UNION BANKSHARES INC - Quarter Report: 2024 June (Form 10-Q)

Other assets Total assets$ $ Liabilities and Stockholders’ EquityLiabilities Deposits Noninterest bearing$ $ Interest bearing Time Total deposits Borrowed funds Subordinated notes Accrued interest and other liabilities Total liabilities Commitments and Contingencies par value; shares authorized; shares

issued at June 30, 2024 and shares issued at December 31, 2023

Additional paid-in capital Retained earnings

Treasury stock at cost; shares at June 30, 2024

and shares at December 31, 2023

()()Accumulated other comprehensive loss()()Total stockholders' equity Total liabilities and stockholders' equity$ $

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 1

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

Three Months Ended
June 30,

Six Months Ended
June 30,

2024

2023

2024

2023

Interest and dividend income

(Dollars in thousands, except per share data)

Interest and fees on loans

Interest on debt securities:

Taxable

Tax exempt

Dividends

Interest on federal funds sold and overnight deposits

Interest on interest bearing deposits in banks

Total interest and dividend income

Interest expense

Interest on deposits

Interest on borrowed funds

Interest on subordinated notes

Total interest expense

Net interest income

Credit loss expense (benefit), net

()

Net interest income after credit loss expense (benefit)

Noninterest income

Wealth management income

Service fees

Net gains on sales of loans held for sale

Net gains on other investments

Other income

Total noninterest income

Noninterest expenses

Salaries and wages

Employee benefits

Occupancy expense, net

Equipment expense

Other expenses

Total noninterest expenses

Income before provision for income taxes

Provision for income taxes

Net income

Basic earnings per common share

Diluted earnings per common share

Weighted average number of common shares outstanding

Weighted average common and potential common shares for diluted EPS

Dividends per common share

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 2

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)


	Three Months Ended June 30,			Six Months Ended June 30,
	2024	2023		2024	2023
	(Dollars in thousands)
Net income	$	$		$	$
Other comprehensive (loss) income, net of tax:
Investment securities available-for-sale:
Net unrealized holding (losses) gains arising during the period on investment securities available-for-sale	()	()		()






Total other comprehensive (loss) income	()	()		()
Total comprehensive income (loss)	$	$	()	$	$

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 3

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)

Three Month Periods Ended June 30, 2024 and 2023

Common Stock

Accumulated
other
comprehensive loss

Shares,
net of
treasury

Amount

Additional
paid-in
capital

Retained
earnings

Treasury
stock

Total
stockholders’
equity

(Dollars in thousands, except per share data)

Balances March 31, 2024

()

Net income

—

Other comprehensive loss

—

()

Dividend reinvestment plan

—

Cash dividends declared

($ per share)

—

()

—

()

Stock based compensation expense

—

Balances, June 30, 2024

()

Balances March 31, 2023

()

Net income

—

Other comprehensive loss

—

()

Dividend reinvestment plan

—

Cash dividends declared

($ per share)

—

()

—

()

Stock based compensation expense

—

Balances, June 30, 2023

()

Six Month Periods Ended June 30, 2024 and 2023

Common Stock

Accumulated
other
comprehensive loss

Shares,
net of
treasury

Amount

Additional
paid-in
capital

Retained
earnings

Treasury
stock

Total
stockholders’
equity

(Dollars in thousands, except per share data)

Balances, December 31, 2023

()

Net income

—

Other comprehensive loss

—

()

Dividend reinvestment plan

—

Cash dividends declared

($ per share)

—

()

—

()

Stock based compensation expense

—

Balances, June 30, 2024

()

Balances, December 31, 2022

()

Impact of adoption of ASU No.
2016-13

—

Net income

—

Other comprehensive income

—

Dividend reinvestment plan

—

Cash dividends declared

($ per share)

—

()

—

()

Stock based compensation expense

—

Purchase of treasury stock

()

—

()

—

()

Balances, June 30, 2023

()

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 4

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Six Months Ended June 30,
	2024	2023
Cash Flows From Operating Activities	(Dollars in thousands)
Net income	$	$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
Credit loss expense (benefit)		()
Deferred income tax provision
Net amortization of premiums on investment securities
Equity in losses of limited partnerships
Stock based compensation expense
Net increase in unamortized loan costs	()	()
Proceeds from sales of loans held for sale
Origination of loans held for sale	()	()
Net gains on sales of loans held for sale	()	()
Net gains on disposals of premises and equipment	()	()
Net gains on other investments	()	()
Decrease in accrued interest receivable
Amortization of debt issuance costs
Increase in other assets	()	()
Increase in other liabilities
Net cash provided by operating activities
Cash Flows From Investing Activities
Interest bearing deposits in banks
Proceeds from maturities and redemptions
Purchases	()	()
Investment securities available-for-sale
Proceeds from maturities, calls and paydowns
Purchases	()	()
Net purchases of other investments	()	()
Net increase in nonmarketable stock	()	()
Net decrease in loans
Recoveries of loans charged off
Net purchases of premises and equipment	()	()
Proceeds from Company-owned life insurance death benefit
Investments in limited partnerships	()	()
Proceeds from sales of premises and equipment
Net cash provided by investing activities

Union Bankshares, Inc. Page 5


	Six Months Ended June 30,
	2024	2023

Cash Flows From Financing Activities	(Dollars in thousands)
Advances on long-term borrowings
Repayment of long-term borrowings	()
Net increase (decrease) in short-term borrowings outstanding		()
Net decrease in noninterest bearing deposits	()	()
Net decrease in interest bearing deposits	()	()
Net (decrease) increase in time deposits	()
Purchase of treasury stock		()
Dividends paid	()	()
Net cash used in financing activities	()	()
Net decrease in cash and cash equivalents	()	()
Cash and cash equivalents
Beginning of period
End of period	$	$
Supplemental Disclosures of Cash Flow Information
Interest paid	$	$
Income taxes paid	$	$

Supplemental Schedule of Noncash Investing Activities
Investment in limited partnerships acquired by capital contributions payable	$	$
Right-of-use operating lease assets obtained in exchange for operating lease liabilities	$	$

Dividends paid on Common Stock:
Dividends declared	$	$
Dividends reinvested	()	()
	$	$

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 6

UNION BANKSHARES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Note 1.

____________________

(1)Dilutive effect of stock based awards represents the effect of assumed vesting of all outstanding equity compensation awards, which currently consist solely of restricted stock units to be settled in common stock. Unvested awards do not have dividend or dividend equivalent rights.

Note 4.

Union Bankshares, Inc. Page 8

Note 5.

$ $()$ Agency mortgage-backed () State and political subdivisions () Corporate () Total$ $ $()$

December 31, 2023

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Fair
Value

(Dollars in thousands)

U.S. Government-sponsored enterprises

()

Agency mortgage-backed

()

State and political subdivisions

()

Corporate

()

Total

()

There were investment securities HTM at June 30, 2024 or December 31, 2023. Investment securities AFS with fair value of $ million and $ thousand were pledged as collateral for FHLB borrowings and other credit subject to collateralization, public unit deposits or for other purposes as required or permitted by law at June 30, 2024 and December 31, 2023, respectively. Investment securities AFS pledged as collateral for the Discount Window and BTFP borrowings at the FRB consisted of U.S. government-sponsored enterprises and Agency MBS with a fair value of $ million and $ million at June 30, 2024 and December 31, 2023, respectively. The Company utilized BTFP as a source of liquidity during 2023 until the BTFP ceased making new loans in March 2024.

$ Due from one to five years Due from five to ten years Due after ten years Agency mortgage-backed Total debt securities available-for-sale$ $

Actual maturities may differ for certain debt securities that may be called by the issuer prior to the contractual maturity. Actual maturities usually differ from contractual maturities on agency MBS because the mortgages underlying the securities may be prepaid, usually without any penalties. Therefore, these agency MBS are shown separately and are not included in the contractual maturity categories in the above maturity summary.

Union Bankshares, Inc. Page 9

$ $ $ $() $ $()Agency mortgage-backed () () ()State and political
subdivisions () () ()Corporate () ()Total $ $() $ $() $ $()

December 31, 2023

Less Than 12 Months

12 Months and over

Total

Number
of
Securities

Fair
Value

Gross
Unrealized
Losses

Number
of
Securities

Fair
Value

Gross
Unrealized
Losses

Number
of
Securities

Fair
Value

Gross
Unrealized
Losses

(Dollars in thousands)

U.S. Government-
sponsored enterprises

()

Agency mortgage-backed

()

State and political
subdivisions

()

Corporate

()

Total

()

AFS debt securities in unrealized loss positions are evaluated for impairment related to credit losses at least quarterly. For AFS debt securities in an unrealized loss position, management first assesses whether it intends to sell, or it is more likely than not that the Company will be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through earnings. For AFS debt securities that do not meet the above criteria, management evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security and the issuer, among other factors. If this assessment indicates that a credit loss exists, management compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis for the security, a credit loss exists and an ACL is recorded, limited to the amount that the fair value of the security is less than its amortized cost basis. For AFS debt securities, any decline in fair value that has not been recorded through an ACL is recognized in other comprehensive income (loss), net of applicable taxes.

ACL for AFS debt securities was recorded at June 30, 2024 or December 31, 2023. Accrued interest receivable on AFS debt securities totaled $ million and $ million at June 30, 2024 and December 31, 2023, respectively, and is excluded from the estimate of credit losses.

There were no sales of investment securities AFS for the three and six months ended June 30, 2024 and 2023.

) () ) () ) () ()$ $()$

For The Six Months Ended June 30, 2023

Balance,
December 31, 2022

Impact of Adoption of ASU No. 2016-13

Charge-Offs

Recoveries

Credit Loss Expense (Benefit)

Balance,
June 30, 2023

(Dollars in thousands

Non-revolving residential real estate

()

Revolving residential real estate

()

Residential real estate

()

Commercial construction real estate

()

Residential construction real estate

()

Construction real estate

()

Non-residential commercial real estate

()

Multi-family residential real estate

()

Commercial real estate

()

Commercial

()

Consumer

()

Municipal

()

Unallocated

()

Total

()

Union Bankshares, Inc. Page 14

$ $ $ Impact of adoption of ASU No. 2016-13 Credit loss expense (benefit) () Balance at end of period$ $ $ $

Risk and collateral ratings are assigned to loans and are subject to ongoing monitoring by lending and credit personnel, with such ratings updated annually or more frequently if warranted. The following is an overview of the Company's loan rating system:

1-3 Rating - Pass

Risk-rating grades "1" through "3" comprise those loans ranging from those with lower than average credit risk, defined as borrowers with high liquidity, excellent financial condition, strong management, favorable industry trends or loans secured by highly liquid assets, through those with marginal credit risk, defined as borrowers that, while creditworthy, exhibit some characteristics requiring special attention by the account officer.

4-4.5 Rating - Satisfactory/Monitor

Borrowers exhibit potential credit weaknesses or downward trends warranting management's attention. While potentially weak, these borrowers are currently marginally acceptable; no loss of principal or interest is envisioned. When warranted, these credits may be monitored on the watch list.

5-7 Rating - Substandard

Borrowers exhibit well defined weaknesses that jeopardize the orderly liquidation of debt. The loan may be inadequately protected by the net worth and paying capacity of the obligor and/or the underlying collateral is inadequate.

Union Bankshares, Inc. Page 15

$ $ $ $ $ $ $ Satisfactory/Monitor Substandard Non-revolving residential real estate Pass Satisfactory/Monitor Substandard Revolving residential real estate Construction Real EstatePass Satisfactory/Monitor Substandard Commercial construction real estate Pass Satisfactory/Monitor Substandard Residential construction real estate Commercial Real EstatePass Satisfactory/Monitor Substandard Non-residential commercial real estate Pass Satisfactory/Monitor Substandard Multi-family residential real estate Pass Satisfactory/Monitor Substandard Commercial Pass Satisfactory/Monitor Substandard Consumer Pass Satisfactory/Monitor Substandard Municipal Total Loans$ $ $ $ $ $ $ $

Union Bankshares, Inc. Page 16

Gross charge-offs for the three and six months ended June 30, 2024 consisted of a $ thousand consumer loan that was originated in 2021. Gross charge-offs for the three and six months ended June 30, 2023 consisted of a $ thousand consumer loan that was originated in 2022.

Union Bankshares, Inc. Page 17

$ $ $ $ $ Revolving residential real estate Construction real estateCommercial construction real estate Residential construction real estate Commercial real estateNon-residential commercial real estate Multi-family residential real estate Commercial Consumer Municipal Total$ $ $ $ $ $

December 31, 2023

30-59 Days

60-89 Days

90 Days and Over

Total Past Due

Current

Total

(Dollars in thousands)

Residential real estate

Non-revolving residential real estate

Revolving residential real estate

Construction real estate

Commercial construction real estate

Residential construction real estate

Commercial real estate

Non-residential commercial real estate

Multi-family residential real estate

Commercial

Consumer

Municipal

Total

A summary of nonaccrual loans as of June 30, 2024 and December 31, 2023 follows:


June 30, 2024	Nonaccrual	Nonaccrual With No Allowance for Credit Losses	90 Days and Over and Accruing
Residential real estate	(Dollars in thousands)
Non-revolving residential real estate	$	$	$
Revolving residential real estate



Commercial real estate
Non-residential commercial real estate




Total	$	$	$

Union Bankshares, Inc. Page 18

$ $ Revolving residential real estate Commercial real estateNon-residential commercial real estate Total$ $ $

There was non-revolving residential real estate loan totaling $ thousand and revolving residential real estate loan totaling $ thousand in process of foreclosure at June 30, 2024 and revolving residential real estate loan totaling $ thousand in process of foreclosure at December 31, 2023. Aggregate interest on nonaccrual loans not recognized was $ thousand as of June 30, 2024 and $ thousand as of December 31, 2023.

Loans that do not share risk characteristics are evaluated on an individual basis. Loans that are individually evaluated and collateral dependent represent loans that the Company has determined foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the sale of the collateral. For these loans, the ACL is measured based on the difference between the fair value of the collateral and the amortized cost basis of the loan at the measurement date.

Collateral dependent loans are loans for which the repayment is expected to be provided substantially by the underlying collateral and there are no other available and reliable sources of repayment.

Occasionally, the Company modifies loans to borrowers experiencing financial difficulty by providing interest rate reductions, term extensions, payment deferrals or principal forgiveness. When principal forgiveness is provided, the amount of forgiveness is charged off against the ACL on loans.

%$ %

Modification deferred months of principal and interest payments.

Non-residential commercial real estate % %

Modification deferred months of principal and interest payments.

Commercial % %

Modification deferred months of principal and interest payments.

Union Bankshares, Inc. Page 19

%$ %

Reduced weighted average contractual interest rate from % to %

Multi-family residential real estate % %

Reduced weighted average contractual interest rate from % to %

Three Months Ended June 30, 2023

Six Months Ended June 30, 2023

Amortized Cost Basis

% of Loan Class

Amortized Cost Basis

% of Loan Class

Financial Effect

(Dollars in thousands)

Non-residential commercial real estate

Modification allowed for months of interest only payments with remaining balances due at maturity.

The following table presents the performance of loans as of June 30, 2024 that have been modified in the last twelve months:


June 30, 2024	Current	Past Due 30-89 Days	Past Due 90 Days and Over
	(Dollars in thousands)
Non-revolving residential real estate	$	$	$

Non-residential commercial real estate

Commercial

There were loans to borrowers experiencing financial difficulty that were modified within the previous twelve months that had subsequently defaulted during the three and six months ended June 30, 2024. Loans are considered defaulted at 90 days past due.

At June 30, 2024, the Company was not committed to lend any additional funds to borrowers experiencing financial difficulty for which the Company modified the terms of the loans in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension.

Note 8.

shares of the Company’s common stock have been reserved since inception of the Plan for equity awards of incentive stock options, nonqualified stock options, restricted stock and RSUs to eligible officers and (except for awards of incentive stock options) nonemployee directors. Shares available for issuance of awards under the 2014 Equity Plan consist of unissued shares of the Company’s common stock and/or shares held in treasury. As of June 30, 2024, there were outstanding grants of RSUs under the 2014 Equity Plan as noted in the table below.

RSUs. Each outstanding RSU represents the right to receive share of the Company's common stock upon satisfaction of applicable vesting conditions. The general terms of the awards are described in the Company's 2023 Annual Report. Prior to vesting, the RSUs do not earn dividends or dividend equivalents, nor do they bear any voting rights.

Union Bankshares, Inc. Page 20

2023 Award 2024 Award Total

Unrecognized compensation expense related to the unvested RSUs as of June 30, 2024 and 2023 was $ thousand and $ thousand, respectively, and $ thousand as of December 31, 2023.

On May 15, 2024, the Company's board of directors, as a component of total director compensation, granted an aggregate of RSUs to the Company's non-employee directors. Each RSU represents the right to receive share of the Company's common stock upon satisfaction of applicable vesting conditions. The RSUs will vest in May 2025, subject to continued board service through the vesting date, other than in the case of the director's death or disability. Prior to vesting, the RSUs do not earn dividends or dividend equivalents, nor do they bear any voting rights. Unrecognized director compensation expense related to the unvested RSUs as of June 30, 2024 was $ thousand.

shares of the Company’s common stock have been reserved for issuance under the new plan to eligible executives and directors. As of June 30, 2024, no grants had yet been made under the new plan.

Note 9.

million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2031 (the "Notes") to certain qualified institutional buyers and accredited investors. The Notes initially bear interest, payable semi-annually, at the rate of % per annum, until September 1, 2026. From and including September 1, 2026, the interest rate applicable to the outstanding principal amount due will reset quarterly to the then current three-month secured overnight financing rate (SOFR) plus basis points. At its option, the Company may redeem the Notes, in whole or in part, beginning with the interest payment date of September 1, 2026 but not generally prior thereto, and on any scheduled interest payment date thereafter. The Notes qualify as Tier 2 capital instruments for the Company under bank holding company regulatory capital guidelines.

The Company used the proceeds primarily to provide additional Tier 1 capital to the Company's wholly-owned subsidiary, Union Bank, to support its growth and for other general corporate purposes.

The unamortized issuance costs of the Notes were $ thousand and $ thousand at June 30, 2024 and December 31, 2023, respectively. The Company recorded $ thousand and $ thousand of issuance costs in interest expense for the three and six months ended June 30, 2024 and 2023, respectively. The Notes are presented net of unamortized issuance costs in the consolidated balance sheets.

Note 10.

)$()

Union Bankshares, Inc. Page 21

)$ $()$()$ $()Total other comprehensive loss$()$ $()$()$ $()

Six Months Ended

June 30, 2024

June 30, 2023

Before-Tax Amount

Tax Benefit

Net-of-Tax Amount

Before-Tax Amount

Tax Expense

Net-of-Tax Amount

Investment securities AFS:

(Dollars in thousands)

Net unrealized holding (losses) gains arising during the period on investment securities AFS

()

Note 11.

Union Bankshares, Inc. Page 22

$ $ $ Agency mortgage-backed State and political subdivisions Corporate Total debt securities$ $ $ $ Other investments:Mutual funds$ $ $ $ December 31, 2023: Debt securities AFS: U.S. Government-sponsored enterprises$ $ $ $ Agency mortgage-backed State and political subdivisions Corporate Total debt securities$ $ $ $ Other investments:Mutual funds$ $ $ $

There were no transfers in or out of Levels 1 and 2 during the three and six months ended June 30, 2024 or the year ended December 31, 2023, nor were there any Level 3 assets at any time during these periods. Certain other assets and liabilities are measured at fair value on a nonrecurring basis, that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Assets and liabilities measured at fair value on a nonrecurring basis in periods after initial recognition, such as collateral dependent individually evaluated loans, MSRs and OREO, were not considered material at June 30, 2024 or December 31, 2023. The Company has not elected to apply the fair value method to any financial assets or liabilities other than those situations where other accounting pronouncements require fair value measurements.

FASB ASC Topic 825, Financial Instruments, requires disclosure of the estimated fair value of financial instruments. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Management’s estimates and assumptions are inherently subjective and involve uncertainties and matters of significant judgment. Changes in assumptions could dramatically affect the estimated fair values.

Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Certain financial instruments and all nonfinancial instruments may be excluded from disclosure requirements. Thus, the aggregate fair value amounts presented may not necessarily represent the actual underlying fair value of such instruments of the Company.

Union Bankshares, Inc. Page 23

$ $ $ $ Interest bearing deposits in banks Investment securities Loans held for sale Loans, netResidential real estate Construction real estate Commercial real estate Commercial Consumer Municipal Accrued interest receivable Nonmarketable equity securities N/AN/AN/AN/AFinancial liabilitiesDepositsNoninterest bearing$ $ $ $ $ Interest bearing Time Borrowed fundsShort-term Long-term Subordinated notes Accrued interest payable

Union Bankshares, Inc. Page 24

The carrying amounts in the preceding tables are included in the consolidated balance sheets under the applicable captions. Accrued interest receivable and nonmarketable equity securities are included in Other assets in the consolidated balance sheets.

Note 12.

per share, payable August 1, 2024, to stockholders of record on July 27, 2024.

Union Bankshares, Inc. Page 25

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

GENERAL

The following discussion and analysis focuses on those factors that, in management's view, had a material effect on the financial position of the Company as of June 30, 2024 and December 31, 2023, and its results of operations for the three and six months ended June 30, 2024 and 2023. This discussion is being presented to provide a narrative explanation of the consolidated financial statements and should be read in conjunction with the consolidated financial statements and related notes and with other financial data appearing elsewhere in this filing and with the Company's 2023 Annual Report. In the opinion of the Company's management, the interim unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments and disclosures necessary to fairly present the Company's consolidated financial position and results of operations for the interim periods presented. Management is not aware of the occurrence of any events after June 30, 2024 which would materially affect the information presented.

Please refer to Note 1 in the Company's unaudited interim consolidated financial statements at Part I, Item 1 of this Report for definitions of acronyms, abbreviations and capitalized terms used throughout the following discussion and analysis.

CAUTIONARY ADVICE ABOUT FORWARD LOOKING STATEMENTS

The Company, "we," "us," "our," may from time to time make written or oral statements that are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include financial projections, statements of plans and objectives for future operations, estimates of future economic performance or conditions and assumptions relating thereto. The Company may include forward-looking statements in its filings with the SEC, in its reports to stockholders, including this quarterly report, in press releases, other written materials, and in statements made by senior management to analysts, rating agencies, institutional investors, representatives of the media and others.

Forward-looking statements are based on the current assumptions underlying the statements and other information with respect to the beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions of management and the financial condition, results of operations, future performance and business are only expectations of future results. Although the Company believes that the expectations reflected in the Company’s forward-looking statements are reasonable when made, the Company’s actual results could differ materially from those projected in the forward-looking statements as a result of, among other factors, changes in interest rates; competitive pressures from other financial institutions; general economic conditions on a national basis or in the local markets in which the Company operates; downgrades of U.S. government securities; eroding public confidence in the banking system; changes in consumer behavior due to changing political, business and economic conditions, including concerns about inflation, or legislative or regulatory initiatives; changes in the value of securities and other assets in the Company’s investment portfolio; increases in loan and lease default and charge-off rates; the adequacy of the ACL; decreases in deposit levels that necessitate increases in borrowing to fund loans and investments; operational risks to the Company and our vendors, including, but not limited to, cybersecurity incidents, fraud, natural disasters and future pandemics; changes in regulation, war, terrorism, civil unrest; changes in economic assumptions and adverse economic developments; the risk that goodwill and intangibles recorded in the Company’s financial statements will become impaired; changes in assumptions used in making such forward-looking statements; and the other risks and uncertainties detailed in the Company’s 2023 Annual Report.

In addition to the uncertainties detailed in the Company's 2023 Annual Report the banking industry continues to be faced with an inverted yield curve, unrealized securities losses, and higher funding costs.

When evaluating forward-looking statements to make decisions about the Company and our stock, investors and others are cautioned to consider these and other risks and uncertainties, and are reminded not to place undue reliance on such statements. Investors should not consider the foregoing list of factors to be a complete list of risks or uncertainties. Forward-looking statements speak only as of the date they are made and the Company undertakes no obligation to update them to reflect new or changed information or events, except as may be required by federal securities laws.

Non-GAAP Financial Measures

Under SEC Regulation G, public companies making disclosures containing financial measures that are not in accordance with GAAP must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the non-GAAP financial measure. The SEC has exempted from the definition of non-GAAP financial measures certain commonly used financial measures that are not based on GAAP. However, two non-GAAP financial

Union Bankshares, Inc. Page 26

measures commonly used by financial institutions, namely tax-equivalent net interest income and tax-equivalent net interest margin (as presented in the tables in the section labeled Yields Earned and Rates Paid), have not been specifically exempted by the SEC, and may therefore constitute non-GAAP financial measures under Regulation G. We are unable to state with certainty whether the SEC would regard those measures as subject to Regulation G. Management believes that these non-GAAP financial measures are useful in evaluating the Company’s financial performance and facilitate comparisons with the performance of other financial institutions. However, that information should be considered supplemental in nature and not as a substitute for related financial information prepared in accordance with GAAP.

CRITICAL ACCOUNTING POLICIES

The Company has established various accounting policies which govern the application of GAAP in the preparation of the Company's consolidated financial statements. Certain accounting policies involve significant judgments and assumptions by management which have a material impact on the reported amount of assets, liabilities, capital, revenues and expenses and related disclosures of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require management to make its most difficult and subjective judgments, often as a result of the need to make estimates on matters that are inherently uncertain. Based on this definition, management has identified the accounting policies and judgments most critical to the Company. They include establishing the amount of ACL and valuing our intangible assets. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ from estimates and have a material impact on the carrying value of assets, liabilities, or capital, and/or the results of operations of the Company.

Please refer to the Company's 2023 Annual Report on Form 10-K for a more in-depth discussion of the Company's critical accounting policies. There have been no changes to the Company's critical accounting policies since the filing of that report.

OVERVIEW

The Company, like other financial institutions, has experienced earnings pressure due to the prolonged and steep yield curve inversion. The sharp increases in short-term rates during 2022 and 2023 have had a significant impact on the Company's funding costs due to higher rates paid on deposit accounts and increased utilization of wholesale funding at higher costs. Despite these challenges, the Company’s financial position remains strong, supported by a diverse deposit base, a strong liquidity position, excellent asset quality, and regulatory capital in excess of all required levels. The Company continues to focus on gathering deposits, optimization of the net interest margin and maintaining strong asset quality.

The Company's earnings have been impacted by the inverted yield curve, as deposit and funding costs have risen at a faster pace than assets have repriced, which has resulted in compression of the net interest margin and spread. The net interest margin was 2.74% for the six months ended June 30, 2024 compared to 3.05% for the six months ended June 30, 2023, while the net interest spreads for the same periods were 2.29% and 2.72%, respectively. We continue to manage the net interest margin and spread by remaining disciplined on loan and deposit pricing, utilizing FHLB advances and brokered CDs when appropriate to reduce our exposure to high short-term interest rates, and maximizing our balance sheet collateral (i.e. loans and investment securities) to obtain wholesale funding in a cost effective way to fund loan growth.

The State of Vermont suffered a second historical flood from July 10-11, 2024 on the anniversary of the flood that occurred in 2023, followed by another on July 30, 2024. Although the impact in 2024 is less widespread than 2023, many of the towns most severely impacted are located in the communities served by Union Bank. This flooding has devastated many businesses, individuals, and municipalities primarily in the Northeast Kingdom of Vermont. While clean up and recovery have begun and progress is being made, it will take time before many of the affected homes, businesses, and infrastructure are repaired. Union has proactively reached out to customers affected by the flooding to assess the impact to borrowers and provide necessary resources where needed. The Company has not sustained damages to its properties from the 2024 flooding.

Consolidated net income decreased $680 thousand, or 25.2%, to $2.0 million for the second quarter of 2024 compared to $2.7 million for the second quarter of 2023 due to the combined effects of a decrease of $134 thousand in net interest income and increases of $718 thousand in noninterest expenses and $484 thousand in credit loss expense, partially offset by an increase of $282 thousand in noninterest income and a decrease of $374 thousand in income tax expense.

Consolidated net income decreased $1.2 million, or 21.8%, to $4.4 million for the six months ended June 30, 2024 compared to $5.7 million for the six months ended June 30, 2023 due to the combined effects of a decrease in net interest income of $1.1 million and increases in noninterest expenses of $1.2 million and credit loss expense of $180 thousand, partially offset by an increase in noninterest income of $564 thousand and a reduction in income tax expense of $668 thousand.

Union Bankshares, Inc. Page 27

At June 30, 2024, the Company had total consolidated assets of $1.40 billion, including gross loans and loans held for sale (total loans) of $1.01 billion, deposits of $1.05 billion, borrowed funds of $247.1 million, subordinated notes of $16.3 million and stockholders' equity of $64.0 million.

The Company's total capital decreased to $64.0 million at June 30, 2024 from $65.8 million at December 31, 2023. This decrease primarily reflects an increase of $3.3 million in accumulated other comprehensive loss due to a decrease in the fair market value of the Company's AFS investment securities and regular cash dividends declared of $3.3 million, partially offset by net income of $4.4 million for the first six months of 2024. (See Capital Resources on page 43.) These changes also resulted in a decrease in the Company's book value per share to $14.16 at June 30, 2024 from $14.56 at December 31, 2023.

The following unaudited per share information and key ratios depict several measurements of performance or financial condition at or for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended or At June 30,						Six Months Ended or At June 30,
	2024			2023			2024			2023
Return on average assets (1)	0.56		%	0.79		%	0.62		%	0.84		%
Return on average equity (1)	13.29		%	17.98		%	14.21		%	19.40		%
Net interest margin (1)(2)	2.81		%	2.96		%	2.74		%	3.05		%
Efficiency ratio (3)	78.55		%	73.78		%	78.46		%	72.11		%
Net interest spread (4)	2.35		%	2.62		%	2.29		%	2.72		%
Loan to deposit ratio	96.10		%	83.54		%	96.10		%	83.54		%
Net loan charge-offs to average loans not held for sale	—		%	—		%	—		%	—		%
ACL on loans to loans not held for sale	0.69		%	0.72		%	0.69		%	0.72		%
Nonperforming assets to total assets (5)	0.14		%	0.15		%	0.14		%	0.15		%
Equity to assets	4.58		%	4.42		%	4.58		%	4.42		%
Total capital to risk weighted assets	13.15		%	13.48		%	13.15		%	13.48		%
Book value per share	$	14.16		$	13.10		$	14.16		$	13.10
Basic earnings per share	$	0.45		$	0.60		$	0.98		$	1.26
Diluted earnings per share	$	0.45		$	0.60		$	0.98		$	1.26
Dividends paid per share	$	0.36		$	0.36		$	0.72		$	0.72
Dividend payout ratio (6)	80.00		%	60.00		%	73.47		%	57.14		%

__________________

(1)Annualized.

(2)The ratio of tax equivalent net interest income to average earning assets. See pages 30 and 31 for more information.

(3)The ratio of noninterest expenses to tax equivalent net interest income and noninterest income, excluding securities gains (losses).

(4)The difference between the average yield on earning assets and the average rate paid on interest bearing liabilities. See pages 30 and 31 for more information.

(5)Nonperforming assets are loans or investment securities that are in nonaccrual or 90 or more days past due as well as OREO or OAO.

(6)Cash dividends declared and paid per share divided by consolidated net income per share.

RESULTS OF OPERATIONS

Net Interest Income. The largest component of the Company’s operating income is net interest income, which is the difference between interest and dividend income received from earning assets and interest expense paid on interest bearing liabilities. Net interest income is affected by various factors including, but not limited to, changes in interest rates, loan and deposit pricing strategies, funding strategies, the volume and mix of interest earning assets and interest bearing liabilities, and the level of nonperforming assets. Net interest margin is calculated as the net interest income on a fully tax equivalent basis as a percentage of average earning assets.

Interest earned on average earning assets for the three months ended June 30, 2024 was $16.6 million compared to $13.8 million for the three months ended June 30, 2023, an increase of $2.7 million, or 19.9%. The average earning asset base increased $60.6 million between periods and the average yield on average earning assets increased 63 bps to 4.84% for the three months ended June 30, 2024 compared to 4.21% for the three months ended June 30, 2023.

Union Bankshares, Inc. Page 28

The average yield on federal funds sold and overnight deposits increased 34 bps, and interest income increased $84 thousand between the three month comparison periods due to increases in the interest rate paid and the average balance maintained in Union's master account at the FRB. Interest income on investment securities decreased $84 thousand between comparison periods due to a $15.9 million decrease in the average balance of the portfolio and a decrease in the average yield of 5 bps.

Interest income on loans increased $2.7 million between the three month comparison periods due to an increase in the average volume of loans outstanding of $67.9 million and an increase of 74 bps in the average yield. There was a $445 thousand recovery of interest income on loans during the three and six months ended June 30, 2024 related to the payoff of a loan that had previously been in nonaccrual. This accounted for 17 bps of the increase in the average loan yield between the three month comparison periods.

Average interest bearing liabilities increased $84.1 million between the three month comparison periods due to growth in customer time deposit balances, utilization of brokered deposits included in time deposits, and an increase in borrowed funds. The average rate paid on interest bearing liabilities increased 90 bps to 2.49% for the second quarter of 2024 compared to 1.59% for the second quarter of 2023. Interest expense increased $2.9 million, to $7.1 million for the three months ended June 30, 2024 compared to $4.2 million for the three months ended June 30, 2023. Higher rates paid on customer deposit accounts and utilization of higher cost funding of brokered deposits and advances from the FHLB and the FRB were drivers of the increase in interest expense.

The net interest spread decreased 27 bps to 2.35% for the second quarter of 2024, from 2.62% for the same period last year, reflecting the net effect of the 90 bps increase in the average rate paid on interest bearing liabilities, which was only partially offset by the 63 bps increase in the average yield earned on interest earning assets between periods. The net interest margin decreased 15 bps during the second quarter of 2024 compared to the same period last year as a result of the changes discussed above.

Net interest income was $18.5 million, on a fully tax equivalent basis for the six months ended June 30, 2024 compared to $19.6 million for the six months ended June 30, 2023, a decrease of $1.1 million, or 5.6%. The average volume of earning assets increased $67.3 million and the average yield on earning assets increased 57 bps to 4.72% compared to 4.15% for the comparison period. Average loans increased $64.4 million, or 6.6%, to $1.0 billion for the six months ended June 30, 2024. The increase in average loan volume and the increase of 65 bps in the average loan yield resulted in a $4.8 million increase in interest income on loans between periods. The $445 thousand recovery of interest income on loans from a loan payoff that had previously been in nonaccrual, discussed above, accounted for 9 bps of the increase in the average loan yield between the six month comparison periods.

The average balance of the investment portfolio decreased $11.2 million while the average yield on the portfolio remained unchanged, resulting in a decrease in interest income on investment securities of $60 thousand between the six month comparison periods.

The average cost of funds increased 100 bps to 2.43% for the six months ended June 30, 2024 compared to 1.43% for the six months ended June 30, 2023. Interest expense increased $6.4 million, to $13.7 million for the six months ended June 30, 2024 compared to $7.3 million for the six months ended June 30, 2023. The increases in the average cost of funds and in interest expense were due to an increase of $102.3 million in the average balance of interest bearing liabilities and increases in average rates paid in all liability categories between periods, with the exception of the Company's subordinated notes.

During the first six months of 2024, Union, like many other financial institutions, continued to offer higher rate paying time deposit specials to attract new deposit dollars and retain existing customer deposits. Although some new money was obtained, a shift of funds in the Company's deposit base from non-maturity deposits to time deposit specials occurred. Interest expense on time deposits increased $2.1 million to $5.5 million for the six months ended June 30, 2024 compared to $3.4 million for the six months ended June 30, 2023 due to increases of $48.5 million in the average volume and 103 bps in the average rate paid. Despite a decrease of $23.9 million in the average balance of savings/money market accounts, interest expense increased $1.5 million between the six month comparison periods due to an increase of 85 bps in the average rate paid. Interest expense on interest bearing checking accounts increased $706 thousand between the six month comparison periods resulting from an increase of 51 bps in the average yield, which more than offset the decrease of $15.7 million in the average balance. The average volume of borrowed funds increased $93.4 million and the average rate paid on borrowed funds increased 15 bps between the six month comparison periods, resulting in a $2.0 million increase in interest expense.

The net interest spread decreased 43 bps to 2.29% for the six months ended June 30, 2024, from 2.72% for the same period last year, reflecting the net effect of the 100 bps increase in the average rate paid on interest bearing liabilities, which was only partially offset by the 57 bps increase in the average yield earned on interest earning assets between periods. The net interest margin decreased 31 bps for the six months ended June 30, 2024 compared to the same period last year as a result of the changes discussed above.

Union Bankshares, Inc. Page 29

The following tables show for the periods indicated the total amount of tax equivalent interest income recorded from average interest earning assets, the related average tax equivalent yields, the tax equivalent interest expense associated with average interest bearing liabilities, the related tax equivalent average rates paid, and the resulting tax equivalent net interest spread and margin.



	Three Months Ended June 30,
	2024						2023
	Average Balance (1)		Interest Earned/ Paid		Average Yield/ Rate		Average Balance (1)		Interest Earned/ Paid		Average Yield/ Rate
	(Dollars in thousands)
Average Assets:
Federal funds sold and overnight deposits	$	19,664	$	194	3.90	%	$	12,201	$	110	3.56	%
Interest bearing deposits in banks	14,217		130		3.68	%	16,061		102		2.56	%
Investment securities (2), (3)	300,676		1,584		2.18	%	316,561		1,668		2.23	%

Loans, net (2), (4)	1,049,788		14,540		5.63	%	981,910		11,876		4.89	%
Nonmarketable equity securities	7,104		104		5.89	%	4,089		47		4.58	%
Total interest earning assets (2)	1,391,449		16,552		4.84	%	1,330,822		13,803		4.21	%
Cash and due from banks	4,407						4,401
Premises and equipment	20,772						20,186
Other assets	14,935						12,060
Total assets	$	1,431,563					$	1,367,469
Average Liabilities and Stockholders' Equity:
Interest bearing checking accounts	$	286,935	738		1.03	%	$	316,462	564		0.71	%
Savings/money market accounts	359,801		1,200		1.34	%	385,689		623		0.65	%
Time deposits	284,594		2,944		4.16	%	255,211		2,112		3.32	%
Borrowed funds and other liabilities	188,194		2,044		4.30	%	78,053		743		3.77	%
Subordinated notes	16,251		142		3.53	%	16,218		143		3.53	%
Total interest bearing liabilities	1,135,775		7,068		2.49	%	1,051,633		4,185		1.59	%
Noninterest bearing deposits	219,978						240,882
Other liabilities	15,032						14,920
Total liabilities	1,370,785						1,307,435
Stockholders' equity	60,778						60,034
Total liabilities and stockholders’ equity	$	1,431,563					$	1,367,469
Net interest income			$	9,484					$	9,618
Net interest spread (2)					2.35	%					2.62	%
Net interest margin (2)					2.81	%					2.96	%

Union Bankshares, Inc. Page 30



	Six Months Ended June 30,
	2024						2023
	Average Balance (1)		Interest Earned/ Paid		Average Yield/ Rate		Average Balance (1)		Interest Earned/ Paid		Average Yield/ Rate
	(Dollars in thousands)
Average Assets:
Federal funds sold and overnight deposits	$	27,277	$	637	4.62	%	$	13,597	$	214	3.13	%
Interest bearing deposits in banks	14,232		245		3.47	%	16,589		209		2.54	%
Investment securities (2), (3)	302,282		3,195		2.19	%	313,444		3,255		2.19	%

Loans, net (2), (4)	1,036,631		27,912		5.47	%	972,271		23,081		4.82	%
Nonmarketable equity securities	6,081		184		6.09	%	3,338		88		5.31	%
Total interest earning assets (2)	1,386,503		32,173		4.72	%	1,319,239		26,847		4.15	%
Cash and due from banks	4,432						4,519
Premises and equipment	20,839						20,295
Other assets	16,863						10,838
Total assets	$	1,428,637					$	1,354,891
Average Liabilities and Stockholders' Equity:
Interest bearing checking accounts	$	299,635	1,776		1.19	%	$	315,315	1,070		0.68	%
Savings/money market accounts	383,096		2,852		1.50	%	406,946		1,319		0.65	%
Time deposits	274,130		5,493		4.03	%	225,655		3,353		3.00	%
Borrowed funds and other liabilities	153,245		3,275		4.23	%	59,894		1,227		4.08	%
Subordinated notes	16,246		285		3.53	%	16,213		285		3.54	%
Total interest bearing liabilities	1,126,352		13,681		2.43	%	1,024,023		7,254		1.43	%
Noninterest bearing deposits	223,922						257,269
Other liabilities	15,913						15,073
Total liabilities	1,366,187						1,296,365
Stockholders' equity	62,450						58,526
Total liabilities and stockholders’ equity	$	1,428,637					$	1,354,891
Net interest income			$	18,492					$	19,593
Net interest spread (2)					2.29	%					2.72	%
Net interest margin (2)					2.74	%					3.05	%

__________________

(1)Average balances are calculated based on a daily averaging method.

(2)Average yields reported on a tax equivalent basis using a marginal federal corporate income tax rate of 21%.

(3)Average balances of investment securities are calculated on the amortized cost basis and include nonaccrual securities, if applicable.

(4)Includes loans held for sale as well as nonaccrual loans, unamortized costs and unamortized premiums and is net of the ACL on loans.

Union Bankshares, Inc. Page 31

Tax exempt interest income amounted to $1.3 million and $966 thousand for the three months ended June 30, 2024 and 2023, respectively. The following table presents the effect of tax exempt income on the calculation of net interest income, using a marginal federal corporate income tax rate of 21% for the 2024 and 2023 three and six month comparison periods:


	For The Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(Dollars in thousands)
Net interest income, as presented	$	9,484	$	9,618	$	18,492	$	19,593
Effect of tax-exempt interest
Investment securities	58		98		114		176
Loans	146		85		283		165
Net interest income, tax equivalent	$	9,688	$	9,801	$	18,889	$	19,934

Rate/Volume Analysis. The following table describes the extent to which changes in average interest rates earned and paid (on a fully tax-equivalent basis) and changes in volume of average interest earning assets and interest bearing liabilities have affected the Company's interest income and interest expense during the periods indicated. For each category of interest earning assets and interest bearing liabilities, information is provided on changes attributable to:

•changes in volume (change in volume multiplied by prior rate);

•changes in rate (change in rate multiplied by prior volume); and

•total change in rate and volume.

Changes attributable to both rate and volume have been allocated proportionately to the change due to volume and the change due to rate.


	Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023 Increase/(Decrease) Due to Change In						Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023 Increase/(Decrease) Due to Change In
	Volume		Rate		Net		Volume		Rate		Net
	(Dollars in thousands)
Interest earning assets:
Federal funds sold and overnight deposits	$	72	$	12	$	84	$	287	$	136	$	423
Interest bearing deposits in banks	(13)		41		28		(33)		69		36
Investment securities	(67)		(17)		(84)		(60)		—		(60)

Loans, net	817		1,847		2,664		1,585		3,246		4,831
Nonmarketable equity securities	41		16		57		81		15		96
Total interest earning assets	$	850	$	1,899	$	2,749	$	1,860	$	3,466	$	5,326
Interest bearing liabilities:
Interest bearing checking accounts	$	(56)	$	230	$	174	$	(54)	$	760	$	706
Savings/money market accounts	(45)		622		577		(80)		1,613		1,533
Time deposits	258		574		832		822		1,318		2,140
Borrowed funds	1,175		126		1,301		1,981		67		2,048
Subordinated notes	(1)		—		(1)		—		—		—
Total interest bearing liabilities	$	1,331	$	1,552	$	2,883	$	2,669	$	3,758	$	6,427
Net change in net interest income	$	(481)	$	347	$	(134)	$	(809)	$	(292)	$	(1,101)

Credit Loss Expense (Benefit). Credit loss expense or benefit is made up of credit loss expense on loans and credit loss expense on off-balance sheet credit exposures. Credit loss expense on loans results from net charge-offs, changes to the projected loss drivers, prepayment speeds, curtailments and time to recovery that the Company forecasted over the reasonable and supportable forecast periods and changes in the volume and mix of the loan portfolio. Credit loss expense on off-balance sheet credit exposures results from changes in outstanding commitments and changes in funding rates and assumed loss rates period over period. For further details, see FINANCIAL CONDITION - Allowance for Credit Losses on Loans and Commitments, Contingent Liabilities, and Off-Balance-Sheet Arrangements below.

Union Bankshares, Inc. Page 32

Credit loss expense (benefit) was made up of the following components for the following periods:


	For The Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(Dollars in thousands)
Credit loss expense (benefit) for loans	$	238	$	(151)	$	316	$	(61)

Credit loss expense (benefit) for off-balance sheet credit exposures	150		55		(158)		39
Credit loss expense (benefit), net	$	388	$	(96)	$	158	$	(22)

Noninterest Income. The following table sets forth the components of noninterest income and changes between the three and six month comparison periods of 2024 and 2023:


	For The Three Months Ended June 30,							For the Six Months Ended June 30,
	2024		2023		$ Variance		% Variance	2024		2023		$ Variance		% Variance
	(Dollars in thousands)
Wealth management income	$	273	$	240	$	33	13.8	$	528	$	451	$	77	17.1
Service fees	1,735		1,740		(5)		(0.3)	3,397		3,434		(37)		(1.1)
Net gains on sales of loans held for sale	341		306		35		11.4	628		500		128		25.6
Income from Company-owned life insurance	353		109		244		223.9	470		216		254		117.6

Other income	30		32		(2)		(6.3)	181		65		116		178.5

Net gains on other investments	33		56		(23)		(41.1)	128		102		26		25.5

Total noninterest income	$	2,765	$	2,483	$	282	11.4	$	5,332	$	4,768	$	564	11.8

The significant changes in noninterest income for the three and six months ended June 30, 2024 compared to the same periods of 2023 are described below:

•Wealth management income: Wealth management income increased as managed fiduciary accounts grew between June 30, 2024 and 2023, as did the value of assets within those accounts.

•Service fees. Service fees decreased $37 thousand for the six months ended June 30, 2024, compared to the same period in 2023 primarily due to decreases in loan servicing fees, merchant program fees and ATM and debit card network fees, partially offset by increases in overdraft fee income and service charge income.

•Net gains on sales of loans held for sale. Residential mortgage loans totaling $19.3 million and $41.0 million were sold during the three and six months ended June 30, 2024, respectively, compared to sales of $17.8 million and $29.6 million during the same periods in 2023, respectively. The increases of $35 thousand and $128 thousand in net gains on sales of loans held for the three and six month comparison periods, respectively, reflect the higher sales volume and higher premiums obtained on sales in 2024.

•Income from Company-owned life insurance. Death benefit proceeds of $235 thousand were received in the second quarter of 2024 that were not received during the same period in 2023. Income also increased during the three and six month comparison periods due to a higher yield earned on the underlying life insurance policies.

•Other income. The Company received $117 thousand in prepayment penalties from the early payoff of loans during the first quarter of 2024 that were not received during the same period of 2023.

•Net gains on other investments. Participants in the 2020 Amended and Restated Nonqualified Excess Plan elect to defer receipt of current compensation from the Company or its subsidiary and select designated reference investments consisting of investment funds. The performance of those funds, over which the Company has no control, resulted in net gains of $33 thousand and $128 thousand for the three and six months ended June 30, 2024, respectively, and net gains of $56 thousand and $102 thousand for the three and six months ended June 30, 2023, respectively.

Union Bankshares, Inc. Page 33

Noninterest Expenses. The following table sets forth the components of noninterest expenses and changes between the three and six month comparison periods ended June 30, 2024 and 2023:


	For The Three Months Ended June 30,							For the Six Months Ended June 30,
	2024		2023		$ Variance		% Variance	2024		2023		$ Variance		% Variance
	(Dollars in thousands)
Salaries and wages	$	3,774	$	3,673	$	101	2.7	$	7,327	$	7,175	$	152	2.1
Employee benefits	1,631		1,471		160		10.9	3,120		2,848		272		9.6
Occupancy expense, net	544		482		62		12.9	1,113		1,060		53		5.0
Equipment expense	1,017		882		135		15.3	1,960		1,779		181		10.2
Professional fees	305		250		55		22.0	604		519		85		16.4
FDIC insurance assessment	289		283		6		2.1	531		467		64		13.7
Advertising and public relations	213		192		21		10.9	391		335		56		16.7
Vermont franchise tax	268		289		(21)		(7.3)	536		578		(42)		(7.3)


Amortization of MSRs, net	62		77		(15)		(19.5)	102		201		(99)		(49.3)
ATM and debit card expense	389		261		128		49.0	691		534		157		29.4
Donations	65		50		15		30.0	234		102		132		129.4



Other loan related expenses	143		114		29		25.4	233		197		36		18.3

Other expenses	1,081		1,039		42		4.0	2,162		2,018		144		7.1
Total noninterest expenses	$	9,781	$	9,063	$	718	7.9	$	19,004	$	17,813	$	1,191	6.7

The significant changes in noninterest expenses for the three and six months ended June 30, 2024 compared to the same periods in 2023 are described below:

•Salaries and wages. Salaries and wages increased $101 thousand and $152 thousand for the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023 primarily due to annual salary adjustments for the 2024 fiscal year. The increases are also attributable to the inclusion of salaries and wages for employees at our North Conway location, which became a full service branch during the fourth quarter of 2023. The increase for the six month comparison period was partially offset by a $72 thousand accrual adjustment related to the annual incentive plan payments to select officers of Union recorded in the first quarter of 2024.

•Employee benefits. Employee benefit expense increased $160 thousand for the three months ended June 30, 2024 compared to the same period in 2023 primarily due to increases of $129 thousand in premium expense for the Company's medical and dental plans and a $49 thousand increase in 401k contribution expense related to forfeiture adjustments recorded in the second quarter of 2024, partially offset by a decrease of $24 thousand in employee benefits related to the Company's deferred compensation plans. The increase of $272 thousand for the six months ended June 30, 2024 compared to the same period in 2023 was primarily due to increases of $237 thousand in premium expense for the Company's medical and dental plans and $19 thousand in employee benefits related to the Company's deferred compensation plans.

•Occupancy expense, net. The increase in occupancy expense between the three and six month comparison periods is primarily due to increases in depreciation expense related to leasehold improvements to the North Conway location that became a full service branch during the fourth quarter of 2023 as well as increases in repair and maintenance expenses at other locations.

•Equipment expense. Equipment expense increased between the three and six month comparison periods primarily due to an increase in software license and maintenance costs associated with outsourcing Union's core application processing system that was finalized during the fourth quarter of 2023.

•Professional fees. Professional fees increased $55 thousand and $85 thousand for the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023 resulted from annual increases in engagement fees and additional consultants that were engaged to assist with employment searches and other consulting services in 2024 that were not utilized in 2023.

•FDIC insurance assessment. The FDIC insurance assessment increased by $6 thousand and $64 thousand during the three and six month comparison periods, respectively, due to an increase in the assessment rate as well as overall growth in net assets.

Union Bankshares, Inc. Page 34

•Advertising and public relations. The increase in advertising and public relations costs is primarily related to advertising campaigns and business development activities during the three and six months ended June 30, 2024 that did not occur in 2023.

•Vermont franchise tax. The decrease in expense between the three and six month comparison periods was due to the decrease in average deposit balances for customer accounts allocated to Vermont.

•Amortization of MSRs, net. Income from MSRs is derived from servicing rights acquired through the sale of loans on which servicing is retained. Capitalized servicing rights are initially recorded at fair value and amortized in proportion to, and over the period of, the estimated future servicing period of the underlying loans. The amortization of MSRs exceeded new capitalized MSRs during both comparison periods, which resulted in net expense of $62 thousand and $102 thousand for the three and six months ended June 30, 2024, respectively, and $77 thousand and $201 thousand for the three and six months ended June 30, 2023, respectively.

•ATM and debit card expense. The increase between the three and six month comparison periods is primarily related to the costs associated with outsourcing Union's core application processing system that was finalized during the fourth quarter of 2023. There was also additional costs incurred during the second quarter of 2024 associated with a change in the servicing arrangement in place for the ATM machines.

•Donations. Charitable donations are made as part of the Company's on-going commitment to enhancing the economic vitality and social welfare of our communities. Donations increased between comparison periods due to contributions made during the first six months of 2024 related to a state tax credit program to assist a local affordable housing project and local non-profit rehabilitation projects.

•Other loan related expenses. Other loan related expenses consist of other costs incurred for originating and servicing loans such as insurance and property tax tracking expenses, credit report fees, and other real estate closing costs. These expenses increased for the three and six month comparison periods due to higher loan volume and an increase in real estate closing costs during the first six months of 2024.

Provision for Income Taxes. The Company has provided for current and deferred federal income taxes for the three and six months ended June 30, 2024 and 2023. The Company's net provision for income taxes was $61 thousand and $226 thousand for the three and six months ended June 30, 2024, respectively, compared to $435 thousand and $894 thousand for the same periods in 2023, respectively, reflecting lower net income and a higher proportion of tax-exempt income year over year, as well as the impact of limited partnership investments and related credits, discussed below. The Company's effective federal corporate income tax rate was 2.9% and 6.2% for the three and six months ended June 30, 2024, respectively, compared to 13.1% and 13.8% for the same periods in 2023, respectively.

Amortization expense related to limited partnership investments is included as a component of income tax expense and amounted to $412 thousand and $824 thousand for the three and six months ended June 30, 2024, respectively, compared to $330 thousand and $661 thousand for the same period in 2023, respectively. These investments provide tax benefits, including tax credits. Low income housing and rehabilitation tax credits with respect to limited partnership investments are also included as a component of income tax expense and amounted to $450 thousand and $900 thousand for the three and six months ended June 30, 2024, respectively, and $347 thousand and $694 thousand the three and six months ended June 30, 2023, respectively.

FINANCIAL CONDITION

At June 30, 2024, the Company had total consolidated assets of $1.40 billion, including gross loans and loans held for sale (total loans) of $1.01 billion, investment securities AFS of $252.5 million, deposits of $1.05 billion, borrowed funds of $247.1 million, subordinated notes of $16.3 million and stockholders' equity of $64.0 million. The Company’s total assets at June 30, 2024 decreased $70.4 million, or 4.8%, from $1.47 billion at December 31, 2023, and increased $63.7 million, or 4.8%, compared to June 30, 2023.

June 30th marks the end of the fiscal year for the majority of the Company's municipal customers, including school districts, and several customers are required to reduce their outstanding short term debts to zero for at least one day during their fiscal year. The one day requirement traditionally occurs annually on June 30th and as a result the Company experiences a decrease in outstanding loan balances. In many cases monies are transferred from corresponding deposit accounts to pay off these debts so the Company experiences a corresponding decrease in deposit balances as well. These cyclical decreases are short term in nature as the loans and deposits for the next municipal fiscal year are recorded within the first few days of July. The Company recorded $48.7 million in new municipal loans during the first few days of July 2024.

Federal funds sold and overnight deposits decreased $47.2 million, or 64.5%, to $26.0 million as of June 30, 2024, from $73.2 million at December 31, 2023. The decrease was expected and resulted primarily from the seasonal outflow of municipal deposit dollars as the municipal entities fund their operations and pay off short term debt.

Union Bankshares, Inc. Page 35

Net loans and loans held for sale decreased $19.3 million, or 1.9%, to $1.01 billion, representing 72.0% of total assets at June 30, 2024, compared to $1.03 billion, or 69.9% of total assets at December 31, 2023. (See Loans Held for Sale and Loan Portfolio below.)

Total deposits decreased $252.3 million, or 19.3%, to $1.05 billion at June 30, 2024, from $1.31 billion at December 31, 2023. Noninterest bearing deposits decreased by $28.1 million, or 11.2%, interest bearing deposits decreased by $207.0 million, or 27.0%, and time deposits decreased by $17.2 million, or 6.0%. (See Deposits on page 40.)

Borrowed funds at June 30, 2024 were $247.1 million and consisted of $212.1 million of FHLB advances and $35.0 million of borrowings from the FRB. Borrowed funds at December 31, 2023 were $65.7 million and consisted of $55.7 million of FHLB advances and $10.0 million of borrowings from the FRB. (See Borrowings on page 41.)

Stockholders’ equity decreased from $65.8 million at December 31, 2023 to $64.0 million at June 30, 2024, reflecting an increase of $3.3 million in accumulated other comprehensive loss due to a decrease in the fair market value of the Company's AFS investment securities and cash dividends declared of $3.3 million. These decreases were partially offset by net income of $4.4 million for the first six months of 2024, an increase of $292 thousand in additional paid in capital from the vesting of stock based compensation, and a $33 thousand increase due to the issuance of common stock under the DRIP. (See Capital Resources on page 43.)

Loans Held for Sale and Loan Portfolio. Total loans (including loans held for sale) decreased $19.1 million, or 1.9%, to $1.01 billion, representing 72.4% of assets at June 30, 2024, from $1.03 billion, representing 70.2% of assets at December 31, 2023. The total loan portfolio at June 30, 2024 increased $73.5 million compared to the June 30, 2023 level of $938.7 million, which represented 70.3% of assets. The Company’s loans consist primarily of adjustable-rate and fixed-rate mortgage loans secured by one-to-four family, multi-family residential or commercial real estate. Real estate secured loans represented $939.5 million, or 92.8% of total loans at June 30, 2024 and $911.5 million, or 88.4% of total loans at December 31, 2023. The net change in the Company's loan portfolio from December 31, 2023 (see table below) resulted primarily from the seasonal decrease in the municipal portfolio discussed above, partially offset by an increase in the volume of residential and commercial construction loans originated.

The composition of the Company's loan portfolio, including loans held for sale, as of June 30, 2024 and December 31, 2023 was as follows:


	June 30, 2024			December 31, 2023
Loan Class	Amount		Percent	Amount		Percent
Residential real estate	(Dollars in thousands)
Non-revolving residential real estate	$	417,225	41.2	$	397,409	38.5
Revolving residential real estate	21,486		2.1	18,902		1.8
Construction real estate
Commercial construction real estate	47,172		4.7	36,973		3.6
Residential construction real estate	48,005		4.7	51,662		5.0
Commercial real estate
Non-residential commercial real estate	296,805		29.3	298,148		29.0
Multi-family residential real estate	102,586		10.1	105,344		10.2
Commercial	40,402		4.0	40,448		3.9
Consumer	2,525		0.3	2,589		0.3
Municipal	29,783		3.0	76,795		7.4
Loans held for sale	6,224		0.6	3,070		0.3
Total loans	1,012,213		99.9	1,031,340		100.0
ACL on loans	(6,893)			(6,566)
Unamortized net loan costs	1,931			1,752
Net loans and loans held for sale	$	1,007,251		$	1,026,526

The Company originates and sells qualified residential mortgage loans in various secondary market avenues to mitigate long-term interest rate risk and generate fee income, with a majority of sales made to the FHLMC/Freddie Mac, generally with servicing rights retained. At June 30, 2024, the Company serviced a $1.10 billion residential real estate mortgage portfolio, of which $6.2 million was held for sale and approximately $656.9 million of which was serviced for unaffiliated third parties.

Union Bankshares, Inc. Page 36

The Company sold $41.0 million of qualified residential real estate loans to the secondary market during the first six months of 2024 compared to sales of $29.6 million during the first six months of 2023. Residential mortgage loan origination activity was strong during the first half of 2024. Despite low housing inventory and higher interest rates, purchase activity in the Company's markets is stable, with continued construction loan activity.

The Company also originates commercial real estate and commercial loans under various SBA, USDA and State sponsored programs which provide a government agency guaranty for a portion of the loan amount. There was $2.3 million guaranteed under these various programs at June 30, 2024 on an aggregate balance of $2.9 million in subject loans.

The Company serviced $29.9 million of commercial and commercial real estate loans for unaffiliated third parties as of June 30, 2024. This included $28.9 million of commercial or commercial real estate loans the Company originated and participated out to other financial institutions. These loans were participated in the ordinary course of business on a nonrecourse basis, for liquidity or credit concentration management purposes.

The Company capitalizes MSRs for all loans sold with servicing retained. The unamortized balance of MSRs on loans sold with servicing retained was $1.6 million at June 30, 2024, with an estimated market value in excess of the carrying value as of such date. Management periodically evaluates and measures the servicing assets for impairment.

Qualifying residential first lien mortgage loans and certain commercial real estate loans with a combined carrying value of $362.5 million were pledged as collateral for borrowings from the FHLB under a blanket lien at June 30, 2024.

Asset Quality. The Company, like all financial institutions, is exposed to certain credit risks, including those related to the value of the collateral that secures its loans and the ability of borrowers to repay their loans. Consistent application of the Company’s conservative loan policies has helped to mitigate this risk and has been prudent for both the Company and its customers. Management closely monitors the Company’s loan and investment portfolios, OREO and OAO for potential problems and reports to the Company’s and Union’s Board at regularly scheduled meetings. Board approved policies set forth portfolio diversification levels to mitigate concentration risk and the Company participates large credits out to other financial institutions to further mitigate that risk.

Repossessed assets, nonaccrual loans, and loans that are 90 days or more past due are considered to be nonperforming assets. The following table details the composition of the Company's nonperforming assets and amounts utilized to calculate certain asset quality ratios monitored by the Company's management as of the balance sheet dates and June 30, 2023:


	June 30, 2024		December 31, 2023		June 30, 2023
	(Dollars in thousands)
Nonaccrual loans	$	1,771	$	1,858	$	1,957
Loans past due 90 days or more and still accruing interest	157		162		64



Total nonperforming assets	$	1,928	$	2,020	$	2,021

Guarantees of U.S. or state government agencies on the above nonperforming loans	$	72	$	73	$	—

ACL on loans	$	6,893	$	6,566	$	6,780
Net (recoveries) charge-offs	$	(11)	$	4	$	3
Total loans outstanding	$	1,012,213	$	1,031,340	$	938,681
Total average loans outstanding	$	1,036,631	$	993,959	$	972,271

Union Bankshares, Inc. Page 37

The following table shows trends of certain asset quality ratios monitored by the Company's management as of the balance sheet dates and June 30, 2023:


	June 30, 2024			December 31, 2023			June 30, 2023
	(Dollars in thousands)
ACL on loans to total loans outstanding	0.68		%	0.64		%	0.72		%

ACL on loans to nonperforming loans	357.52		%	325.05		%	335.48		%
ACL on loans to nonaccrual loans	389.22		%	353.39		%	346.45		%
Nonperforming loans to total loans	0.19		%	0.20		%	0.22		%
Nonperforming assets to total assets	0.14		%	0.14		%	0.15		%
Nonaccrual loans to total loans	0.17		%	0.18		%	0.21		%
Delinquent loans (30 days to nonaccruing) to total loans	0.25		%	0.55		%	0.25		%
Net charge-offs (recoveries) to total average loans	—		%	—		%	—		%
Residential real estate	—		%	—		%	—		%
Net recoveries	$	(11)		$	(1)		$	—
Total average loans	$	425,561		$	380,755		$	359,643






Commercial	—		%	—		%	—		%
Net recoveries	$	(1)		$	—		$	—
Total average loans	$	40,250		$	40,759		$	40,793
Consumer	0.04		%	0.21		%	0.13		%
Net charge-offs	$	1		$	5		$	3
Total average loans	$	2,527		$	2,430		$	2,336

All other loan categories did not have charge-offs or recoveries for the periods presented above.

There was one non-revolving residential real estate loan totaling $60 thousand and one revolving residential real estate loan totaling $17 thousand in process of foreclosure at June 30, 2024 and one revolving residential real estate loan totaling $17 thousand in process of foreclosure at December 31, 2023. The aggregate interest income not recognized on nonaccrual loans approximated $189 thousand as of June 30, 2024 and $143 thousand as of December 31, 2023.

The Company had loans rated substandard that were on performing status totaling $789 thousand and $1.2 million at June 30, 2024 and December 31, 2023, respectively. In management's view, substandard loans represent a higher degree of risk of becoming nonperforming loans in the future.

Allowance for Credit Losses on Loans. Some of the Company’s loan customers ultimately do not make all of their contractually scheduled payments, requiring the Company to charge off a portion or all of the remaining principal balance due. The Company maintains an ACL to absorb such losses. The level of the ACL on loans at June 30, 2024 represents management's estimate of expected credit losses over the expected life of the loans at the balance sheet date. The Company's policy and methodologies for establishing the ACL on loans, described in the Company's 2023 Annual Report did not change during the first six months of 2024. The Company's ACL on loans was $6.9 million and $6.6 million at June 30, 2024 and December 31, 2023, respectively.

Union Bankshares, Inc. Page 38

The following table reflects activity in the ACL on loans for the three and six months ended June 30, 2024 and 2023:


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
	(Dollars in thousands)
Balance at beginning of period	$	6,645	$	6,934	$	6,566	$	8,339
Impact of adoption of ASU No. 2016-13	—		—		—		(1,495)
Charge-offs	(1)		(4)		(1)		(4)
Recoveries	11		1		12		1
Net recoveries (charge-offs)	10		(3)		11		(3)
Credit loss expense (benefit)	238		(151)		316		(61)
Balance at end of period	$	6,893	$	6,780	$	6,893	$	6,780

The following table (net of loans held for sale) shows the internal breakdown by risk component of the Company's ACL on loans and the percentage of loans in each category to total loans in the respective portfolios at the dates indicated:


	June 30, 2024			December 31, 2023
	Amount		Percent	Amount		Percent
Residential real estate	(Dollars in thousands)
Non-revolving residential real estate	$	2,967	41.5	$	2,361	38.6
Revolving residential real estate	273		2.1	159		1.8
Construction real estate
Commercial construction real estate	544		4.7	1,035		3.6
Residential construction real estate	88		4.8	163		5.0
Commercial real estate
Non-residential commercial real estate	2,469		29.5	2,182		29.0
Multi-family residential real estate	207		10.2	244		10.2
Commercial	312		4.0	352		4.0
Consumer	7		0.2	5		0.3
Municipal	26		3.0	65		7.5

Total	$	6,893	100.0	$	6,566	100.0

Notwithstanding the categories shown in the table above or any specific allocation under the Company's ACL methodology, all funds in the ACL on loans are available to absorb loan losses in the portfolio, regardless of loan category or specific allocation.

Management believes, in its best estimate, that the ACL on loans at June 30, 2024 is appropriate to cover expected credit losses over the expected life of the Company’s loan portfolio as of such date. However, there can be no assurance that the Company will not sustain losses in future periods which could be greater than the size of the ACL on loans at June 30, 2024. In addition, our banking regulators, as an integral part of their examination process, periodically review our ACL. Such agencies may require us to recognize adjustments to the ACL based on their judgments about information available to them at the time of their examination. A large adjustment to the ACL on loans for losses in future periods could require increased credit loss expense to replenish the ACL on loans, which could negatively affect earnings.

Investment Activities. During the first six months of 2024, investment securities classified as AFS, which are carried at fair value, decreased $11.9 million to $252.5 million, comprising 18.1% of total assets, compared to $264.4 million, or 18.0% of total assets, at December 31, 2023. The decrease between periods is due to an increase in unrealized losses of $4.2 million and returns of principal of $8.7 million, partially offset by a $1.3 million municipal security purchase during the first quarter of 2024.

Net unrealized losses in the Company’s AFS investment securities portfolio were $45.1 million as of June 30, 2024, compared to net unrealized losses of $41.0 million as of December 31, 2023. The Company’s Accumulated OCI component of stockholders’ equity at June 30, 2024 reflected cumulative net unrealized losses on investment securities of $35.2 million. There were no securities classified as HTM at June 30, 2024 or December 31, 2023. The increase in unrealized losses is primarily attributable to increases in long term interest rates which are tied to the pricing indexes for the securities. No declines

Union Bankshares, Inc. Page 39

in value were deemed by management to be impairment related to credit losses at June 30, 2024. Deterioration in credit quality and/or imbalances in liquidity that may result from changes in financial market conditions might adversely affect the fair values of the Company’s investment portfolio and the amount of gains or losses ultimately realized on the sale of such securities and may also increase the potential that credit losses may be identified in future periods, resulting in credit loss expense recorded in earnings.

Investment securities AFS with a carrying amount of $88.1 million and $926 thousand were pledged as collateral for FHLB borrowings and other credit subject to collateralization, public unit deposits or for other purposes as required or permitted by law at June 30, 2024 and December 31, 2023, respectively. Investment securities AFS pledged as collateral for the Discount Window and Bank Term Funding Program (BTFP) borrowings at the Federal Reserve Bank (FRB) consisted of U.S. Government-sponsored enterprises and Agency MBS securities with a fair value of $39.8 million and $8.9 million at June 30, 2024 and December 31, 2023, respectively.

Deposits. The following table shows information concerning the Company's average deposits by account type and weighted average nominal rates at which interest was paid on such deposits for the six months ended June 30, 2024 and 2023:


	Six Months Ended June 30, 2024					Six Months Ended June 30, 2023
	Average Amount		Percent of Total Deposits	Average Rate		Average Amount		Percent of Total Deposits	Average Rate
	(Dollars in thousands)
Nontime deposits:
Noninterest bearing deposits	$	223,922	19.0	—		$	257,269	21.3	—
Interest bearing checking accounts	299,635		25.4	1.19	%	315,315		26.2	0.68	%
Money market accounts	237,987		20.2	2.38	%	233,370		19.4	1.11	%
Savings accounts	145,109		12.3	0.04	%	173,576		14.4	0.04	%
Total nontime deposits	906,653		76.9	1.03	%	979,530		81.3	0.49	%



Total time deposits	274,130		23.1	4.03	%	225,655		18.7	3.00	%
Total deposits	$	1,180,783	100.0	1.72	%	$	1,205,185	100.0	0.96	%

During the first six months of 2024, average total deposits decreased by $24.4 million, or 2.0%, compared to the six months ended June 30, 2023. The average balance of total nontime deposits decreased $72.9 million between periods primarily due to decreases of $33.3 million in noninterest bearing deposits, $28.5 million in savings accounts, and $15.7 million in interest bearing checking accounts, partially offset by an increase of $4.6 million in money market accounts. The decrease in average noninterest bearing deposits is primarily attributable to the maturity and the early payoff of purchased nonreciprocal ICS deposits from IntraFi during the first quarter of 2024. The decreases in the other categories are attributable to customers spending down deposit balances, the loss of deposit dollars to competing financial institutions and brokerage firms, and customers shifting monies into time deposits as they continue to seek higher yields. The average balance in total time deposits increased $48.5 million between periods due to an increase of $54.5 million in average customer time deposit accounts as customers took advantage of higher rate paying CDs, partially offset by a $6.1 million decrease in average retail brokered deposits.

The Company participates in CDARS, which permits it to offer full deposit insurance coverage to its customers by exchanging deposit balances with other CDARS participants. CDARS also provides the Company with an additional source of funding and liquidity through the purchase of deposits. There were no purchased CDARS at June 30, 2024 or December 31, 2023. There were $12.5 million and $11.7 million of time deposits of $250,000 or less on the balance sheet at June 30, 2024 and December 31, 2023, respectively, which were exchanged with other CDARS participants.

The Company also participates in the ICS program, a service through which it can offer its customers demand or savings deposit products with access to unlimited FDIC insurance, while receiving reciprocal deposits from other FDIC-insured banks. Like the exchange of certificate of deposit accounts through CDARS, exchange of demand or savings deposits through ICS provides a depositor with full deposit insurance coverage of excess balances, thereby helping the Company retain the full amount of the deposit on its balance sheet. As with the CDARS program, in addition to reciprocal deposits, participating banks may also purchase one-way ICS deposits. There were $92.5 million and $232.6 million in exchanged ICS demand and money market deposits on the balance sheet at June 30, 2024 and December 31, 2023, respectively. There were no purchased ICS deposits at June 30, 2024, however, there were $50.2 million in purchased ICS deposits at December 31, 2023.

At June 30, 2024 there were $65.0 million of retail brokered deposits at a weighted average rate of 5.36% issued under a master certificate of deposit program with a deposit broker for six month terms for the purpose of providing a supplemental source of

Union Bankshares, Inc. Page 40

funding and liquidity. There were $103.0 million of retail brokered deposits at December 31, 2023 at a weighted average rate of 5.07%.

Uninsured deposits have been estimated to include deposits with balances greater than the FDIC insurance coverage limit of $250 thousand. This estimate by management is based on the same methodologies and assumptions used for regulatory reporting requirements. At June 30, 2024, the Company had total estimated uninsured deposit accounts totaling $395.8 million, or 37.6% of total deposits. Uninsured deposits include $26.0 million of municipal deposits that were collateralized under applicable state regulations by investment securities or letters of credit issued by the FHLB at June 30, 2024, as described below under Borrowings.

The following table provides a maturity distribution of the Company’s time deposits in amounts in excess of the $250 thousand FDIC insurance limit at June 30, 2024 and December 31, 2023:


	June 30, 2024		December 31, 2023
	(Dollars in thousands)
Within 3 months	$	21,421	$	11,512
3 to 6 months	15,768		10,800
6 to 12 months	9,983		19,872
Over 12 months	302		622
	$	47,474	$	42,806

Borrowings. Advances from the FHLB are another key source of funds to support earning assets. These funds are also used to manage the Bank's interest rate and liquidity risk exposures. Borrowed funds included FHLB advances of $212.1 million with a weighted average rate of 4.41% at June 30, 2024 and $55.7 million with a weighted average rate of 3.68% at December 31, 2023. Union is required to invest in $100 par value stock of the FHLB in an amount to satisfy unpaid principal balances on qualifying loans, plus an amount to satisfy an activity based requirement. The stock is nonmarketable, and is redeemable by the FHLB at par value. With the increase in FHLB advances outstanding, the investment in FHLB Class B common stock has increased to $9.3 million at June 30, 2024 compared to $3.1 million at December 31, 2023. Union's investment in FHLB stock is carried at cost in Other assets on the consolidated balance sheets.

The Company has the authority, up to its available borrowing capacity with the FHLB, to collateralize public unit deposits with letters of credit issued by the FHLB. FHLB letters of credit in the amount of $45.1 million and $42.4 million were utilized as collateral for these deposits at June 30, 2024 and December 31, 2023, respectively. The Company's reimbursement obligations to the FHLB relating to these letters of credit are secured by pledged collateral, which reduces the Company's available borrowing capacity with the FHLB. Total fees paid by the Company in connection with the issuance of these letters of credit were $11 thousand and $22 thousand for the three and six months ended June 30, 2024, respectively, and $10 thousand and $23 thousand the three and six months ended June 30, 2023, respectively.

In March 2023, the FRB created the BTFP, a temporary program to provide an additional source of liquidity funding to U.S. depository institutions. Advances under this program are secured by qualifying investment assets consisting of eligible U.S. Government-sponsored enterprises and Agency MBS securities valued at par. At June 30, 2024 the Company had outstanding BTFP advances of $35.0 million with a weighted average rate of 5.22% and $10.0 million with a weighted average rate of 4.85% at December 31, 2023. The FRB ceased making new loans under this program on March 11, 2024.

In August 2021, the Company completed the private placement of $16.5 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2031 to certain qualified institutional buyers and accredited investors. The Notes initially bear interest, payable semi-annually, at the rate of 3.25% per annum, until September 1, 2026. From and including September 1, 2026, the interest rate applicable to the outstanding principal amount due will reset quarterly to the then current three-month secured overnight financing rate (SOFR) plus 263 basis points. The Notes are presented in the consolidated balance sheets net of unamortized issuance costs of $244 thousand and $261 thousand at June 30, 2024 and December 31, 2023, respectively.

Commitments, Contingent Liabilities, and Off-Balance-Sheet Arrangements. The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers, to reduce its own exposure to fluctuations in interest rates and to implement its strategic objectives. These financial instruments include commitments to extend credit, standby letters of credit, interest rate caps and floors written on adjustable-rate loans, commitments to participate in or sell loans, commitments to buy or sell securities, certificates of deposit or other investment instruments and risk-sharing commitments or guarantees on certain sold loans. Such instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the balance sheet. The contractual or notional amounts of these instruments reflect the extent of involvement the Company has in a particular class of financial instruments.

Union Bankshares, Inc. Page 41

The Company's maximum exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. For interest rate caps and floors written on adjustable-rate loans, the contractual or notional amounts do not represent the Company’s exposure to credit loss. The Company controls the risk of interest rate cap agreements through credit approvals, borrowing limits, and monitoring procedures. The Company generally requires collateral or other security to support financial instruments with credit risk.

The following table details the contractual or notional amount of financial instruments that represented credit risk at the balance sheet dates:


	June 30, 2024		December 31, 2023
	(Dollars in thousands)
Commitments to originate loans	$	99,574	$	35,193
Unused lines of credit	206,408		192,104
Standby and commercial letters of credit	1,629		1,557
Credit card arrangements	103		157
FHLB Mortgage Partnership Finance credit enhancement obligation, net	890		744

Item 6. Exhibits.


31.1			Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2			Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101			The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three and six months ended June 30, 2024 and 2023, (iii) the unaudited consolidated statements of comprehensive income for the three and six months ended June 30, 2024 and 2023, (iv) the unaudited consolidated statements of changes in stockholders' equity, (iv) the unaudited consolidated statements of cash flows and (v) related notes.
104			Cover page interactive data file (embedded within exhibit 101).

____________________

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

SIGNATURES

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


						Union Bankshares, Inc.

August 9, 2024						/s/ David S. Silverman
						David S. Silverman
						Director, President and Chief Executive Officer

August 9, 2024						/s/ Karyn J. Hale
						Karyn J. Hale
						Chief Financial Officer
						(Principal Financial Officer)

Union Bankshares, Inc. Page 45

EXHIBIT INDEX


31.1			Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2			Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101			The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three and six months ended June 30, 2024 and 2023, (iii) the unaudited consolidated statements of comprehensive income for the three and six months ended June 30, 2024 and 2023, (iv) the unaudited consolidated statements of changes in stockholders' equity, (iv) the unaudited consolidated statements of cash flows and (v) related notes.

104			Cover page interactive data file (embedded within exhibit 101).

____________________

Union Bankshares, Inc. Page 46

UNION BANKSHARES INC - Quarter Report: 2024 June (Form 10-Q)

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