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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

☐ 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 0-11204

AMERISERV FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)
PENNSYLVANIA	25-1424278
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

MAIN & FRANKLIN STREETS,
P.O. BOX 430, JOHNSTOWN,
PENNSYLVANIA	15907-0430
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (814) 533-5300

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


Title Of Each Class		Trading Symbol		Name of Each Exchange On Which Registered
Common Stock, Par Value $0.01 Per Share		ASRV		The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ◻ Yes ⌧ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ◻ Yes ⌧ No

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 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value was $46,410,960 as of June 30, 2025.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. There were 16,964,267 shares outstanding as of March 13, 2026.

DOCUMENTS INCORPORATED BY REFERENCE.

None

Table of Contents

FORM 10-K INDEX

		Page No.
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	13
Item 1C.	Cybersecurity	13
Item 2.	Properties	15
Item 3.	Legal Proceedings	15
Item 4.	Mine Safety Disclosures	15
PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 6.	[Reserved]	16
Item 7.	Management’s Discussion and Analysis of Consolidated Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 8.	Consolidated Financial Statements and Supplementary Data	38
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	99
Item 9A.	Controls and Procedures	99
Item 9B.	Other Information	99
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	99
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	100
Item 11.	Executive Compensation	107
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	123
Item 13.	Certain Relationships and Related Transactions, and Director Independence	124
Item 14.	Principal Accountant Fees and Services	125
PART IV
Item 15.	Exhibits, Financial Statement Schedules	127
	Signatures	130

Table of Contents

PART I

ITEM 1. BUSINESS

GENERAL

AmeriServ Financial, Inc. (the Company) is a bank holding company organized under the Pennsylvania Business Corporation Law. The Company became a holding company upon acquiring all of the outstanding shares of AmeriServ Financial Bank (the Bank) in January 1983. When used in this report, the “Company” may refer, depending on the context, to AmeriServ Financial, Inc. individually or AmeriServ Financial, Inc. and its direct subsidiary.

The Company’s principal activities consist of owning and operating its wholly owned subsidiary entity. At December 31, 2025, the Company had, on a consolidated basis, total assets, deposits, and shareholders’ equity of $1.5 billion, $1.2 billion, and $119.3 million, respectively. The Company and its subsidiary derive substantially all of their income from banking, bank related services, and trust and wealth management related services. The Company functions primarily as a coordinating and servicing unit for its subsidiary entity in general management, accounting and taxes, loan review, internal audit, investment accounting, marketing and risk management.

As a bank holding company, the Company is subject to supervision and regular examination by the Federal Reserve Bank of Philadelphia and the Pennsylvania Department of Banking and Securities (PDB). The Company is also under the jurisdiction of the Securities and Exchange Commission (SEC) for matters relating to registered offerings and sales of its securities under the Securities Act of 1933, as amended, and the disclosure and regulatory requirements of the Securities Exchange Act of 1934, as amended. The Company’s common stock is listed on The NASDAQ Stock Market under the trading symbol “ASRV,” and the Company is subject to the NASDAQ rules applicable to listed companies.

AMERISERV FINANCIAL BANK

The Bank is a state bank chartered under the Pennsylvania Banking Code of 1965, as amended (Banking Code). Through 16 branch locations in Allegheny, Cambria, Centre, Somerset, and Westmoreland counties, Pennsylvania and Washington county, Maryland, the Bank conducts a general banking business. It is a full-service bank offering (i) retail banking services, such as demand, savings and time deposits, checking accounts, money market accounts, secured and unsecured consumer loans, mortgage loans, safe deposit boxes, holiday club accounts, and money orders; and (ii) lending, depository and related financial services to commercial, industrial, financial, and governmental customers, such as commercial real estate (CRE) mortgage loans, short and medium-term loans, revolving credit arrangements, lines of credit, inventory and accounts receivable financing, real estate construction loans, business savings accounts, time deposits, wire transfers, night depository, and lock box services. The Bank also operates 17 automated bank teller machines (ATMs) through its 24-hour banking network that are linked with NYCE, a regional ATM network, and CIRRUS, a national ATM network. AmeriServ Wealth Advisors, Inc. (AWA), a SEC-registered investment advisor, is a subsidiary of the Bank. The Company also operates loan production offices (LPOs) in Altoona and Wilkins Township in Pennsylvania.

The AmeriServ Wealth and Capital Management division of the Bank focuses on wealth management and administers assets valued at approximately $2.7 billion that are not recognized on the Company’s balance sheet at December 31, 2025. Wealth management includes personal trust products and services such as personal investment portfolio management, estate planning and administration, custodial services and pre-need trusts, as well as institutional trust products and services such as 401(k) plans, defined benefit and defined contribution employee benefit plans, and individual retirement accounts. The division also includes financial services, which provide the sale of mutual funds, annuities, and insurance products. AmeriServ Wealth and Capital Management also offers the union collective investment funds, the ERECT Funds, which are designed to use union pension dollars in construction projects that utilize union labor.

We believe that the loss of one depositor or a related group of depositors would not have a materially adverse effect on the Bank’s business. The Bank’s business is not seasonal, nor does it have any risks attendant to foreign sources. A significant majority of the Bank’s customer base is located within a 250-mile radius of Johnstown, Pennsylvania, the Bank’s headquarters.

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The Bank is subject to supervision and regular examination by the Federal Reserve Bank of Philadelphia and the PDB. Various federal and state laws and regulations govern many aspects of its banking operations. The following is a summary of key data (dollars in thousands) and ratios of the Bank at December 31, 2025:


AmeriServ Financial Bank		Johnstown, PA
Total Assets		$	1,449,813
Total Investment Securities (net of allowance for credit losses) and Trading Securities			251,950
Total Loans and Loans Held for Sale (net of unearned income)			1,032,968
Total Deposits			1,249,609
Total Net Income			8,640
Asset Leverage Ratio			9.32	%
Return on Average Assets			0.60
Return on Average Equity			6.45
Total Full-Time Equivalent Employees			274

RISK MANAGEMENT OVERVIEW

Risk identification and management are essential elements for the successful management of the Company. In the normal course of business, the Company is subject to various types of risk, which includes credit, interest rate and market, liquidity, operational, legal/compliance, strategic/reputational and security risk. The Company seeks to identify, manage and monitor these risks with policies, procedures, and various levels of oversight from the Company’s Board of Directors (the Board) and management. The Company has a Management Enterprise Risk Committee with Board of Director representation to help manage and monitor the Company’s risk position, which is reported formally to the Board, at a minimum, on a semi-annual basis.

Interest rate risk is the sensitivity of net interest income and the market value of financial instruments to the magnitude, direction, and frequency of changes in interest rates. Interest rate risk results from various repricing frequencies and the maturity structure of assets and liabilities. The Company uses its Asset/Liability Management Policy to monitor and manage interest rate risk.

Liquidity risk represents the inability to generate cash or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers, as well as the obligations to depositors, debtholders and the funding of operating costs. The Company uses its Asset/Liability Management Policy and Contingency Funding Plan to monitor and manage liquidity risk.

Credit risk represents the possibility that a customer may not perform in accordance with contractual terms resulting in an economic loss to the organization. Credit risk results from extending credit to customers, purchasing securities, and entering into certain off-balance sheet loan funding commitments. The Company’s primary credit risk occurs in the loan portfolio with limited credit risk within the investment portfolio due to holdings of corporate and municipal securities. The Company uses its Credit Policy and a disciplined approach to evaluate the adequacy of the allowance for credit losses (the ACL) in order to monitor and manage credit risk. The Company’s Investment Policy and Hedging Policy seek to limit the amount of credit risk that may be assumed in the investment portfolio and through hedging activities.

A significant portion of the Company's loan portfolio consists of commercial real estate loans, including owner occupied properties, non-owner-occupied properties, and other commercial properties. These types of loans are generally viewed as having more risk of default than residential real estate loans and depend on cash flows from the owner’s business or the property’s tenants to service the debt. The borrower’s cash flows may be affected significantly by general economic conditions, a downturn in the local economy or in occupancy rates in the market where the property is located, any of which could increase the likelihood of default. Commercial real estate loans also typically have larger loan balances, and therefore, the deterioration of one or a few of these loans could cause a significant increase in the percentage of the Company's non-performing loans. An increase in non-performing loans could result in a loss of earnings from these loans, an increase in the provision for credit losses for loans, and an increase in charge-offs, all of which could have a material adverse effect on the Company's business, financial condition, and results of operations.

The banking regulatory agencies have expressed concerns about weaknesses in certain sectors of the current commercial real estate market. Banking regulators generally give commercial real estate lending greater scrutiny and may require banks with higher levels of commercial real estate loans to implement enhanced risk management practices, including stricter underwriting, internal controls, risk management policies, more granular reporting, and portfolio stress

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testing, as well as possibly higher levels of allowances for credit losses and capital levels as a result of commercial real estate lending growth and exposures. If the Company's banking regulators determine that our commercial real estate lending activities are particularly risky and are subject to such heightened scrutiny, the Company may incur significant additional costs or be required to restrict certain of our commercial real estate lending activities. Furthermore, failures in the Company's risk management policies, procedures and controls could adversely affect our ability to manage this portfolio going forward and could result in an increased rate of delinquencies in, and increased losses from, this portfolio, which could have a material adverse effect on the Company's business, financial condition, and results of operations.

The following summarizes and describes the Company’s various loan categories, and the underwriting standards applied to each:

Commercial Loans

This category includes credit extensions to commercial and industrial borrowers. Business assets, including accounts receivable, inventory and/or equipment, typically secure these credits. The commercial loan segment includes commercial loans secured by owner occupied real estate. In appropriate instances, extensions of credit in this category are subject to collateral advance formulas. Balance sheet strength and profitability are considered when analyzing these credits, with special attention given to historical, current and prospective sources of cash flow, and the ability of the customer to sustain cash flow at acceptable levels. The Bank’s policy permits flexibility in determining acceptable debt service coverage ratios. Personal guarantees are frequently required; however, as the financial strength of the borrower increases, the Bank’s ability to obtain personal guarantees decreases. In addition to economic risk, this category is impacted by the strength of the borrower’s management, industry risk and portfolio concentration risk each of which are also monitored and considered during the underwriting process.

Commercial Loans Secured by Non-Owner Occupied Real Estate

This category includes various types of loans, including acquisition and construction of investment property. Maximum term, minimum cash flow coverage, leasing requirements, maximum amortization and maximum loan to value ratios are controlled by the Bank’s Credit Policy and follow industry guidelines and norms, and regulatory limitations. Personal guarantees are frequently required on CRE loans, especially if there is a speculative component to the credit. In addition to economic risk, this category is subject to geographic and portfolio concentration risk, each of which are monitored and considered in underwriting.

The Company utilizes a robust and diligent risk management framework to monitor the non-owner occupied commercial real estate segment of the portfolio. This analysis considers more forward-looking credit metrics such as stress test results and underwriting trend data, coupled with risk tolerance and concentration guidelines. Specifically, management has implemented and continues to maintain heightened risk management procedures and prudent underwriting criteria with respect to its commercial real estate portfolio. Loan monitoring practices include but are not limited to periodic stress testing analysis to evaluate changes to cash flows, collateral values and theoretical impact to capital. A robust semi-annual risk assessment of the commercial real estate portfolio is also conducted to evaluate the quality and trends in key underwriting metrics such as debt service coverage ratios, loan-to-value ratios, etc., as well as analyzing market data for both significant segments of the portfolio and segments perceived to evidence heightened risk. The process is intended to allow identification of emerging risk, in part, to determine any future change to lending policy, underwriting practices or broader lending strategy prior to any indication of performance deterioration.

The commercial real estate loan segment includes the non-owner occupied commercial real estate loan classes of retail, multi-family, and other. At December 31, 2025, the Bank’s non-owner occupied commercial real estate loan concentration stood at 352% of total regulatory capital. It should be noted that this ratio decreased from 379% at December 31, 2024, due to contraction in non-owner occupied commercial real estate loan balances combined with an increase in total regulatory capital between years. Further, non-owner occupied commercial real estate loans represented 50.4% and 51.3% of total loans as of December 31, 2025 and 2024, respectively.

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The following table presents our non-owner occupied commercial real estate loan portfolio by property type.

DECEMBER 31, 2025

COMMERCIAL

REAL ESTATE

OTHER COMMERCIAL

(NON-OWNER OCCUPIED) -

REAL ESTATE

RETAIL

MULTI-FAMILY

(NON-OWNER OCCUPIED)

TOTAL

(IN THOUSANDS)

1-4 unit residential

—

24,258

Multi-family

—

114,179

—

114,179

Mixed use - apartments & retail/office

—

16,906

—

16,906

Retail strip plaza

62,500

—

62,500

Mall

3,228

—

3,228

Major shopping center with anchor tenants

30,396

—

30,396

Commercial office - urban

—

15,065

Commercial office - suburban

—

19,821

Hotel/motel

—

35,941

Retail/service shops

75,406

—

75,406

Personal care/hospital/medical office

—

20,914

Manufacturing/warehouse

—

85,974

Other

—

1,032

Land acquisition and development

—

14,930

Total

171,530

131,085

217,935

520,550

Residential Mortgages

This category includes mortgages that are secured by residential property. Underwriting of loans within this category is pursuant to Fannie Mae underwriting guidelines, with the exception of Community Loan Program loans, which have specialized internal loan program standards. The major risk in this category is that a significant downward economic trend would increase unemployment and cause payment default. The Bank does not engage, and has never engaged, in subprime residential mortgage lending.

Secondary Market Activities

The residential lending department of the Bank originates one-to-four family mortgage loans for customers, some of which are sold to outside investors in the secondary market and some of which are retained for the Bank’s portfolio. Mortgages sold in the secondary market are sold to investors on a “flow” basis; mortgages are priced and delivered on a “best efforts” pricing basis, with servicing released to the investor. As previously stated above, Fannie Mae guidelines are used in underwriting all mortgages with the exception of a limited amount of Community Reinvestment Act (CRA) loans and internal special programs. Mortgages with longer terms, such as 30-year, FHA, and VA loans, are usually sold. The remaining production of the department includes construction, adjustable-rate mortgages, and quality non-salable loans. These loans are usually kept in the Bank’s portfolio.

Consumer Loans

This category includes consumer installment loans and revolving credit plans. A meaningful portion of this portfolio consists of home equity loans secured by residential real estate. Underwriting is pursuant to industry norms and guidelines. The major risk in this category is a significant economic downturn.

INVESTMENTS

The strategic focus of the investment securities portfolio is managed for liquidity and earnings in a prudent manner that is consistent with proper bank asset/liability management and current banking practices. The objectives of portfolio management include consideration of proper liquidity levels, interest rate and market valuation sensitivity, and profitability. The investment portfolio of the Company and its subsidiary are proactively managed, including in accordance with federal and state laws and regulations and in accordance with generally accepted accounting principles (GAAP). All holdings must meet standards documented in Investment Policy, unless otherwise approved by the Company’s CEO or the Asset/Liability Management Committee.

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The investment portfolio is primarily made up of highly rated agency mortgage-backed securities, high quality corporate securities, municipal securities, and agency securities. Management strives to maintain a portfolio duration that is less than 60 months.

Investment securities classified as held to maturity are carried at amortized cost while investment securities classified as available for sale are reported at fair market value with unrealized aggregate appreciation/depreciation excluded from income and credited/charged to accumulated other comprehensive income (loss) within shareholders’ equity on a net of tax basis. The Company measures current expected credit losses on debt securities in accordance with ASC 326, Financial Instruments – Credit Losses. See Note 1 within the Notes to Consolidated Financial Statements for information regarding the Company’s calculation of the allowance for credit losses on both the held to maturity and available for sale investment securities portfolios.

The following table sets forth the weighted average yield for each type of investment security and range of maturity as of December 31, 2025. Yields are not presented on a tax-equivalent basis but are based upon the cost basis and are weighted for the scheduled maturity.

Investment securities available for sale:

AT DECEMBER 31, 2025

TOTAL

U.S. AGENCY

INVESTMENT

MORTGAGE-

SECURITIES

CORPORATE

BACKED

AVAILABLE

U. S. AGENCY

MUNICIPAL

BONDS

SECURITIES

FOR SALE

Within 1 year

—

3.52

5.50

—

5.34

After 1 year but within 5 years

1.71

2.49

6.72

3.40

5.23

After 5 years but within 10 years

1.67

4.62

6.20

2.98

5.53

Over 10 years

2.73

4.89

6.03

3.52

3.57

Total

1.91

3.65

6.25

3.50

4.24

Investment securities held to maturity:

AT DECEMBER 31, 2025

TOTAL

U.S. AGENCY

INVESTMENT

CORPORATE

MORTGAGE-

SECURITIES

BONDS AND

BACKED

HELD TO

U. S. AGENCY

MUNICIPAL

OTHER

SECURITIES

MATURITY

Within 1 year

—

3.61

5.18

—

4.26

After 1 year but within 5 years

—

3.33

—

3.33

After 5 years but within 10 years

2.01

2.82

6.80

3.89

3.08

Over 10 years

—

3.50

—

4.44

4.43

Total

2.01

3.13

6.13

4.42

3.85

Finally, securities classified as trading assets are purchased with the intent of selling them in the near term (less than 30 days) to generate profits from short-term changes in price. Trading securities are reported at fair value with unrealized gains and losses included in income. The Company participates in limited trading activity.

DEPOSITS

The Bank believes it has a stable core deposit base made up of traditional commercial bank products that exhibit modest fluctuation during the year, other than jumbo certificates of deposit and certain municipal deposits, which demonstrate some seasonality. The Company also utilizes certain AmeriServ Wealth and Capital Management specialty deposits related to the ERECT funds as a funding source, which serve as an alternative to wholesale borrowings and can exhibit some limited degree of volatility. The Company does not use brokered deposits as a funding source.

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The following table sets forth the average balance of the Company’s deposits and average rates paid thereon for the past two calendar years:


	2025				2024

	(IN THOUSANDS, EXCEPT PERCENTAGES)
Demand:
Non-interest bearing	$	174,295	—	%	$	178,686	—	%
Interest bearing		249,972	1.75			225,741	1.88
Savings		121,945	0.10			120,231	0.10
Money market		324,166	2.36			314,138	2.77
Time deposits (1)		365,700	3.64			330,013	3.75
Total deposits	$	1,236,078	2.06	%	$	1,168,809	2.18	%

(1)

Time deposits include certificates of deposit (CDs) and individual retirement accounts (IRAs).

The Federal Deposit Insurance Corporation (FDIC) is an independent agency of the United States government that protects bank depositors against loss. The Bank is an FDIC-insured institution; therefore, deposits are insured up to the standard insurance amount of $250,000 per depositor. As of December 31, 2025 and 2024, the estimated amount of uninsured deposits was $476.2 million and $435.7 million, respectively. The estimate of uninsured deposits was done at a single account level and does not take into account total customer balances in the Bank. It should be noted that approximately 60% of these uninsured deposits relate to public funds from municipalities, government entities, and school districts which by law are required to be collateralized with investment securities or FHLB letters of credit to protect these depositor funds.

The maturities on CDs with balances that exceed the FDIC insurance limit of $250,000 as of December 31, 2025 are as follows:


		(IN THOUSANDS)
MATURING IN:
Three months or less		$	52,141
Over three through six months			34,631
Over six through twelve months			28,517
Over twelve months			26,218
Total		$	141,507

MONETARY POLICIES

Commercial banks are affected by the policies of various regulatory authorities including the Board of Governors of the Federal Reserve System (the Federal Reserve). An important function of the Federal Reserve is to regulate the national supply of bank credit. Among the instruments of monetary policy used by the Federal Reserve are open market operations in U.S. Government securities, changes in the federal funds rate and discount rate on member bank borrowings, and changes in reserve requirements on bank deposits. These means are used in varying combinations to influence overall growth of bank loans, investments, and deposits, and may also affect interest rate charges on loans or interest paid for deposits. The monetary policies of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future.

COMPETITION

The Company faces strong competition from large national and regional banks, other community banks, credit unions, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money market mutual funds, fintech companies, and other non-bank financial service providers, many of which have greater financial, marketing and technological resources than us. Many of these competitors are not subject to the same regulatory restrictions that we are and may be able to compete more effectively as a result. As the financial services industry continues to consolidate, the scope of potential competition affecting the Company will also increase. Brokerage houses, consumer finance companies, insurance companies, financial technology firms, and pension trusts are important competitors for various types of financial services. Personal and corporate trust investment counseling services are offered by insurance companies, other firms, and individuals. In addition, some of these competitors, such as credit unions, are subject to a lesser degree of taxation than that imposed on the Company.

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Technology and other changes are allowing consumers and businesses to complete financial transactions that historically have involved banks through alternative methods. For example, the wide acceptance of internet-based commerce has resulted in a number of alternative payment processing systems and lending platforms in which banks play only minor roles. Customers can also maintain funds in prepaid debit cards or digital currencies and pay bills and transfer funds directly without the direct assistance of banks. The diminishing role of banks as financial intermediaries has resulted and could continue to result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. Emerging technologies, such as artificial intelligence (including machine learning, generative artificial intelligence and agentic artificial intelligence tools) and quantum computing, have the potential to intensify competition and accelerate disruption in the financial services industry.

While the Company does not offer products relating to digital assets, including cryptocurrencies, stablecoins and other similar assets, there has been a significant increase in digital asset adoption globally over the past several years. Certain characteristics of digital asset transactions, such as the speed with which such transactions can be conducted, the ability to transact without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, and the anonymous nature of the transactions, are appealing to certain consumers notwithstanding the various risks posed by such transactions. Accordingly, digital asset service providers, which, at present, are not subject to the same degree of scrutiny and oversight as banking organizations and other financial institutions, are becoming active competitors to more traditional financial institutions.

MARKET AREA & ECONOMY

The year 2025 was extraordinary for the economy and the markets. Sweeping tariffs, a cooling labor market, rising consumer prices, a prolonged U.S. federal government shutdown, turmoil in the Middle East, and the ongoing Russia/Ukraine war were some of the many factors that should have signaled economic contraction and a downturn in the stock market. Yet, the opposite occurred. The 2025 market and economy were characterized by record-breaking resilience and significant policy shifts. The U.S. economy and major stock indexes delivered a third consecutive year of double-digit gains. The S&P 500 rose 16.4%, a third consecutive double-digit annual increase. The U.S. Treasury 10-year yield fell 40-basis points to 4.17%. Tariffs did not trigger feared recession or significant inflation. Anticipation of global tariffs caused the Gross Domestic Product (GDP) to retreat in the first quarter of 2025 before a strong second and third quarters. Real GDP increased by 2.2% for the full year, largely driven by strong consumer spending, which represented a slight deceleration from 2024's 2.8%, though the third quarter of 2025 saw a standout annualized growth of 4.3%. The Federal Reserve executed three interest rate cuts (25-basis points each), bringing the target range to 3.50% to 3.75% by December 2025. Inflation remained "sticky" but trended downward, with the Consumer Price Index ending the year at approximately 2.7%. Regarding the labor market, hiring slowed to its lowest non-recession pace in two decades, with unemployment edging higher to end the year at 4.6%.

Johnstown, Pennsylvania, where the Company is headquartered, continues to have a cost of living that is lower than the national average. Johnstown is home to The University of Pittsburgh at Johnstown, Pennsylvania Highlands Community College and Conemaugh Health System. The high-tech defense industry is the main non-health care staple of the Johnstown economy, with the region fulfilling many federal government contracts, punctuated by one of the premier defense trade shows in the U.S., the annual Showcase for Commerce. The city also hosts annual events such as the Flood City Music Festival that attracts several thousand visitors. The Johnstown, PA MSA unemployment rate increased from a 4.1% average in 2024 to a 4.8% average in 2025. A declining population trend creates a growth challenge moving forward.

Economic conditions are stronger in the State College market and mirror economic conditions experienced in the national economy. The community is a college town, dominated economically and demographically by the presence of the University Park campus of the Pennsylvania State University. “Happy Valley” is another often-used term to refer to the State College area, including the borough and the townships of College, Harris, Patton, and Ferguson. The unemployment rate for the State College MSA increased from a 2.7% average in 2024 to a 3.2% average in 2025 and remains one of the lowest of all regions in the Commonwealth. A large percentage of the population in State College falls into the 18- to 24-year-old age group, while potential customers in the Cambria/Somerset markets tend to be over 50 years of age.

Hagerstown in Washington County, Maryland offers a rare combination of business advantages providing a major crossroads location that is convenient to the entire East Coast at the intersection of I-81 and I-70. It has a workforce of approximately 400,000 with strengths in manufacturing and technology. It also offers an affordable cost of doing business and living, all within an hour of the Washington, D.C./Baltimore regions. There are also plenty of facilities and

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land slated for industrial/commercial development. Hagerstown has become a choice location for manufacturers, financial services, and distribution companies. The Hagerstown, MD-Martinsburg, WV MSA unemployment rate increased from a 3.3% average in 2024 to a 3.8% average in 2025.

The Company also has loan production offices in Wilkins Township in Allegheny County and Altoona in Blair County, Pennsylvania. Wilkins Township in Allegheny County, Pennsylvania is located 15 miles east of the city of Pittsburgh. While the city is historically known for its steel industry, today its economy is largely based on healthcare, education, technology and financial services. The city of Pittsburgh is home to many colleges, universities and research facilities, the most well-known of which are Carnegie Mellon University, Duquesne University and the University of Pittsburgh. Pittsburgh is rich in art and culture. Pittsburgh museums and cultural sites include the Andy Warhol Museum, the Carnegie Museum of Art, the Frick Art & Historical Center, and Pittsburgh Center for the Arts among numerous others. Pittsburgh is also the home of the Pirates, Steelers and Penguins. The unemployment rate for the Pittsburgh MSA increased from a 3.5% average in 2024 to a 4.0% average in 2025.

Altoona is the business center of Blair County, Pennsylvania with a strong retail, government and manufacturing base. The top field of employment in Altoona and the metro area is healthcare. Its location along I-99 draws from a large trade area over a wide geographic area that extends to State College and Johnstown. It serves as the headquarters for Sheetz Corporation, which ranks on Forbes’ list of the top privately owned companies. In addition to being located adjacent to I-99 and a major highway system, Altoona also has easy access to rail and air transportation. The average unemployment rate in the Altoona MSA increased from 3.3% in 2024 to 4.0% in 2025.

HUMAN CAPITAL RESOURCES

The Company’s long-term growth and success also depends on its ability to attract, develop and retain a high-performing workforce that represents the communities in which we operate. The Company strives to provide a work environment that promotes collaboration, productivity, and employee engagement, which in turn drives both employee and customer success, as well as benefits the communities in which the Company does business.

The Company’s executive team and the Compensation/Human Resources Committee of the Board of Directors oversee the strategic management of the Company’s human capital resources, and the Company’s Human Resources Department manages the day-to-day of those resources.

Employee profile

The Company employed 311 people as of December 31, 2025, in full- and part-time positions. Approximately 139 non-supervisory employees of the Company are represented by the United Steelworkers AFL-CIO-CLC, Local Union 2635-06. The Company is under a four-year labor contract with the United Steelworkers Local, which expires on October 16, 2029. The contract calls for annual wage increases of 4% for each of the first three years and 3% for the fourth year of the contract. The Company has not experienced a work stoppage since 1979. Unionization in financial institutions remains exceptionally low with less than 0.25% of banks nationwide being covered by a collective bargaining agreement. This unique unionization situation creates both challenges and opportunities for the Company. The key goals of organized labor are to provide their members with strong wages and benefits, stable jobs, and safe and respectable workplaces. As a result of these key union goals, the Company’s salaries and benefit costs are higher than its non-union peers as we offer good wages and strong benefits which include affordable health care and strong retirement benefits with a portion of current union employees participating in a defined benefit pension plan. The Company has consistently viewed its positive union relationships as a potential source of additional revenue. Examples of success in these efforts include the previously mentioned ERECT Funds where the AmeriServ Wealth and Capital Management division is trustee for this $248 million fund whose purpose is to invest in commercial construction projects with the requirement that they utilize union labor. The Bank has also been a preferred mortgage and consumer loan provider for the Pennsylvania State Education Association for 12 years which provides us with the opportunity to expand our lending in these products throughout Pennsylvania. Since the inception of the partnership, the Bank has funded over $350 million in mortgage and consumer loans to unionized teachers and their family members.

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Competitive Compensation

As part of the Company’s compensation philosophy, market competitive programs are maintained for employees to attract and retain top talent. In addition to competitive base wages, additional programs include health and welfare benefits, a 401(k) plan, flexible spending accounts, paid time off, family leave, and employee assistance programs. Some employees participate in a defined benefit pension plan. In addition, the Company promotes health and wellness by encouraging work-life balance and, where appropriate, offering flexible work schedules. The Company has also adopted a hybrid remote work policy for certain positions.

Talent and Promoting Members from Underrepresented Communities

A core tenet of the Company’s talent philosophy is to both develop talent from within and supplement with external hires. Whenever possible, the Company seeks to fill positions by promotion and transfer from within the organization. The Company’s talent acquisition team uses internal and external resources to recruit highly skilled and talented candidates; employee referrals are also encouraged.

The Company is dedicated to recruitment and career development practices that support its employees at all levels of the Company. The Company is committed to having a workforce that reflects the communities in which it serves. The Company strives to promote inclusion through defined Company values and behaviors. The Company is focused on sourcing and hiring with fair and equitable approaches, creating an environment where all employees can develop and thrive.

INDUSTRY REGULATION

The financial services industry, and the operation of bank holding companies, is highly regulated by federal and state law, and by numerous regulations adopted by the federal and state banking agencies. Bank regulation affects all aspects of conducting business as a bank, including such major items as minimum capital requirements, limits on types and amounts of investments, loans and other assets, as well as borrowings and other liabilities, and numerous restrictions or requirements on the loan terms and other products made available to customers, particularly consumers. Federal deposit insurance from the Federal Deposit Insurance Corporation (FDIC) is required for all banks in the United States, and maintaining FDIC insurance requires observation of the various rules of the FDIC, as well as payment of deposit insurance premiums. New branches, or acquisitions or mergers, are required to be pre-approved by the responsible agency, which in the case of the Company is the Federal Reserve and the PDB. The Bank provides detailed financial information to its regulators, including a quarterly call report that is filed pursuant to detailed prescribed instructions to ensure that all U.S. banks report the same way. The U.S. banking laws and regulations are frequently updated and amended, especially in response to crises in the financial industry, such as the global financial crisis of 2008, which resulted in the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in 2010 (the Dodd-Frank Act), a statute affecting many facets of the financial industry. The Economic Growth, Regulatory Relief, and Consumer Protection Act was enacted into law in 2018 and was designed to ease certain restrictions imposed by the Dodd-Frank Act.

While it is impractical to discuss all laws and regulations that regularly affect the business of the Company, set forth below is an overview of some of the major provisions and statutes that apply.

CAPITAL REQUIREMENTS

One of the most significant regulatory requirements for banking institutions is minimum capital, imposed as a ratio of capital to assets. The Federal Deposit Insurance Act, as amended (FDIA), identifies five capital categories for insured depository institutions: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. It requires U.S. federal bank regulatory agencies to implement systems for prompt corrective action for insured depository institutions that do not meet minimum capital requirements based on these categories. Both federal and state banking regulation impose progressively more restrictive constraints on operations, management and capital distributions, depending on the category in which an institution is classified. Unless a bank is well capitalized, it is subject to restrictions on its ability to utilize brokered deposits and on other aspects of its operations. Generally, a bank is prohibited from paying any dividend or making any capital distribution or paying any management fee to its holding company if the bank would thereafter be undercapitalized.

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	MINIMUM CAPITAL		WELL
	PLUS BUFFER		CAPITALIZED
Common equity tier 1 capital ratio	7.00	%	6.50	%
Tier 1 capital ratio	8.50	%	8.00	%
Total capital ratio	10.50	%	10.00	%

DIVIDEND RESTRICTIONS

The primary source of cash to pay dividends, if any, to the Company’s shareholders and to meet the Company’s obligations is dividends paid to the Company by the Bank. Dividend payments by the Bank to the Company are subject to the laws of the Commonwealth of Pennsylvania, the Banking Code, the FDIA and the regulation of the PDB and the Federal Reserve. Under the Banking Act and the FDIA, a bank may not pay any dividends if, after paying such dividends, it would be undercapitalized under applicable capital requirements. In addition to these explicit limitations, the federal regulatory agencies are authorized to prohibit a banking subsidiary or bank holding company from engaging in unsafe or unsound banking practices. Depending upon the circumstances, the agencies could take the position that paying a dividend would constitute an unsafe or unsound banking practice.

It is the policy of the Federal Reserve that bank holding companies should generally pay cash dividends on common stock only out of income available from the immediately preceding year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition. The policy provides that bank holding companies should not maintain a level of cash dividend that undermines the bank holding company’s ability to serve as a source of strength to its banking subsidiary. A bank holding company may not pay dividends when it is insolvent.

For more information regarding quarterly cash dividends, see Part II, Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities below.

PRIVACY PROVISIONS

Federal banking regulators adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about customers to non-affiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to non-affiliated third parties. The privacy provisions affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. The Company believes it is in compliance with the various provisions.

USA PATRIOT ACT

A major focus of governmental policy on financial institutions has been aimed at combating money laundering and terrorist financing. The USA Patriot Act substantially broadened the scope of United States anti-money laundering laws and regulations by imposing significant new compliance and due diligence obligations, creating new crimes and penalties and expanding the extra-territorial jurisdiction of the United States. The United States Treasury Department has issued and, in some cases, proposed a number of regulations that apply various requirements of the USA Patriot Act to financial institutions. These regulations impose obligations on financial institutions to maintain appropriate policies, procedures and controls to detect, prevent and report money laundering and terrorist financing and to verify the identity of their customers. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the Company.

Community Reinvestment Act

All FDIC-insured institutions have a responsibility under the Community Reinvestment Act (CRA) and related regulations to help meet the credit needs of their communities, including low- and moderate-income neighborhoods. In connection with its examination of a state-chartered bank, the federal banking regulators are required to assess an institution’s record of compliance with the CRA. On October 24, 2023, the FDIC, the Federal Reserve Board, and the Office of the Comptroller of the Currency issued a final rule to strengthen and modernize the CRA regulations. Under the final rule, the asset size thresholds were updated to account for changes in the banking industry as follows: (a) “small banks” with assets less than $600 million (from less than $376 million), (b) “intermediate banks” with assets between $600 million and $2 billion (from between $376 million and $1.503 billion), and (c) “large banks” with assets greater than or equal to $2 billion (from $1.503 billion), each as adjusted for inflation subsequently. The assets as of December

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31^st in both of the prior two calendar years will be used to determine the appropriate size threshold. The agencies will evaluate large banks under four performance tests: the Retail Lending Test, the Retail Services and Products Test, the Community Development Financing Test, and the Community Development Services Test. For intermediate banks, the two performance tests will be: Retail Lending Test and the existing Community Development test, which is the default, but banks can opt-in to the Community Development Financing Test. The rule also exempts small and intermediate banks from new data collection requirements that apply to banks with assets of at least $2 billion and limits certain data collection and reporting requirements to large banks with assets greater than $10 billion. On July 16, 2025, the federal banking regulators issued a proposal to rescind the 2023 rule and restore the 1995 regulatory framework due to ongoing litigation uncertainty and stakeholder confusion. The 2023 final rule is currently stayed by a preliminary injunction.

FDIC Insurance of Certain Accounts and Regulation by the FDIC

The Bank is an FDIC insured financial institution whereby the FDIC provides deposit insurance for a certain maximum dollar amount per customer. The Bank, as is true for all FDIC insured banks, is subject to deposit insurance assessments as determined by the FDIC.

Under the FDIC’s risk-based deposit premium assessment system, the assessment rates for an insured depository institution (IDI) are determined by an assessment rate calculator, which is based on a number of elements that measure the risk each institution poses to the Deposit Insurance Fund (DIF). As a result of the Dodd-Frank Act, the calculated assessment rate is applied to average consolidated assets less the average tangible equity of the IDI during the assessment period to determine the dollar amount of the quarterly assessment. Under the current system, premiums are assessed quarterly and could increase if, for example, criticized loans and/or other higher risk assets increase, or balance sheet liquidity decreases. In addition, the FDIC can impose special assessments in certain instances. Deposit insurance assessments fund the DIF.

AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. These filings are available to the public on the internet at the SEC’s website at http://www.sec.gov.

Our internet address is http://www.ameriserv.com. We make available, free of charge on http://www.ameriserv.com, our annual, quarterly and current reports, and amendments to those reports, as soon as reasonably practical after we electronically file such material with, or furnish it to, the SEC.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

The Company has no unresolved staff comments from the SEC for the reporting periods presented.

ITEM 1C. CYBERSECURITY

The Company maintains comprehensive and continually evolving processes for assessing, identifying, and managing material risks from cybersecurity threats, including any potential unauthorized occurrence on, or conducted through, the Company’s information systems that may result in adverse effects on the confidentiality, integrity, or availability of such systems or any information residing on such systems. The processes relating to cybersecurity threats are integrated into the Company’s overall risk management processes, which are overseen by the Board of Directors.

Risk Management and Strategy

The Company’s Enterprise Risk Management Policy assists the Board of Directors and management in clarifying their tolerance for identifying those credit, market, liquidity, operational, legal, compliance, strategic, reputation and security (information and physical) risks that have the potential to cause material financial harm to the institution, as well as describing a methodology for determining the proper level of controls to manage and mitigate those risks. Cybersecurity is a critical component of risk management, given the increasing reliance on technology and the increasing cybersecurity threat landscape. The Information Security Program is built on the Federal Financial Institutions

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Examination Council (FFIEC) IT Handbooks, National Institute of Standards and Technology (NIST) Cybersecurity Framework, the Center for Internet Security (CIS) Cybersecurity Controls (CSC), and industry best practice. The Information Security Program utilizes a defense in depth strategy that leverages multiple security measures to protect Company assets and information.

The Board of Directors is responsible for overseeing management’s development and execution of the Company’s risk management process. Risk management is administered by a senior management team called the Management Enterprise Risk Committee (MERC). Periodic risk assessments are performed to identify technical and physical risks to information systems. These risk assessments identify internal and external threats that could cause a cybersecurity incident, assessing the likelihood of potential impact of those threats, and assessing the measures and controls in place to manage the risks. As per FFIEC guidance, a Change Management Policy and Committee are in place to manage changes to technology and systems. Information Security is a member of this Committee to evaluate changes for information security impact.

The Company leverages internal and external auditors to periodically review information technology and information security policy, processes, and controls to ensure they meet regulatory compliance and operate effectively. Independent penetration testing is performed annually.

The Company maintains an Incident Response Plan and a Crisis Communication Plan that provide documented guidelines for handling potential threats and taking appropriate measures including timely notification of cybersecurity threats and incidents to senior management and the Board of Directors when appropriate. The Incident Response Plan is managed by the Chief Information Security Officer (CISO) and is reviewed and tested at least annually. The Crisis Communication Plan, managed by the Director of Marketing and Alternative Delivery, is reviewed and tested at least annually.

The Company uses third-party vendors to assist in monitoring, detecting, and managing cyber threats, including managed security service monitoring, penetration testing and vulnerability assessment. The Management Enterprise Risk Committee has established risk management guidelines for third-party vendors. Through the Third-Party Risk Management Committee, the Company conducts due diligence reviews of third-party vendors before contracts or agreements for provision of services are signed and conducts ongoing due diligence and oversight procedures with the frequency of the procedures determined based on a risk assessment of the services provided. Generally, the Company’s agreements with service providers include requirements related to cybersecurity and data privacy. All such agreements are reviewed periodically. The Company cannot guarantee, however, that such agreements, due diligence, and oversight procedures will prevent a cybersecurity incident from impacting information systems. Moreover, as a result of applicable laws and regulations or applicable contractual provisions, the Company may be held responsible for cybersecurity incidents attributed to its service providers in relation to any data that the Company shares with such providers.

Notwithstanding our efforts at cybersecurity, no system of prevention is impenetrable, and we cannot guarantee that we will be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. To date, the Company has not detected any material cybersecurity incident to our own systems. Future cybersecurity incidents could, however, materially affect our business strategy, results of operations, or financial condition.

Governance

The Company’s information technology resources are managed by the Information Technology Department, which is responsible for the first line of defense – identifying, assessing, and managing material risks from cybersecurity threats. The Information Technology Department is managed by the Chief Information Officer (CIO), who reports to the Company’s President and CEO. The present CIO has been employed by the Company in the information technology area for four years and was previously the CISO at the Company for two years. The present CIO has over 37 years of IT experience, 14 of that in banking. The CIO holds a current Certified Information Systems Security Professional (CISSP) designation.

The Chief Information Security Officer (CISO) whose responsibilities constitute the second line of defense provides the vision, leadership, and strategies necessary to protect the information security of the Company. The CISO manages policy, procedure, and process to ensure the execution of the Company’s Information Security and Business Continuity/ Disaster Recovery (BC/DR) Programs. The CISO reports directly to the Chief Risk Officer to provide segregation between the first and second lines of defense. The Information Security Department, among other duties, supervises

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internal employee training relating to cybersecurity risks, conducts access reviews relating to the Company’s information systems, and monitors implemented security measures. The present CISO has over 19 years of IT and information security experience across various organizations, including military service.

The Company has established a Management Technology Committee and a Board Technology Committee. These Committees provide oversight and governance of information technology and the Information Security Program and meet quarterly. The Board Technology Committee’s responsibilities include: (1) monitoring the strategic deployment and usage of Information Technology throughout the Company using reports and presentations from management; (2) oversight of cybersecurity preparedness through information security reports, discussion of internal events and discussion of cybersecurity topics pertinent to the Company and the industry; (3) oversight of activities in support of the Company’s business continuity/disaster recovery program to ensure optimal corporate resiliency in the unlikely event of a disaster; and (4) providing broad strategic guidance on the technology direction of the Company by, among other things, overseeing the development of the AmeriServ Strategic Technology Plan.

ITEM 2. PROPERTIES

The principal offices of the Company occupy the five-story AmeriServ Financial building at the corner of Main and Franklin Streets in Johnstown plus eleven floors of the building adjacent thereto. The Company occupies the main office, and its subsidiary entity has 13 locations which are owned. Seven additional locations are leased with terms expiring from September 30, 2026 to December 31, 2033.

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to various types of lawsuits and claims arising in the ordinary course of business. In the opinion of management, after review and consultation with counsel, there are no material legal proceedings currently pending to which the Company or its subsidiary is a party or of which any of their property is the subject.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

COMMON STOCK

As of March 13, 2026, the Company had 2,345 shareholders of record for its common stock. The Company’s common stock is traded on The NASDAQ Stock Market under the symbol “ASRV.” The following table sets forth the actual high and low closing prices and the cash dividends declared per share for the periods indicated:


					CASH
	PRICES				DIVIDENDS
	HIGH		LOW		DECLARED
Year ended December 31, 2025:
First Quarter	$	2.80	$	2.35	$	0.03
Second Quarter		3.04		2.08		0.03
Third Quarter		3.30		2.80		0.03
Fourth Quarter		3.22		2.87		0.03
Year ended December 31, 2024:
First Quarter	$	3.27	$	2.39	$	0.03
Second Quarter		2.86		2.26		0.03
Third Quarter		2.79		2.27		0.03
Fourth Quarter		3.04		2.58		0.03

The declaration of cash dividends on the Company’s common stock is at the discretion of the Board, and any decision to declare a dividend is based on a number of factors, including, but not limited to, earnings, prospects, financial condition, regulatory capital levels, applicable covenants under any credit agreements and other contractual restrictions, Pennsylvania law, federal and Pennsylvania bank regulatory law, and other factors deemed relevant. Additionally, the Company does not currently have a common stock repurchase program authorized.

ITEM 6. [RESERVED]

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A)

The following discussion and analysis of financial condition and results of operations of the Company should be read in conjunction with the consolidated financial statements of the Company including the related notes thereto, included elsewhere herein.

SELECTED FIVE-YEAR CONSOLIDATED FINANCIAL DATA


		AT OR FOR THE YEAR ENDED DECEMBER 31,
		2025			2024			2023			2022			2021

		(IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
SUMMARY OF INCOME STATEMENT DATA:
Total interest income		$	71,354		$	66,505		$	60,860		$	49,058		$	46,669
Total interest expense			29,091			30,457			24,840			8,495			7,586
Net interest income			42,263			36,048			36,020			40,563			39,083
Provision for credit losses			4,120			884			7,429			50			1,100
Net interest income after provision for credit losses			38,143			35,164			28,591			40,513			37,983
Total non-interest income			16,989			17,975			16,389			16,692			17,761
Total non-interest expense			48,336			48,740			49,368			48,004			46,970
Income (loss) before income taxes			6,796			4,399			(4,388)			9,201			8,774
Provision (benefit) for income taxes			1,184			798			(1,042)			1,753			1,702
Net income (loss)		$	5,612		$	3,601		$	(3,346)		$	7,448		$	7,072
PER COMMON SHARE DATA:
Basic earnings per share		$	0.34		$	0.21		$	(0.20)		$	0.44		$	0.41
Diluted earnings per share			0.34			0.21			(0.20)			0.43			0.41
Cash dividends declared			0.120			0.120			0.120			0.115			0.100
Book value at period end			7.22			6.49			5.96			6.20			6.82
BALANCE SHEET AND OTHER DATA:
Total assets		$	1,453,813		$	1,422,362		$	1,389,638		$	1,363,874		$	1,335,560
Loans and loans held for sale, net of unearned income			1,032,968			1,068,409			1,038,401			990,825			986,037
Allowance for credit losses - loans			13,128			13,912			15,053			10,743			12,398
Investment securities, net of allowance for credit losses:
Available for sale			176,228			155,620			165,711			179,508			163,171
Held to maturity			72,256			63,837			63,979			61,878			53,751
Deposits			1,248,128			1,200,995			1,158,360			1,108,537			1,139,378
Total borrowed funds			75,309			101,687			115,556			138,373			72,837
Shareholders’ equity			119,312			107,248			102,277			106,178			116,549
Full-time equivalent employees			298			302			307			315			304
SELECTED FINANCIAL RATIOS:
Return on average assets			0.39	%		0.26	%		(0.25)	%		0.55	%		0.52	%
Return on average total equity			5.03			3.46			(3.23)			6.83			6.48
Loans and loans held for sale, net of unearned income, as a percentage of deposits, at period end			82.76			88.96			89.64			89.38			86.54
Common stock cash dividends as a percentage of net income (loss)			35.32			55.99			(61.48)			26.41			24.14
Interest rate spread			2.82			2.41			2.47			3.11			3.01
Net interest margin			3.15			2.81			2.86			3.27			3.15
Allowance for credit losses - loans as a percentage of loans, net of unearned income, at period end			1.27			1.30			1.45			1.08			1.26
Non-performing loans as a percentage of loans, at period end			0.80			1.02			1.19			0.52			0.34
Net charge-offs as a percentage of average loans			0.46			0.19			0.35			0.17			—

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RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

PERFORMANCE OVERVIEW. The following table summarizes some of the Company’s key profitability performance indicators.


		YEAR ENDED DECEMBER 31,
		2025			2024

		(IN THOUSANDS, EXCEPT
		PER SHARE DATA AND RATIOS)
Net income		$	5,612		$	3,601
Diluted earnings per share			0.34			0.21
Return on average assets			0.39	%		0.26	%
Return on average equity			5.03			3.46

The Company reported net income of $5,612,000, or $0.34 per diluted common share, for 2025. This compares to net income of $3,601,000, or $0.21 per diluted common share, for 2024. Overall, the Company’s earnings performance in 2025 exceeded the earnings for 2024 by $2.0 million, or 55.8%. The improved financial performance in 2025 was driven by increased revenue which allowed the Company to achieve earnings growth while absorbing a higher provision for credit losses which was needed to bring final resolution to its largest non-performing loan. The increase in total revenue was caused by meaningful improvement in net interest income due to effective balance sheet management. Specifically, the Company’s net interest margin increased by 34-basis points for 2025 leading to a $6.2 million increase in net interest income, which is important since this category represented approximately 70% of total revenue. Additionally, non-interest expense favorably declined in 2025 as management worked to carefully control operating costs and gain efficiency improvements. Finally, both book value per share and tangible book value⁽¹⁾ per share experienced growth in 2025 increasing by 11.2% to $7.22 and 12.9% to $6.39, respectively, during the past year.

The Company reported net income of $3.6 million, or $0.21 per diluted common share, in 2024. This compared to a net loss of $3.3 million, or $0.20 per diluted common share, in 2023. The earnings improvement between years was driven by a favorable comparison in the provision for credit losses, improved total revenue, and lower non-interest expense. Specifically, the lower provision for credit losses in 2024 reflected provision recoveries recognized in both the loan and securities portfolios during the first and third quarters while the 2023 provision was significantly higher due to the negative impact that the Rite Aid bankruptcy had on several commercial real estate properties.

(1)	Non-GAAP financial information, see “Reconciliation of Non-GAAP Financial Measures” later in this MD&A.

NET INTEREST INCOME AND MARGIN. The Company’s net interest income represents the amount by which interest income on earning assets exceeds interest paid on interest bearing liabilities. Net interest income is a primary source of the Company’s earnings, and it is affected by interest rate fluctuations as well as changes in the amount and mix of earning assets and interest bearing liabilities. The following table compares the Company’s net interest income performance for the years ended December 31, 2025 and 2024:


	YEAR ENDED DECEMBER 31,
	2025			2024			CHANGE			% CHANGE

	(IN THOUSANDS, EXCEPT RATIOS)
Interest income	$	71,354		$	66,505		$	4,849		7.3	%
Interest expense		29,091			30,457			(1,366)		(4.5)
Net interest income	$	42,263		$	36,048		$	6,215		17.2
Net interest margin		3.15	%		2.81	%		0.34	%	12.1

The Company’s net interest income for 2025 increased by $6.2 million, or 17.2%, when compared to 2024. The Company’s net interest margin was 3.15% for 2025 representing a 34-basis point improvement from 2024. Along with the significantly improved net interest margin performance, the increase also reflected controlled balance sheet growth, as both total earning assets and total deposits were at higher average levels due to effective balance sheet management and business development strategies. This, combined with effective pricing strategies, resulted in both the total earning asset yield and cost of interest bearing funds improving between years. The Federal Reserve’s action to lower short-term interest rates during 2024 and 2025 favorably impacted total interest bearing deposits and borrowings costs. Also, while the U.S. Treasury yield curve remained modestly inverted on the short end, yields in the mid to long end of the curve were higher and demonstrated a steeper upward slope which favorably impacted earning asset yields. Management believes the net interest margin will continue to improve throughout 2026 given the effective execution of its strategy.

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Overall, in 2025, the average balance of total interest earning assets was higher than the full year of 2024 average, totaling $1.3 billion. Specifically, total loans averaged $1.061 billion in 2025 which was $23.7 million, or 2.3%, higher than the 2024 full year average. Short-term investments and bank deposits averaged $18.6 million in 2025 which was $14.7 million higher than the 2024 full year average. Total investment securities, including the available for sale, held to maturity, and trading portfolios, averaged $257.9 million in 2025 which was $4.4 million, or 1.7%, higher than the 2024 full year average. The increase in the average balance of total interest earning assets along with an improvement in the yield on earning assets, which increased from 5.18% to 5.35%, resulted in total interest income increasing by $4.8 million, or 7.3%, between years.

Total deposits, including non-interest bearing demand deposits, averaged $1.236 billion for the full year of 2025, which was $67.3 million, or 5.8%, higher than the $1.169 billion average for the full year of 2024. The 2025 full year average of short-term and FHLB borrowed funds was $55.6 million, which represented a decrease of $24.0 million, or 30.1%. Overall, the cost of total interest bearing liabilities decreased from 2.77% to 2.53% which resulted in total interest expense decreasing by $1.4 million, or 4.5%, between years.

COMPONENT CHANGES IN NET INTEREST INCOME: 2025 VERSUS 2024. Regarding the separate components of net interest income, the Company’s total interest income in 2025 increased by $4.8 million, or 7.3%, when compared to 2024. Overall, the 2025 full year average balance of total interest earning assets increased over last year’s full year average by $42.8 million, or 3.3%, as there were increased levels of average total loans, short-term investments and bank deposits, and total investment securities. In addition, interest income was favorably impacted by an increase in the earning asset yield which improved by 17-basis points to 5.35%. All of the categories within the earning asset base, particularly loans, demonstrated an interest income increase between years. Specifically, the average total loan portfolio yield increased by 15-basis points from 5.47% to 5.62% in 2025. The Company’s total interest expense in 2025 decreased by $1.4 million, or 4.5%, when compared to 2024. Overall, the 2025 full year average balance of total interest bearing liabilities increased over 2024’s average by $47.4 million, or 4.3%, as there was an increased level of average interest bearing deposits which was partially offset by a lower level of average short-term and FHLB borrowings. Despite the increase in the average balance of total interest bearing liabilities, the cost associated with these interest bearing liabilities decreased by 24-basis points to 2.53% resulting in the decline in total interest expense.

Total average loans for the full year of 2025 grew from the full year average of 2024 by $23.7 million, or 2.3%, due to consistent new loan funding opportunities. However, in the second half of 2025, commercial real estate (CRE) loan payoff activity exceeded originations and resulted in a $35.4 million, or 3.3%, decrease in total loans and loans held for sale since December 31, 2024. Overall, total loans continue to be well above the $1.0 billion threshold, averaging $1.061 billion for 2025. Total loan interest income improved in 2025 compared to 2024 due to the more favorable interest rate environment, and a portion of CRE loans, that were booked during the COVID pandemic when interest rates were low, repricing upward during 2025. Also favorably impacting loan interest income was a higher level of loan fee income primarily due to prepayment fees collected on the increased early CRE payoff activity experienced during 2025. Total 2025 full year loan fee income was $553,000, or 58.8%, higher when compared to the full year of 2024. These favorable items resulted in 2025 total loan interest income improving by $3.4 million, or 6.0%, when compared to 2024.

Total investment securities, including the available for sale, held to maturity, and trading portfolios, averaged $257.9 million for 2025, which was $4.4 million, or 1.7%, higher than the $253.5 million average for 2024. Additionally, average short-term investments and bank deposits were sharply higher by $14.7 million in 2025. These increases reflect the higher level of loan prepayment activity, as well as the Company’s liquidity position strengthening during 2025 due to deposit growth. Therefore, more funds were available to invest in the securities portfolios during a time when security yields improved, making purchases more attractive. As a result, the securities portfolios grew by $36.3 million, or 16.5%, since December 31, 2024. New investment security purchases were also necessary to replace cash flow from maturing securities to maintain appropriate balances for pledging purposes related to public fund deposits. In addition, during 2025, the Company established a $7.0 million investment trading account. The higher balances and improved yields for new securities purchases caused interest income from investment securities and trading securities to increase by $872,000, or 9.2%, for the full year of 2025 compared to last year. Overall, the full year average balance of total interest earning assets increased from last year’s full year average by $42.8 million, or 3.3%, while total interest income increased by $4.8 million, or 7.3%, from the 2024 year.

On the liability side of the balance sheet, total average deposits for the full year of 2025 were $67.3 million, or 5.8%, higher when compared to the full year average of 2024 due to the Company’s successful business development efforts. Additionally, the Company’s core deposit base continues to demonstrate the strength and stability that it has for

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many years due to customer loyalty and confidence in AmeriServ Financial Bank. Specifically, total deposits grew during 2025 by $47.1 million, or 3.9%, on an end of period basis since December 31, 2024. In addition to its loyal core deposit base, the Company has several other sources of liquidity, including a significant unused borrowing capacity at the Federal Home Loan Bank (FHLB), overnight lines of credit at correspondent banks and access to the Federal Reserve Discount Window. The Company does not utilize brokered deposits as a funding source. The loan to deposit ratio averaged 83.8% in the fourth quarter of 2025, which indicates that the Company has ample capacity to continue to grow its loan portfolio and is well positioned to support its customers and community during times of economic volatility.

Total interest expense favorably decreased by $1.4 million, or 4.5%, for 2025 when compared to 2024. Deposit interest expense increased slightly by $23,000, or 0.1%, for the full year of 2025 despite total average interest bearing deposits growing significantly by $71.7 million, or 7.2%, compared to the full year of 2024. The small increase in deposit interest expense reflects the benefit of the Federal Reserve easing monetary policy during the final four months of 2024 and the latter portion of 2025. This reduction in interest bearing deposit costs contributed to the previously mentioned improvement in the net interest margin. The Federal Reserve’s action to ease monetary policy by another 75-basis points at their final three Federal Open Market Committee meetings in 2025 is anticipated to continue to have a favorable impact on interest bearing deposit costs as we move into 2026. Overall, total deposit cost (including the benefit of non-interest bearing demand deposits) averaged 2.06% for the full year of 2025, which is a 12-basis point improvement from the full year of 2024.

Total borrowings interest expense declined by $1.4 million, or 27.7%, for the full year of 2025 when compared to the same period of 2024. The Company’s utilization of overnight borrowed funds for the full year of 2025 was significantly lower than it was for the full year of 2024, resulting in the full year average decreasing by $22.4 million, or 80.1%, due to the higher level of total average deposits. The decrease in borrowings interest expense also reflects the Federal Reserve’s 2024 action to ease monetary policy by 100-basis points as well as their 2025 action to ease monetary policy by an additional 75-basis points which had an immediate and favorable impact on the cost of overnight borrowed funds.

The table that follows provides an analysis of net interest income on a tax-equivalent basis (non-GAAP) setting forth (i) average assets, liabilities, and shareholders’ equity, (ii) interest income earned on interest earning assets and interest expense paid on interest bearing liabilities, (iii) average yields earned on interest earning assets and average rates paid on interest bearing liabilities, (iv) interest rate spread (the difference between the average yield earned on interest earning assets and the average rate paid on interest bearing liabilities), and (v) net interest margin (net interest income as a percentage of average total interest earning assets). For purposes of this table, loan balances include non-accrual loans, and interest income on loans includes loan fees or amortization of such fees which have been deferred. Regulatory stock is included within available for sale investment securities for this analysis. Additionally, a tax rate of 21% was used to compute tax-equivalent interest income and yields (non-GAAP). The tax equivalent adjustments to interest income on loans, municipal securities, and trading securities for the years ended December 31, 2025 and 2024 was $75,000 and $26,000, respectively, which is reconciled to the corresponding GAAP measure at the bottom of the table. Differences between the net interest spread and margin from a GAAP basis to a tax-equivalent basis were not material.

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		YEAR ENDED DECEMBER 31,
		2025								2024
					INTEREST								INTEREST
		AVERAGE			INCOME/			YIELD/		AVERAGE			INCOME/			YIELD/
		BALANCE			EXPENSE			RATE		BALANCE			EXPENSE			RATE

		(IN THOUSANDS, EXCEPT PERCENTAGES)
Interest earning assets:
Loans and loans held for sale, net of unearned income		$	1,061,417		$	60,210		5.62	%	$	1,037,734		$	56,785		5.47	%
Short-term investments and bank deposits			18,567			826		4.39			3,853			250		6.49
Investment securities:
Available for sale			187,033			7,632		4.08			188,072			7,209		3.83
Held to maturity			66,920			2,592		3.87			65,415			2,287		3.50
Total investment securities			253,953			10,224		4.03			253,487			9,496		3.75
Trading securities			3,923			169		4.28			—			—		—
TOTAL INTEREST EARNING ASSETS/ INTEREST INCOME			1,337,860			71,429		5.35			1,295,074			66,531		5.18
Non-interest earning assets:
Cash and due from banks			15,305								14,333
Premises and equipment			17,672								18,610
Other assets			89,349								84,041
Allowance for credit losses			(14,868)								(15,310)
TOTAL ASSETS		$	1,445,318							$	1,396,748
Interest bearing liabilities:
Interest bearing deposits:
Interest bearing demand		$	249,972		$	4,382		1.75	%	$	225,741		$	4,246		1.88	%
Savings			121,945			119		0.10			120,231			117		0.10
Money market			324,166			7,656		2.36			314,138			8,701		2.77
Time deposits			365,700			13,314		3.64			330,013			12,384		3.75
Total interest bearing deposits			1,061,783			25,471		2.40			990,123			25,448		2.57
Short-term borrowings			5,555			266		4.79			27,963			1,582		5.66
Advances from Federal Home Loan Bank			50,017			2,200		4.40			51,590			2,265		4.39
Subordinated debt			27,000			1,054		3.90			27,000			1,054		3.90
Lease liabilities			4,092			100		2.45			4,337			108		2.48
TOTAL INTEREST BEARING LIABILITIES/INTEREST EXPENSE			1,148,447			29,091		2.53			1,101,013			30,457		2.77
Non-interest bearing liabilities:
Demand deposits			174,295								178,686
Other liabilities			10,970								12,973
Shareholders’ equity			111,606								104,076
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	1,445,318							$	1,396,748
Interest rate spread								2.82								2.41
Net interest income/net interest margin (non-GAAP)						42,338		3.15	%					36,074		2.81	%
Tax-equivalent adjustment						(75)								(26)
Net interest income (GAAP)					$	42,263							$	36,048

Net interest income may also be analyzed by segregating the volume and rate components of interest income and interest expense. The table below sets forth an analysis of volume and rate changes in net interest income on a tax-equivalent basis. For purposes of this table, changes in interest income and interest expense are allocated to volume and rate categories based upon the respective percentage changes in average balances and average rates. Changes in net interest income that could not be specifically identified as either a rate or volume change were allocated proportionately to changes in volume and changes in rate.

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		2025 vs. 2024									2024 vs. 2023
		INCREASE (DECREASE)									INCREASE (DECREASE)
		DUE TO CHANGE IN:									DUE TO CHANGE IN:
		AVERAGE									AVERAGE
		VOLUME			RATE			TOTAL			VOLUME			RATE			TOTAL

		(IN THOUSANDS)
INTEREST EARNED ON:
Loans and loans held for sale, net of unearned income		$	1,556		$	1,869		$	3,425		$	2,163		$	2,979		$	5,142
Short-term investments and bank deposits			680			(104)			576			(5)			4			(1)
Investment securities:
Available for sale			(40)			463			423			(472)			622			150
Held to maturity			55			250			305			142			223			365
Total investment securities			15			713			728			(330)			845			515
Trading securities			169			—			169			—			—			—
Total interest income			2,420			2,478			4,898			1,828			3,828			5,656
INTEREST PAID ON:
Interest bearing demand deposits			440			(304)			136			1			187			188
Savings deposits			2			—			2			(7)			—			(7)
Money market deposits			272			(1,317)			(1,045)			282			962			1,244
Time deposits			1,303			(373)			930			776			2,233			3,009
Short-term borrowings			(1,104)			(212)			(1,316)			(438)			76			(362)
Advances from Federal Home Loan Bank			(70)			5			(65)			1,228			306			1,534
Lease liabilities			(7)			(1)			(8)			30			(19)			11
Total interest expense			836			(2,202)			(1,366)			1,872			3,745			5,617
Change in net interest income		$	1,584		$	4,680		$	6,264		$	(44)		$	83		$	39

LOAN QUALITY. The Company’s written lending policies require underwriting, loan documentation, and credit analysis standards to be met prior to funding any loan. After the loan has been approved and funded, continued periodic credit review is required. At a minimum, credit reviews are mandatory for all commercial and commercial mortgage loan relationships with aggregate balances in excess of $1,000,000 within a 12-month period. The Company’s commercial relationship managers are responsible for the timely and accurate risk rating of the loans in their portfolios at origination and on an ongoing basis. Risk ratings are assigned by the account officer but require independent review and rating concurrence from the Company’s internal Loan Review Department.

In addition to loan monitoring by the account officer and Loan Review Department, the Company also requires presentation of all credits rated pass-6 with aggregate balances greater than $2,000,000, all credits rated special mention or substandard with aggregate balances greater than $250,000, and all credits rated doubtful with aggregate balances greater than $100,000 on an individual basis to the Company’s Loan Loss Reserve Committee on a quarterly basis. Additionally, the Asset Quality Task Force, which is a group comprised of senior level personnel, meets monthly to monitor the status of problem loans.


		AT DECEMBER 31,
		2025			2024

		(IN THOUSANDS,
		EXCEPT PERCENTAGES)
Total accruing loan delinquency		$	2,329		$	4,475
Total non-accrual loans			8,292			10,810
Total non-performing loans (1)			8,302			10,933
Accruing loan delinquency, as a percentage of total loans, net of unearned income			0.23	%		0.42	%
Non-accrual loans, as a percentage of total loans, net of unearned income			0.80			1.01
Non-performing loans, as a percentage of total loans, net of unearned income (1)			0.80			1.02
Non-performing loans, as a percentage of total assets (1)			0.57			0.77
Total classified loans (loans rated substandard or doubtful) (2)		$	11,305		$	23,552

(1)	Non-performing loans are comprised of loans that are on a non-accrual basis and loans that are contractually past due 90 days or more as to interest and principal payments.

(2)	Total classified loans include non-performing residential mortgage and consumer loans.

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The decrease in accruing loan delinquency since year-end 2024 was attributable to a lower level of delinquency within the commercial, commercial real estate, and consumer loan segments which was partially offset by a modest increase in residential mortgage loan delinquency. Specifically, two delinquent loans from one commercial borrower relationship were transferred to non-accrual status during 2025 which significantly contributed to the decrease in accruing loan delinquency. Non-performing loans decreased from $10.9 million, or 1.02% of total loans, at December 31, 2024 to $8.3 million, or 0.80% of total loans, at December 31, 2025. The decrease in non-performing loans was due primarily to the transfer of two CRE loans and three C&I loans from one borrower relationship into non-accrual status which was more than offset by the pay-off and final charge-off of a CRE loan secured by a mixed use commercial real estate property. Classified loans decreased $12.2 million, or 52.0%, from December 31, 2024 and totaled $11.3 million at December 31, 2025. Various charge-off and paydown activity impacted classified loan balances during 2025 including the aforementioned pay-off and final charge-off of a CRE loan.

We also continue to closely monitor the loan portfolio given the number of relatively large-sized commercial and commercial real estate loans within the portfolio. As of December 31, 2025, the 25 largest credits represented 24.6% of total loans outstanding, which represented a slight increase from December 31, 2024 when it was 24.0%.

ALLOWANCE AND PROVISION FOR CREDIT LOSSES. ASC 326, Financial Instruments - Credit Losses, requires the Company to measure the current expected credit losses (CECL) on financial assets measured at amortized cost, including loans and held to maturity (HTM) securities, and off-balance sheet credit exposures such as unfunded commitments. In addition, ASC 326 requires credit losses on available for sale (AFS) debt securities to be presented as an allowance rather than as a write-down when management does not intend to sell or believes that it is not more likely than not they will be required to sell the security. The Company believes this is a critical accounting policy since it involves significant estimates and judgments.

The following table sets forth the allowance for credit losses and certain ratios for the periods ended.


	AT DECEMBER 31,
	2025			2024

	(IN THOUSANDS, EXCEPT PERCENTAGES)
Allowance for credit losses - loans	$	13,128		$	13,912
Allowance for credit losses - loans as a percentage of each of the following:
total loans, net of unearned income		1.27	%		1.30	%
total non-accrual loans		158.32			128.70
total non-performing loans		158.13			127.25
Allowance for credit losses - securities	$	90		$	449
Allowance for credit losses - unfunded loan commitments		337			966

For the full year of 2025, the Company recognized a $4.1 million provision for credit losses after recognizing an $884,000 provision in 2024, resulting in an unfavorable increase of $3.2 million. The significant increase in the provision for credit losses for 2025 primarily related to a $3.1 million charge-off during the year that was necessary to resolve the Company’s largest problem CRE loan.

The allowance for loan credit losses declined since December 31, 2024 by $784,000, or 5.6%, to $13.1 million at December 31, 2025. Overall, the Company continued to maintain solid coverage of both total loans and non-performing loans as the allowance for loan credit losses provided 158% coverage of non-performing loans and 1.27% of total loans at December 31, 2025. This compares to allowance coverage of non-performing loans of 127% and total loans of 1.30% as of December 31, 2024.

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The following table sets forth changes specific to the allowance for loan credit losses and certain ratios for the periods ended.


	YEAR ENDED DECEMBER 31,
	2025			2024

	(IN THOUSANDS, EXCEPT RATIOS AND PERCENTAGES)
Loans and loans held for sale, net of unearned income:
Average for the year:
Commercial real estate (owner occupied)	$	87,747		$	84,705
Commercial and industrial		142,844			147,358
Commercial real estate (non-owner occupied) - retail		178,628			172,347
Commercial real estate (non-owner occupied) - multi-family		129,910			119,860
Other commercial real estate (non-owner occupied)		232,296			235,125
Residential mortgages		173,284			178,582
Consumer		110,340			105,692
Total loans and loans held for sale, net of unearned income		1,061,417			1,037,734
At December 31,		1,032,968			1,068,409
As a percentage of average loans:
Net charge-offs (recoveries):
Commercial real estate (owner occupied)		(0.03)	%		(0.03)	%
Commercial and industrial		1.20			0.26
Commercial real estate (non-owner occupied) - retail		—			—
Commercial real estate (non-owner occupied) - multi-family		—			—
Other commercial real estate (non-owner occupied)		1.35			0.66
Residential mortgages		—			(0.01)
Consumer		0.07			0.12
Total loans and loans held for sale, net of unearned income		0.46			0.19
Provision for credit losses		0.39			0.08
Allowance, as a multiple of net charge-offs		2.68x			6.88x

The following schedule sets forth the allocation of the allowance for loan credit losses among the various loan categories. The entire allowance for loan credit losses is available to absorb future losses in any loan category.


		AT DECEMBER 31,
		2025					2024
					PERCENT					PERCENT
					OF LOANS					OF LOANS
					IN EACH					IN EACH
					CATEGORY					CATEGORY
					TO TOTAL					TO TOTAL
		AMOUNT			LOANS		AMOUNT			LOANS

		(IN THOUSANDS, EXCEPT PERCENTAGES)
Commercial real estate (owner occupied)		$	319		8.3	%	$	398		8.1	%
Commercial and industrial			2,987		14.0			2,860		13.8
Commercial (owner occupied real estate and other)			—		—			—		—
Commercial real estate (non-owner occupied) - retail			3,248		16.6			3,695		17.0
Commercial real estate (non-owner occupied) - multi-family			1,403		12.7			1,478		12.4
Other commercial real estate (non-owner occupied)			3,725		21.1			3,451		21.9
Residential mortgages			296		16.4			839		16.6
Consumer			1,150		10.9			1,191		10.2
Allocation to general risk			—		—			—		—
Total		$	13,128		100.0	%	$	13,912		100.0	%

The disproportionately higher allocations for commercial loans, including commercial loans secured by owner occupied real estate and commercial & industrial loans, and commercial loans secured by non-owner occupied real estate, reflect the increased credit risk associated with those types of lending, the Company’s historical loss experience in these categories, and other qualitative factors.

The allowance for credit losses on the investment securities portfolio was comprised of no reserve on available for sale securities and $90,000 on held to maturity securities as of December 31, 2025. This compares to $360,000 on available for sale securities and $89,000 on held to maturity securities as of December 31, 2024. The decrease reflects the charge-off of an impaired corporate security within the available for sale portfolio during 2025 for which a reserve

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was previously established. Finally, the decrease in the allowance for credit losses on unfunded commitments since year-end 2024 resulted primarily from an adjustment to the calculation method for utilization rates used to determine the amount expected to be funded.

Based on the Company’s current allowance for credit losses methodology and the related assessment of the inherent risk factors contained within the Company’s investment securities and loan portfolios, we believe that the allowance for credit losses was adequate at December 31, 2025 to cover losses within the Company’s investment securities and loan portfolios.

NON-INTEREST INCOME. Non-interest income for 2025 totaled $17.0 million, a decrease of $986,000, or 5.5%, from 2024. Factors contributing to the lower level of non-interest income in 2025 included:

●

wealth management fees decreased by $758,000, or 6.2%, which is attributed to the volatility and uncertainty that existed in the financial markets due to government fiscal policy, particularly earlier in 2025, coupled with a net loss of accounts in the first half of the year. Additionally, financial services within the Wealth and Capital Management division, benefited from several large new business relationships in 2024. Overall, the fair market value of wealth management assets totaled $2.7 billion at December 31, 2025 and increased by $122.5 million, or 4.8%, since December 31, 2024;

●

a $400,000, or 12.9%, decrease in other income due to the Company recognizing a $250,000 signing bonus from the renewal of a contract with Visa during the first quarter of 2024 while there was no such bonus in 2025. The remaining portion of the decrease resulted from the Company recognizing a more favorable adjustment in 2024 for the fair value of a risk participation agreement as well as the credit valuation adjustment to the market value of interest rate swap contracts;

●

a $217,000, or 20.3%, increase in bank owned life insurance (BOLI) revenue resulting from the Company receiving three death claims during 2025;

●

a $120,000, or 39.5%, decrease in mortgage banking revenue due to a lower level of residential mortgage loan production in 2025; and

●

the Company recognized trading securities revenue of $118,000 during 2025 from the $7 million trading account established during the year.

Non-interest income for 2024 totaled $18.0 million, an increase of $1.6 million, or 9.7%, from 2023. Factors contributing to the higher level of non-interest income in 2024 included:

●

during the first quarter of 2023, the Company recognized a $1.7 million gain from AmeriServ Financial Bank selling all 7,859 shares of Class B common stock of Visa Inc. There was no such gain in 2024;

●

a $1.3 million, or 73.4%, increase in other income due to the necessary adjustments to the fair value of a risk participation agreement as well as the credit valuation adjustment to the market value of the interest rate swap contracts that the Company executed to accommodate the needs of certain borrowers while managing its interest rate risk position. These adjustments reflected the changing national interest rates which favorably impacted 2024 by $866,000. Also favorably impacting other income was the Company recognizing a $250,000 signing bonus in 2024 that resulted from successful negotiations related to the renewal of an expiring contract with Visa;

●

wealth management fees improved by $1.1 million, or 9.3%, due in part to a strong performance from financial services within our Wealth and Capital Management division, that resulted from new business growth. Also, the increase in wealth management fees reflected the improving market conditions particularly for equity securities as major market indexes continued their ascent to record highs in 2024. Overall, the fair market value of wealth management assets totaled $2.6 billion at December 31, 2024; and

●

the Company recognized a $922,000 loss on an investment portfolio repositioning strategy during 2023. There were no investment security gains or losses recognized in 2024.

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NON-INTEREST EXPENSE. Non-interest expense for 2025 totaled $48.3 million and decreased by $404,000, or 0.8%, from 2024. Factors contributing to the lower non-interest expense in 2025 included:

●

a $1.0 million, or 21.5%, decrease in professional fees as 2024 legal and professional services costs were unfavorably impacted by litigation and responses to the actions of an activist investor. This matter was resolved in June 2024 as a result of a Settlement Agreement. Partially offsetting this reduction was additional expense related to an amended and restated consulting agreement with SB Value Partners that expanded the nature and scope of the consulting services provided to the Company. Details of the revised agreement were provided in the Company’s Current Report on Form 8-K filed on January 7, 2026;

●

a $552,000, or 1.9%, increase in salaries and employee benefits due to the net impact of certain items within this broad category. Health care costs were $355,000, or 10.6%, higher as the Company did not have to recognize any premium costs in January 2024 due to the effective negotiations with its health care provider last year. Total salaries cost increased by $668,000, or 3.3%, due primarily to annual salary merit increases. Partially offsetting these higher costs within total salaries and employee benefits was a reduced level of incentive compensation by $405,000, or 27.6%, in the wealth management as well as the commercial and residential lending divisions;

●

a $236,000, or 7.3%, decrease in other expense driven primarily by the Company having to recognize a $471,000 pension settlement charge in 2024 while no such charge was required in 2025. Partially offsetting this decrease was the recognition of additional workout expenses related to a loan relationship secured by an owner-occupied CRE property; and

●

a $138,000, or 2.9%, increase in data processing and IT expense due to additional expenses related to monitoring our computing and network environment.

Non-interest expense for 2024 totaled $48.7 million and decreased by $628,000, or 1.3%, from 2023. Factors contributing to the lower non-interest expense in 2024 included:

●

a $1.2 million, or 4.2%, decrease in salaries and employee benefits due to the net favorable impact of certain items within this broad category. Total salaries cost was down by $847,000, or 4.0%, after the Company incurred additional salary expense in 2023 related to a strategy to consolidate certain executive level positions in the wealth management line of business. Total health care cost was $516,000, or 13.4%, lower and reflected management’s effective negotiations with the Company’s health care provider that resulted in not having to recognize any premium costs in January 2024. These favorable items were partially offset by an increased level of incentive compensation by $294,000, or 25.1%, which corresponded to the strong performance of the Wealth and Capital Management division;

●

a $533,000, or 10.0%, decrease in professional fees. Professional fees in both 2024 and 2023 were impacted by litigation and responses to the actions of an activist shareholder. These activist related costs amounted to $1.5 million for 2024 compared to $2.2 million for 2023 as a Cooperation and Settlement Agreement was reached with the activist shareholder in June 2024;

●

a $479,000, or 17.3%, increase in other expense due primarily to the recognition of a pension settlement charge totaling $471,000 in 2024. A settlement charge must be recognized when the total dollar amount of lump sum distributions paid from the pension plan to retired employees exceeds a threshold of expected annual service and interest costs in the current year;

●

a $385,000, or 8.7%, increase in data processing and IT expense due to additional expenses related to monitoring our computing and network environment; and

●

a $306,000, or 42.8%, increase in FDIC insurance due to an increase in both the asset assessment base as well as the assessment rate.

INCOME TAX EXPENSE. The Company recorded income tax expense of $1.2 million, or an effective tax rate of 17.4%, in 2025 compared to income tax expense of $798,000, or an effective tax rate of 18.1%, in 2024. The lower effective tax rate in 2025 resulted from the additional tax-free income from BOLI. The Company’s deferred tax liability was $1.6 million at December 31, 2025 compared to a deferred tax asset of $1.4 million at December 31, 2024, resulting

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primarily from the change in the allowance for credit losses, the fair value of the available for sale investment securities portfolio, and the pension liability.

SEGMENT REPORTING. The chief operating decision maker of the Company is our President and Chief Executive Officer (CEO). The CEO has authority over all divisions within the Company. While the CEO monitors the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Additionally, the Company’s Board of Directors evaluates performance on a macro level basis and reviews financial reports that describe the consolidated operating performance of all the divisions of the Company. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.

BALANCE SHEET. The Company’s total consolidated assets of $1.454 billion at December 31, 2025 increased by $31.5 million, or 2.2%, from the $1.422 billion level at December 31, 2024. This change was related primarily to higher levels of cash and cash equivalents and investment securities which were partially offset by reduced levels of loans and loans held for sale and other real estate owned (OREO) and repossessed assets. Investment securities, including available for sale, held to maturity, and trading, increased by $36.3 million, or 16.5%, as the Company’s liquidity position strengthened during 2025 allowing more funds to be available to invest in the securities portfolio. Further, during the second quarter of 2025, the Company established an investment trading account which holds primarily U.S. Treasury and municipal (taxable and tax-exempt) securities. The increased liquidity also resulted in cash and cash equivalents increasing by $33.1 million, or 186.8%. Loans and loans held for sale decreased by $35.4 million, or 3.3%, due to payoff activity exceeding new loan originations. OREO and repossessed assets decreased $1.5 million, or 87.5%, due primarily to the sale of a foreclosed office property during the first quarter of 2025.

Total deposits increased by $47.1 million, or 3.9%, during 2025. Management believes this demonstrates customer confidence as well as the strength and loyalty of the Company’s core deposit base along with successful business development efforts. As of December 31, 2025, the 25 largest depositors represented 28.5% of total deposits, which is an increase from December 31, 2024 when it was 27.6%. As of December 31, 2025 and 2024, the estimated amount of uninsured deposits was $476.2 million and $435.7 million, respectively. The estimate of uninsured deposits was done at a single account level and does not take into account total customer balances in the Bank. It should be noted that approximately 60% of these uninsured deposits relate to public funds from municipalities, government entities, and school districts which by law are required to be collateralized with investment securities or FHLB letters of credit to protect these depositor funds. Total short-term and FHLB borrowings were reduced by $26.1 million, or 36.9%, since year-end 2024 as a result of the higher level of deposits. Specifically, short-term borrowings decreased $14.6 million, while FHLB term advances decreased $11.4 million, or 20.4%, in 2025.

The Company’s total shareholders’ equity increased by $12.1 million, or 11.2%, since year-end 2024. Capital was increased during 2025 by the Company’s $5.6 million of net income and the positive impact on accumulated other comprehensive loss from the revaluation of the pension obligation totaling $2.2 million, the increased market value of the available for sale investment securities portfolio totaling $5.5 million, and the fair value adjustment on the interest rate hedges totaling $41,000. In addition, capital was increased by $691,000 as a result of the common stock issuable under the amended and restated consulting agreement with SB Value Partners (as disclosed in the Company’s Current Report on Form 8-K filed on January 6, 2026). These increases were partially offset by the $2.0 million common stock cash dividend. The Company returned approximately 35.3% of its 2025 earnings to its shareholders through the quarterly common stock cash dividend.

The Bank continues to be considered well capitalized for regulatory purposes with a total risk based capital ratio of 12.88% and an asset leverage ratio of 9.32% at December 31, 2025. The Company’s book value per common share was $7.22 while its tangible book value⁽¹⁾ per common share was $6.39 at December 31, 2025. The increase in the Company’s book value and tangible book value per share in 2025 reflected the favorable adjustment for both the unrealized loss on available for sale securities and the Company’s defined benefit pension plan along with the Company’s improved earnings. In addition, the Company’s equity to assets ratio was 8.21% and its tangible common equity to tangible assets ratio⁽¹⁾ was 7.34% at December 31, 2025.

⁽¹⁾ Non-GAAP financial information, see “Reconciliation of Non-GAAP Financial Measures” later in this MD&A.

LIQUIDITY. The Company’s liquidity position strengthened during 2025 due to a higher level of loan prepayment activity as well as deposit growth. Specifically, total average deposits for the full year of 2025 were $67.3 million, or 5.8%, higher compared to the 2024 full year average. The increase was reflective of the Company’s successful business

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development efforts. The Company’s core deposit base continued to demonstrate the strength and stability that it has for many years. Total deposits grew during 2025 by $47.1 million, or 3.9%, on an end of period basis since December 31, 2024, demonstrating customer loyalty and confidence in AmeriServ Financial Bank. The Company does not utilize brokered deposits as a funding source. In addition to its strong, loyal core deposit base, the Company has several other sources of liquidity, including a significant unused borrowing capacity at the Federal Home Loan Bank (FHLB), overnight lines of credit at correspondent banks and access to the Federal Reserve Discount Window. Overall, the core deposit base is adequate to fund the Company’s operations. Cash flow from maturities, prepayments and amortization of securities can also be used to help fund loan growth.

Further demonstrating the strength of the Company’s liquidity position, average short-term investments grew during 2025 compared to last year, increasing by $14.7 million, or 381.9%. Advances from the FHLB averaged $50.0 million in 2025 which was $1.6 million, or 3.0%, lower than the $51.6 million average in 2024. Management continues to monitor the changing economic conditions and adjust pricing strategies accordingly which largely determines customer behavior and the level of total deposits as well as shifts within the total deposit mix. Also, diligent monitoring and management of our short-term investment position and our level of overnight borrowed funds remains a priority. Given the high cost of overnight borrowed funds, management has been effectively controlling the usage of this funding source. The Company’s utilization of overnight borrowed funds during 2025 was lower than the 2024 level. Short-term borrowings averaged $5.6 million in 2025 after averaging $28.0 million in 2024. Loan growth and prudent investment in securities are critical to achieve the best return on the normal level of earning asset cash flow that occurs each month. Due to the Company’s strengthened liquidity position, more funds were available to invest in the securities portfolio during a time when security yields improved, making purchases in 2025 more attractive. In addition, loan pipelines are currently at a typical level. Total average loans in 2025 were higher than the 2024 average by $23.7 million, or 2.3%. We strive to operate our loan to deposit ratio in a range of 80% to 100%. The Company’s loan to deposit ratio averaged 85.9% in 2025, which indicates that the Company has ample capacity to grow its loan portfolio and is well positioned to support its customers and community during times of economic volatility. We are also well positioned to service our existing loan pipeline and grow our loan to deposit ratio while remaining within our guideline parameters.

Liquidity can also be analyzed by utilizing the Consolidated Statements of Cash Flows. Cash and cash equivalents increased by $33.1 million from December 31, 2024 to $50.9 million at December 31, 2025, due to $18.9 million of net cash provided by financing activities, $11.1 million of net cash provided by investing activities, and $3.2 million of net cash provided by operating activities. Within investing activities, cash advanced for new loans originated totaled $146.0 million while cash received from loan principal payments was $176.5 million leading to a net decrease in loans of $30.5 million. Within financing activities, total short-term borrowings decreased by $14.6 million, total borrowings on advances from FHLB decreased by $11.4 million while total deposits increased by $47.1 million.

The holding company had $5.4 million of cash, short-term investments, and investment securities at December 31, 2025, which represented a $1.4 million decrease from the holding company’s cash position since December 31, 2024. Dividend payments from our subsidiary provided ongoing cash to the holding company. At December 31, 2025, our subsidiary Bank had $4.3 million of cash available for immediate dividends to the holding company under applicable regulatory formulas. Additionally, during 2025, the holding company established a $3 million line of credit with an unrelated financial institution which can be used for general corporate purposes. There were no borrowings under the line at December 31, 2025. Overall, we believe that the holding company has sufficient liquidity to meet its subordinated debt interest payments and its dividend payout level with respect to its common stock.

Financial institutions must maintain liquidity to meet day-to-day requirements of depositors and borrowers, take advantage of market opportunities, and provide a cushion against unforeseen needs. Liquidity needs can be met by either reducing assets or increasing liabilities. Sources of asset liquidity are provided by short-term investments, interest bearing deposits with banks, and federal funds sold. These assets totaled $50.9 million and $17.7 million at December 31, 2025 and 2024, respectively. Maturing and repaying loans, as well as the monthly cash flow associated with mortgage-backed securities and security maturities are other significant sources of asset liquidity for the Company.

Liability liquidity can be met by attracting deposits with competitive rates, using repurchase agreements, buying federal funds, or utilizing the facilities of the Federal Reserve or the FHLB systems. The Company utilizes a variety of these methods of liability liquidity. Additionally, the Company’s subsidiary bank is a member of the FHLB, which provides the opportunity to obtain short-term to longer-term advances based upon the Company’s investment in certain residential mortgage, commercial real estate, and commercial and industrial loans. At December 31, 2025, the Company had $311 million of overnight borrowing availability at the FHLB, $41 million of short-term borrowing availability at

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the Federal Reserve Bank and $35 million of unsecured federal funds lines with correspondent banks. The Company believes it has ample liquidity available to fund outstanding loan commitments if they were fully drawn upon.

CAPITAL RESOURCES. The Bank exceeds all regulatory capital ratios for each of the periods presented and is considered well capitalized. The Bank’s common equity tier 1 capital ratio was 11.70%, the tier 1 capital ratio was 11.70%, and the total capital ratio was 12.88% at December 31, 2025. The Bank’s tier 1 leverage ratio was 9.32% at December 31, 2025. We anticipate that we will maintain our strong capital ratios throughout 2026.

Capital generated from earnings will be utilized to pay the common stock cash dividend and will support controlled balance sheet growth. There is a particular emphasis on ensuring that the subsidiary bank has appropriate levels of capital to support its non-owner occupied commercial real estate loan concentration, which stood at 352% of regulatory capital at December 31, 2025. It should be noted that this ratio decreased from 379% at December 31, 2024 due to contraction in non-owner occupied commercial real estate loan balances combined with an increase in total regulatory capital between years.

Our focus is on preserving capital to support customer lending and allow the Company to take advantage of business opportunities as they arise. The Company’s Board of Directors expects to continue the common stock dividend at its current level of $0.03 per quarter given the Company’s strong capital position and projected earnings power. While the Company has frequently executed common stock buyback programs in the past, we presently do not have one in place. At December 31, 2025, the Company had approximately 16.5 million common shares outstanding.

The Basel III capital standards establish the minimum capital levels in addition to the well capitalized requirements under the federal banking regulations prompt corrective action. The capital rules also impose a 2.5% capital conservation buffer (CCB) on top of the three minimum risk-weighted asset ratios. Banking institutions that fail to meet the effective minimum ratios once the CCB is taken into account will be subject to constraints on capital distributions, including dividends and share repurchases, and certain discretionary executive compensation. The severity of the constraints depends on the amount of the shortfall and the institution’s “eligible retained income” (four quarter trailing net income, net of distributions and tax effects not reflected in net income). The Company and the Bank meet all capital requirements, including the CCB, and continue to be committed to maintaining strong capital levels that exceed regulatory requirements while also supporting balance sheet growth and providing a return to our shareholders.

Under the Basel III capital standards, the minimum capital ratios are:


			MINIMUM CAPITAL RATIO
	MINIMUM		PLUS CAPITAL
	CAPITAL RATIO		CONSERVATION BUFFER
Common equity tier 1 capital to risk-weighted assets	4.5	%	7.0	%
Tier 1 capital to risk-weighted assets	6.0		8.5
Total capital to risk-weighted assets	8.0		10.5
Tier 1 capital to total average consolidated assets	4.0		N/A

INTEREST RATE SENSITIVITY. Asset/liability management involves managing the risks associated with changing interest rates and the resulting impact on the Company’s net interest income, net income and capital. The management and measurement of interest rate risk at the Company is performed by using the following tools: (i) simulation modeling, which analyzes the impact of interest rate changes on net interest income, net income and capital levels over specific future time periods. The simulation modeling forecasts earnings under a variety of scenarios that incorporate changes in the absolute level of interest rates, the shape of the yield curve, prepayments and changes in the volumes and rates of various loan and deposit categories. The simulation modeling incorporates assumptions about reinvestment and the repricing characteristics of certain assets and liabilities without stated contractual maturities; (ii) market value of portfolio equity sensitivity analysis; and (iii) static GAP analysis, which analyzes the extent to which interest rate sensitive assets and interest rate sensitive liabilities are matched at specific points in time. The overall interest rate risk position and strategies are reviewed by senior management and the Company’s Board of Directors on an ongoing basis.

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The following table presents a summary of the Company’s static GAP positions at December 31, 2025:

OVER

3 MONTHS

6 MONTHS

3 MONTHS OR

THROUGH

OVER

INTEREST SENSITIVITY PERIOD

LESS

6 MONTHS

1 YEAR

TOTAL

(IN THOUSANDS, EXCEPT RATIOS AND PERCENTAGES)

RATE SENSITIVE ASSETS:

Loans and loans held for sale

306,533

96,620

115,154

514,661

1,032,968

Investment securities

27,110

14,964

26,292

180,208

248,574

Trading securities

3,401

—

3,852

7,253

Short-term assets

39,418

—

39,418

Regulatory stock

—

5,946

Bank owned life insurance

—

39,308

Total rate sensitive assets

376,462

111,584

141,446

743,975

1,373,467

RATE SENSITIVE LIABILITIES:

Deposits:

Non-interest bearing demand deposits

—

159,198

Interest bearing demand deposits

167,504

1,274

2,512

150,865

322,155

Savings

1,488

1,462

2,849

117,276

123,075

Money market

89,216

2,144

4,072

170,521

265,953

Time deposits (1)

181,775

60,008

60,944

75,020

377,747

Total deposits

439,983

64,888

70,377

672,880

1,248,128

Borrowings

3,815

4,796

36,539

30,159

75,309

Total rate sensitive liabilities

443,798

69,684

106,916

703,039

1,323,437

INTEREST SENSITIVITY GAP:

Interval

(67,336)

41,900

34,530

40,936

Cumulative

(67,336)

(25,436)

9,094

50,030

Period GAP ratio

0.85X

1.60X

1.32X

1.06X

Cumulative GAP ratio

0.85

0.95

1.01

1.04

Ratio of cumulative GAP to total assets

(4.63)

(1.75)

0.63

3.44

(1)	Time deposits include certificates of deposit (CDs) and individual retirement accounts (IRAs).

When December 31, 2025 is compared to December 31, 2024, the Company’s cumulative GAP ratio through three months indicates that the Company’s balance sheet remained liability sensitive and demonstrated a slight decrease in the level of sensitivity. This liability sensitivity primarily resulted from a substantial increase in the level of interest bearing deposits which was tempered by a decrease in short-term borrowings and an increase in total rate sensitive assets. Specifically, the Company experienced a higher level of money market accounts and time deposits which more than offset a decline in the level of interest bearing demand deposits. In addition, the strengthening of the Company’s liquidity position during 2025 led to an increase in total rate sensitive assets as well as a decrease in short-term borrowings of $14.6 million from the prior year. The Company’s interest rate sensitivity position shifts from being liability sensitive to an asset sensitive position over three months and beyond as more of its rate sensitive assets begin to reprice. In particular, a portion of commercial real estate loans that were booked during the COVID pandemic when interest rates were significantly lower are repricing.

Management places primary emphasis on simulation modeling to manage and measure interest rate risk. The Company’s Asset/Liability Management Policy seeks to limit net interest income variability over the first twelve months of the forecast period to -5.0% and -7.5%, which include interest rate movements of 100 and 200 basis points, respectively. Additionally, the Company also uses market value sensitivity measures to further evaluate the balance sheet exposure to changes in interest rates. The Company monitors the trends in market value of portfolio equity sensitivity analysis on a quarterly basis.

The following table presents an analysis of the sensitivity inherent in the Company’s net interest income and market value of portfolio equity. The interest rate scenarios in the table compare the Company’s base forecast, which was prepared using a flat interest rate scenario, to scenarios that reflect immediate interest rate changes of 100 and 200 basis

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points. Each rate scenario contains unique prepayment and repricing assumptions that are applied to the Company’s existing balance sheet that was developed under the flat interest rate scenario.


INTEREST RATE SCENARIO		VARIABILITY OF NET INTEREST INCOME		CHANGE IN MARKET VALUE OF PORTFOLIO EQUITY
200 bp increase		(1.2)	%	8.6	%
100 bp increase		(0.5)		5.0
100 bp decrease		(0.4)		(8.0)
200 bp decrease		(2.3)		(19.9)

The Company believes that its overall interest rate risk position is well controlled. The execution of $70 million of interest rate hedges during 2023, in order to fix the cost of certain deposits that are indexed and move with short-term interest rates, reduced the Company’s negative variability of net interest income in a rising interest rate environment and helped slow net interest margin compression while interest rates were rising. The fed funds rate is currently at a targeted range of 3.50% to 3.75% as the Federal Reserve took action during the third and fourth quarters of 2025 to ease monetary policy and decrease the target fed funds rate a total of 75-basis points.

The variability of net interest income was slightly negative in the upward rate scenarios as the Company was marginally more exposed to liabilities repricing upward to a greater extent than assets. Specifically, the cost of funds was immediately impacted when short-term national interest rates increased because certain deposit products and overnight borrowed funds move with the market. This was partially offset by the Company’s investment securities portfolio and the scheduled repricing of loans tied to an index, such as SOFR or prime. In addition to the interest rate hedges discussed above, the Company has effectively utilized interest rate swaps for interest rate risk management purposes. The interest rate swaps allow our customers to lock in fixed interest rates while the Company retains the benefit of interest rates moving with the market. Regarding interest bearing liabilities, the Company will continue its disciplined approach to price its core deposit accounts in a controlled but competitive manner and control the amount of overnight borrowed funds. The variability of net interest income is negative in the downward rate scenarios at the Company has more exposure to assets repricing downward to a greater extent than liabilities.

The market value of portfolio equity increases in the upward rate shocks due to the improved value of the Company’s core deposit base. Negative variability of market value of portfolio equity occurs in the downward rate shocks due to a reduced value for core deposits.

Within the investment securities portfolio at December 31, 2025, 72.0% of the portfolio was classified as available for sale and 28.0% as held to maturity. The available for sale classification provides management with greater flexibility to manage the securities portfolio to better achieve overall balance sheet rate sensitivity goals and provide liquidity if needed. The mark to market of the available for sale securities does inject more volatility in the book value of equity, but has no impact on regulatory capital. There were 204 available for sale securities that were in an unrealized loss position at December 31, 2025. These unrealized losses were primarily a result of increases in market yields from the time of purchase. Management generally views changes in fair value caused by changes in interest rates as temporary; therefore, no provision for credit losses has been recorded for these securities. Management does not intend to sell these securities and does not believe it will be required to sell these securities before they recover in value or mature. Furthermore, it is the Company’s intent to manage its long-term interest rate risk by continuing to sell a portion of newly originated fixed-rate 30-year mortgage loans into the secondary market (excluding construction and any jumbo loans). The Company sells 15-year fixed-rate mortgage loans into the secondary market as well, depending on market conditions. For the year ended December 31, 2025, 60.5% of all residential mortgage loan production was sold into the secondary market.

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The amount of loans outstanding by category as of December 31, 2025, which are due in (i) one year or less, (ii) more than one year through five years, (iii) more than five years through 15 years, and (iv) over 15 years, are shown in the following table.

MORE

THAN ONE

THAN FIVE

ONE

YEAR

YEARS

YEAR OR

THROUGH

OVER 15

TOTAL

 

LESS

 

FIVE YEARS

 

15 YEARS

YEARS

 

LOANS

AMERISERV FINANCIAL INC /PA/ 10-K