

(5,618)

(1.27)

+300 BP shock

(12,359)

(2.69)

(11,934)

(2.71)

These results as of March 31, 2026 indicate that the EVE would decrease assuming an immediate downward or upward shift in market interest rates of 100 BP to 300 BP. As of March 31, 2026, the Corporation’s EVE is slightly less sensitive to a decrease in market interest rates and slightly more sensitive to an increase in market interest rates as compared to its position as of December 31, 2025 due primarily to changes in the duration of both assets and liabilities as a result of shifts in the mix of earning assets and in the mix of deposits and borrowings.

Certain shortcomings are inherent in the methodology used in the above interest rate risk analyses. Modeling changes in forecasted cash flows and EVE requires making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates, and certain assumed scenarios may be impractical to model under different economic circumstances. In a falling rate environment, the analyses assume that rate-sensitive assets

Table of Contents

are repriced downward, subject to floors on certain loans, while certain deposit rates are not allowed to decrease below zero.

The Corporation uses interest rate swaps to manage select exposures to interest rate risk. Interest rate swaps involve the exchange of fixed and variable rate interest payments between two parties, based on a common notional principal amount and maturity date with no exchange of underlying principal amounts. The Corporation has interest rate swaps that qualify as cash flow hedges. The cash flow hedges effectively modify the Corporation’s exposure to interest rate risk associated with the Corporation’s trust preferred capital notes by converting variable rates of interest on the trust preferred capital notes to fixed rates of interest for periods ending between June 2026 and June 2029. Also, as part of the Corporation’s overall strategy for maximizing net interest income while managing interest rate risk, the Corporation enters into interest rate swaps in connection with originating loans to certain commercial borrowers as a means to offer a fixed-rate instrument to the borrower while effectively retaining a variable-rate exposure.

The mortgage banking segment enters into IRLCs with customers to originate loans for which the interest rates are determined prior to funding. The mortgage banking segment then mitigates interest rate risk on these IRLCs and loans held for sale by entering into forward sales contracts with investors at the time that interest rates are locked for loans to be delivered on a best efforts basis. IRLCs are derivative financial instruments.

We believe that our current interest rate exposure is manageable and within our current interest rate risk guidelines.

ITEM 4.CONTROLS AND PROCEDURES

The Corporation’s management, including the Corporation’s Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Corporation’s disclosure controls and procedures were effective as of March 31, 2026 to ensure that information required to be disclosed by the Corporation in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Corporation’s management, including the Corporation’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Corporation’s disclosure controls and procedures will detect or uncover every situation involving the failure of persons within the Corporation or its subsidiary to disclose material information required to be set forth in the Corporation’s periodic reports.

There were no changes in the Corporation’s internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

Table of Contents

PART II – OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

In the normal course of business, the Corporation is subject to various legal and administrative proceedings and claims. Legal and administrative proceedings are subject to inherent uncertainties and unfavorable rulings could occur, and the timing and outcome of any legal or administrative proceeding cannot be predicted with certainty. As of March 31, 2026, the Corporation is not involved in any material pending or threatened legal proceedings other than proceedings occurring in the ordinary course of business.

ITEM 1A.RISK FACTORS

There have been no material changes in the risk factors faced by the Corporation from those disclosed in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2025.

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

Issuer Purchases of Equity Securities

The Corporation’s Board of Directors authorized a program, effective January 1, 2026 through December 31, 2026, to repurchase up to $5.0 million of the Corporation’s common stock (the 2026 Repurchase Program). Repurchases under the 2026 Repurchase Program may be made through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Exchange Act and shares repurchased will be returned to the status of authorized and unissued shares of common stock. The timing, number and purchase price of shares repurchased under the 2026 Repurchase Program, if any, will be determined by management in its discretion and will depend on a number of factors including the market price of the shares, general market and economic conditions, applicable legal requirements, and other conditions, and there is no assurance that the Corporation will purchase any shares under the 2026 Repurchase Program. There were 4,279 shares repurchased under the 2026 Repurchase Program during the first quarter of 2026 for an aggregate cost of $309,000 under the 2026 Repurchase Program.

The following table summarizes repurchases of the Corporation’s common stock that occurred during the three months ended March 31, 2026.


									Maximum Number
									(or Approximate
							Total Number of		Dollar Value) of
							Shares Purchased as		Shares that May Yet
							Part of Publicly		Be Purchased
		Total Number of		Average Price Paid			Announced Plans or		Under the Plans or
Period		Shares Purchased¹		per Share			Programs		Programs
January 1, 2026 - January 31, 2026		—		$	—		—		$	5,000,000
February 1, 2026 - February 28, 2026		596		$	77.07		—		$	5,000,000
March 1, 2026 - March 31, 2026		7,850		$	72.47		4,279		$	4,691,170
Total		8,446		$	72.79		4,279

1	During the three months ended March 31, 2026, 4,167 shares were withheld upon the vesting of restricted shares granted to employees of the Corporation and its subsidiaries in order to satisfy tax withholding obligations.

ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933).

Table of Contents

ITEM 6.EXHIBITS


3.1	Amended and Restated Articles of Incorporation of C&F Financial Corporation, effective March 7, 1994 (incorporated by reference to Exhibit 3.1 to Form 10-Q filed November 8, 2017)

3.1.1	Amendment to Articles of Incorporation of C&F Financial Corporation, effective January 8, 2009 (incorporated by reference to Exhibit 3.1.1 to Form 8-K filed January 14, 2009)

3.2	Amended and Restated Bylaws of C&F Financial Corporation, as adopted December 15, 2020 (incorporated by reference to Exhibit 3.1 to Form 8-K filed December 17, 2020)

31.1	Certification of CEO pursuant to Rule 13a-14(a)

31.2	Certification of CFO pursuant to Rule 13a-14(a)

32	Certification of CEO/CFO pursuant to 18 U.S.C. Section 1350

101	The following financial statements from the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL, filed herewith: (i) the Consolidated Balance Sheets (unaudited), (ii) the Consolidated Statements of Income (unaudited), (iii) the Consolidated Statements of Comprehensive Income (unaudited), (iv) the Consolidated Statements of Equity (unaudited), (v) the Consolidated Statements of Cash Flows (unaudited) and (vi) the Notes to Consolidated Financial Statements (unaudited)

104	The cover page from the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL (included within Exhibit 101)

Table of Contents

SIGNATURES

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


		C&F FINANCIAL CORPORATION
			(Registrant)

Date:	May 11, 2026	By:	/s/ Thomas F. Cherry
			Thomas F. Cherry
			President and Chief Executive Officer
			(Principal Executive Officer)

Date:	May 11, 2026		/s/ Jason E. Long
			Jason E. Long
			Executive Vice President, Chief Financial Officer and Secretary
			(Principal Financial and Accounting Officer)