UNTY Unity Bancorp Inc /Nj/ - 10-K

Item 1A.  Risk Factors:

The Company’s business, financial condition, results of operations and the trading price of its securities can be materially and adversely affected by many events and conditions including the following:

The Company has been and may continue to be affected by national financial markets and economic conditions, as well as local conditions.

The Company’s business and results of operations are affected by the financial markets and general economic conditions in the United States, including factors such as the level and volatility of interest rates, inflation, home prices, unemployment and under-employment levels, bankruptcies, household income, consumer spending, investor confidence and the strength of the U.S. economy. The deterioration of any of these conditions can adversely affect the Company’s securities and loan portfolios, level of charge-offs and provision for credit losses, capital levels, liquidity and results of operations.

In addition, the Company is affected by the economic conditions within its New Jersey and Pennsylvania primary trade areas. Unlike larger banks that are more geographically diversified, the Company provides banking and financial services primarily to customers in the New Jersey market and one county in Pennsylvania in which it has branches, so any decline in the economy of New Jersey or eastern Pennsylvania could have an adverse impact. Additionally, certain aspects of these primary trade areas may be adversely impacted by the economic wellbeing of the New York City metro region.

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The Company’s loans, the ability of borrowers to repay these loans and the value of collateral securing these loans are impacted by economic conditions. The Company’s financial results, the credit quality of its existing loan portfolio and the ability to generate new loans with acceptable yield and credit characteristics may be adversely affected by changes in prevailing economic conditions, including declines in real estate values, changes in interest rates, adverse employment conditions and the monetary and fiscal policies of the federal government. The Company cannot assure that any positive trends or developments discussed in this annual report will continue or that negative trends or developments will not arise.

A significant portion of the Company’s loan portfolio is secured by real estate and events that negatively impact the real estate market in the Company’s trade area could hurt its business.

A significant portion of the Company’s loan portfolio is secured by real estate. As of December 31, 2025, approximately 96 percent of its loans had real estate as a primary and/or secondary component of collateral. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. Weakness in the real estate market in the Company’s primary market areas could result in an increase in the number of borrowers who default on their loans and a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on the Company’s profitability, capital and asset quality. Any future declines in real estate values in the New Jersey, New York and Pennsylvania markets that the Company serves also may result in increases in delinquencies and losses in its loan portfolios. Further, such declines in real estate values could impact values in the Company’s debt securities investment portfolio, ultimately resulting in an adverse effect on the Company’s profitability, capital and asset quality. Stress in the real estate market, combined with any weakness in economic conditions could drive losses beyond that which is provided for in the Company’s allowance for credit losses. In that event, the Company’s earnings and capital could be adversely affected.

Furthermore, stress in the real estate market could severely impact the Company’s ability to sell residential mortgage loans and SBA 7a loans on the secondary market. The inability to sell such loans would adversely impact the Company’s noninterest revenue and hence negatively impact earnings and capital.

A significant portion of the Company’s loan portfolio is secured by commercial real estate and events that negatively impact the commercial real estate market could adversely affect our asset quality and profitability for those loans secured by real property and increase the number of defaults and the level of losses within our loan portfolio.

A significant portion of the Company’s loan portfolio is secured by commercial real estate. As of December 31, 2025, total commercial real estate loans, including construction loans, represented 56.6 percent of our loan portfolio. Included in this portfolio are loans to industries including hotel/motel, food/beverage services, educational facilities, retail, warehouse, office, religious facilities, automotive, healthcare facilities, gas station and educational facilities. Additionally, mixed-use loans, in their hybrid nature, may include these industries, as well as others not denoted above. These types of loans generally expose a lender to a higher degree of credit risk of non-payment and loss than residential mortgage loans due to several factors, including dependence on the successful operation of a business or a project for repayment. Further, the Company facilitates construction-to-permanent financing, which may come with heightened credit risks.  In addition, commercial real estate loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one-to-four family residential mortgage loans. The value of the real estate collateral that provides an alternate source of repayment in the event of default by the borrower could deteriorate during the time the credit is extended. Underwriting, portfolio management activities and other credit administration functions, cannot completely eliminate all risks related to these loans. Any significant failure to pay on time by our clients or a significant default by our clients would materially and adversely affect us.

Concentrations in commercial real estate are closely monitored by regulatory agencies and subject to especially heightened scrutiny both on a public and confidential basis. Any formal or informal action by our supervisors may require us to increase our reserves on these loans and adversely impact our earnings and capital.

A downturn in the real estate market in our primary market areas could result in an increase in the number of borrowers who default on their loans and a reduction in the value of the collateral securing their loans, which in turn could have an adverse effect on our profitability and asset quality. If we are required to liquidate the collateral securing a loan to satisfy

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the debt during a period of reduced real estate values, our earnings and shareholders’ equity could be adversely affected. Any weakening of the commercial real estate market may increase the likelihood of default on these loans, which could negatively impact our loan portfolio’s performance and asset quality. For example, any declines in commercial real estate prices in the New Jersey, New York and Pennsylvania markets we primarily serve, along with the unpredictable long-term path of the economy, may result in increases in delinquencies and losses in our loan portfolios. Unexpected decreases in commercial real estate prices coupled with slow economic growth and elevated levels of unemployment could drive losses beyond those which are provided for in our allowance for credit losses. We also may incur losses on commercial real estate loans due to declines in occupancy rates and rental rates, which may decrease property values and may decrease the likelihood that a borrower may find permanent financing alternatives. Any of these events could increase our costs, require Management's time and attention, and materially and adversely affect us.

Small Business Administration lending is an important part of our business. Our SBA lending program is dependent upon the U.S. federal government, and we face specific risks associated with originating SBA loans.

Our SBA lending program is dependent upon the U.S. federal government. The SBA periodically reviews the lending operations of participating lenders to assess, among other things, whether the lender exhibits prudent risk management. When weaknesses are identified, the SBA may request corrective actions or impose enforcement actions. Any changes to the SBA program, including but not limited to changes to the level of guarantee provided by the federal government on SBA loans, changes to ongoing SBA servicing related expenses, changes to program specific rules impacting volume eligibility under the guaranty program, as well as changes to the program amounts authorized by Congress or funding for the SBA program may also have a material adverse effect on our business. In addition, any default by the U.S. government on its obligations or any prolonged government shutdown could, among other things, impede our ability to originate SBA loans or sell such loans in the secondary market, which could materially and adversely affect our business, results of operations and financial condition.

The SBA’s 7(a) Loan Program is the SBA’s primary program for helping start-up and existing small businesses, with financing guaranteed for a variety of general business purposes. Typically, we sell the guaranteed portion of our SBA 7(a) loans in the secondary market. These sales result in premium income for us at the time of sale and create a stream of future servicing income, as we retain the servicing rights to these loans. For the reasons described above, we may not be able to continue originating these loans or selling them in the secondary market. Furthermore, even if we are able to continue to originate and sell SBA 7(a) loans in the secondary market, we might not continue to realize premiums upon the sale of the guaranteed portion of these loans or the premiums may decline due to economic and competitive factors. When we originate SBA loans, we incur credit risk on the non-guaranteed portion of the loans, and if a customer defaults on a loan, we share any loss and recovery related to the loan pro-rata with the SBA. If the SBA establishes that a loss on an SBA guaranteed loan is attributable to significant technical deficiencies in the manner in which the loan was originated, funded or serviced by us, the SBA may seek recovery of the principal loss related to the deficiency from us. Generally, we do not maintain reserves or loss allowances for such potential claims and any such claims could materially and adversely affect our business, financial condition or results of operations.

The laws, regulations and standard operating procedures that are applicable to SBA loan products may change in the future. We cannot predict the effects of these changes on our business and profitability. Because government regulation greatly affects the business and financial results of all commercial banks and bank holding companies and especially our organization, changes in the laws, regulations and procedures applicable to SBA loans could adversely affect our ability to operate profitably.

The non-guaranteed portion of SBA loans that we retain on our balance sheet as well as the guaranteed portion of SBA loans that we sell could expose us to various credit and default risks.

We have historically originated a significant number of SBA loans, and sold a significant portion of the guaranteed portions of these loans on the secondary market. We generally retain the non-guaranteed portions of the SBA loans that we originate. Consequently, as of December 31, 2025, we held $34.3 million of SBA loans on our balance sheet, $5.4 million of which primarily consisted of the non-guaranteed portion of SBA loans. The non-guaranteed portion of SBA loans have a higher degree of credit risk and risk of loss as compared to the guaranteed portion of such loans. We generally retain the

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non-guaranteed portions of the SBA loans that we originate and sell, and to the extent the borrowers of such loans experience financial difficulties, our financial condition and results of operations would be adversely impacted.

When we sell the guaranteed portion of SBA loans in the ordinary course of business, we are required to make certain representations and warranties to the purchaser about the SBA loans and the manner in which they were originated. Under these agreements, we may be required to repurchase the guaranteed portion of the SBA loan if we have breached any of these representations or warranties, in which case we may record a loss. In addition, if repurchase and indemnity demands increase on loans that we sell from our portfolio, our liquidity, results of operations and financial condition could be adversely affected.

Imposition of limits by bank regulators on commercial real estate lending activities could curtail our growth and adversely affect our earnings.

In 2006, the OCC, the FDIC, and the FRB, or collectively, the Agencies, issued joint guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices,” or the “CRE Guidance.” Although the CRE Guidance did not establish specific lending limits, it provides that a bank’s commercial real estate lending exposure will receive increased supervisory scrutiny where total nonowner occupied commercial real estate loans, including loans secured by apartment buildings, investor commercial real estate, and construction and land loans, represent 300% or more of an institution’s total risk-based capital, and the outstanding balance of the commercial real estate loan portfolio has increased by 50% or more during the preceding 36 months. Using regulatory guidance definitions, the Bank’s commercial real estate loan balance was $868.9 million at December 31, 2025 and commercial real estate loans represented 231.92% of the Bank’s risk-based capital at December 31, 2025, a decrease from 235.05% at December 31, 2024.

In December 2015, the Agencies released a new statement on prudent risk management for commercial real estate lending, or the “2015 Statement.” In the 2015 Statement, the Agencies, among other things, indicated the intent to continue “to pay special attention” to commercial real estate lending activities and concentrations going forward. If the FDIC, our primary federal regulator, were to impose restrictions on the amount of such loans we can hold in our portfolio or require us to implement additional compliance measures, for reasons noted above or otherwise, our earnings could be adversely affected as would our earnings per share.

There is a risk that the Company may not be repaid in a timely manner, or at all, for loans it makes or securities it holds.

The risk of nonpayment (or deferred or delayed payment) of loans is inherent in banking. Such nonpayment, or delayed or deferred payment, of loans to the Company may have a material adverse effect on its earnings and overall financial condition, such as increased provision for credit losses, asset recovery costs and lower interest income. Additionally, in compliance with applicable banking laws and regulations and U.S. Generally Accepted Accounting Principles (“ U.S. GAAP”), the Company maintains an allowance for credit losses created through charges against earnings. As of December 31, 2025, the Company’s allowance for credit losses was $32.3 million, or 1.27 percent of its total loan portfolio and 108.40 percent of its nonaccrual loans. The Company’s marketing focus on small to medium size businesses may result in the assumption by the Company of certain lending risks that are different from or greater than those which would apply to loans made to larger companies. The Company seeks to minimize its credit risk exposure through credit controls, which include evaluation of potential borrowers’ available collateral, liquidity, cash flow and debt service coverage (both individually and globally). However, there can be no assurance that such procedures will actually reduce credit losses.

The risk of nonpayment (or deferred or delayed payment) on securities is also inherent in banking. Such nonpayment, or delayed or deferred payment on securities held by the Company, if they occur may have a material adverse effect on the Company’s earnings and overall financial condition. The Company seeks to minimize its credit risk exposure on securities through ongoing monitoring and credit controls, which evaluate the financial condition of the issuer of the securities. However, there can be no assurance that such procedures will actually reduce credit losses.

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The Company’s allowance for credit losses may not be adequate to cover actual losses.

Like all financial institutions, the Company maintains an allowance for credit losses to provide for loan defaults and nonperformance. Its allowance for credit losses may not be adequate to cover actual losses and future provisions for credit losses could materially and adversely affect the results of operations. Risks within the loan portfolio are analyzed on a continuous basis by Management and, periodically, by an independent loan review function as overseen by the Audit Committee. A risk system, consisting of multiple-grading categories, is utilized as an analytical tool to assess risk and the appropriate level of credit loss reserves. Along with the risk system, Management further evaluates risk characteristics of the loan portfolio under current economic conditions and considers such factors as the financial condition of the borrowers, past and expected credit loss experience, historical trends and other factors that Management feels deserve recognition in establishing an adequate reserve. This risk assessment process is performed at least quarterly and, as adjustments become necessary, they are realized in the periods in which they become known. The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates that may be beyond the Company’s control, and these losses may exceed current estimates. State and federal regulatory agencies, as an integral part of their examination process, review the Company’s loans and allowance for credit losses and may require an increase in its allowance for credit losses. Although the Company believes that its allowance for credit losses is adequate to cover probable and reasonably estimated losses, there can be no assurance that the Company will not further increase the allowance for credit losses or that its regulators will not require an increase to this allowance. Either of these occurrences could adversely affect the Company’s earnings.

The Company is subject to interest rate risk and variations in interest rates may negatively affect its financial performance.

Net interest income, the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities, represents a significant portion of the Company’s earnings. Both increases and decreases in the interest rate environment may reduce the Company’s profits. Interest rates are subject to factors which are beyond the Company’s control, including general economic conditions, competition and policies of various governmental and regulatory agencies, such as the FRB. Changes in monetary policy, including changes in interest rates and/or quantitative easing or tightening protocols, could influence not only the interest the Company receives on loans and investment securities and the amount of interest it pays on deposits and borrowings, but such changes could also affect (i) the ability to originate loans and obtain deposits, (ii) the fair value of financial assets and liabilities, including the held to maturity and available for sale securities portfolios and (iii) the average duration of interest-earning assets. This also includes the risk that interest-earning assets may be more responsive to changes in interest rates than interest-bearing liabilities, or vice versa (repricing risk), the risk that the individual interest rates or rate indexes underlying various interest-earning assets and interest-bearing liabilities may not change in the same degree over a given time period (basis risk) and the risk of changing interest rate relationships across the spectrum of interest-earning asset and interest-bearing liability maturities (yield curve risk). The Company monitors interest rate risk through its asset liability management process; however, there are no assurances that this process will reduce interest rate risk exposures.

The banking business is subject to significant government regulations.

The Company is subject to extensive governmental supervision, regulation and control. These laws and regulations are subject to change and may require substantial modifications to the Company’s operations or may cause it to incur substantial additional compliance costs. These laws and regulations are designed to protect depositors and the public, but not the Company’s shareholders. In addition, future legislation and government policy could adversely affect the commercial banking industry and the Company’s operations. Such governing laws can be anticipated to continue to be the subject of future modification. The Company’s Management cannot predict what effect any such future modifications will have on the Company’s operations. In addition, the primary focus of federal and state banking regulation is the protection of depositors and not the shareholders of the regulated institutions.

For example, the Dodd-Frank Act has resulted in substantial compliance costs and may restrict certain sources of revenue. The Dodd-Frank Act was signed into law on July 21, 2011. Generally, the Act is effective the day after it is signed into law, but different effective dates apply to specific sections of this law, many of which will not become effective until various Federal regulatory agencies have promulgated rules implementing the statutory provisions. In addition, subsequent

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legislation and regulatory action has, and future legislation and regulatory action may, amend or revise various provisions of the Dodd-Frank Act.

Uncertainty remains as to the ultimate impact of the Dodd-Frank Act and the implementing regulations thereunder, which could have a material adverse impact either on the financial services industry as a whole, or on the Company’s business, results of operations and financial condition. It is difficult to predict at this time what specific impact certain provisions and yet-to-be-finalized rules and regulations will have on the Company, including any regulations promulgated by the CFPB. Financial reform legislation and rules could have adverse implications on the financial industry, the competitive environment and the Company’s ability to conduct business. Management will have to apply resources to ensure compliance with all applicable provisions of regulatory reforms, including the Dodd-Frank Act and any implementing rules, which may increase the Company’s costs of operations and adversely impact its earnings.

The provisions of the Dodd-Frank Act, as well as any other aspects of current or proposed regulatory or legislative changes to laws or regulations applicable to the financial industry, may impact the profitability of business activities and may change certain business practices, including the ability to offer new products, obtain financing, attract deposits, make loans and achieve satisfactory interest spreads, and could expose the Company to additional costs, including increased compliance costs. These changes also may require the Company to invest significant management attention and resources to make any necessary changes to operations in order to comply, and could therefore also materially and adversely affect business, financial condition and results of operations.

The Company is subject to changes in accounting policies or accounting standards.

Understanding the Company’s accounting policies is fundamental to understanding its financial results. Some of these policies require the use of estimates and assumptions that may affect the value of assets or liabilities and financial results. The Company has identified its accounting policies regarding the allowance for credit losses to be critical because they require Management to make difficult, subjective and complex judgments about matters that are inherently uncertain. Under these policies, it is possible that materially different amounts would be reported under different conditions, using different assumptions, or as new information becomes available.

From time to time, the Financial Accounting Standards Board (“FASB”) and the U.S. Securities and Exchange Commission (“SEC”) change their guidance governing the form and content of the Company’s external financial statements. In addition, accounting standard setters and those who interpret U.S. GAAP, such as the FASB, SEC, banking regulators and the Company’s outside auditors, may change or even reverse their previous interpretations or positions on how these standards should be applied. Such changes are expected to continue. Changes in U.S. GAAP and changes in current interpretations are beyond the Company’s control, can be hard to predict and could materially impact how it reports financial results and condition. In certain cases, the Company could be required to apply a new or revised guidance retroactively or apply existing guidance differently, which may result in restating prior period financial statements for material amounts. Additionally, significant changes to U.S. GAAP may require costly technology changes, additional training and personnel and other expenses that would negatively impact results of operations.

We are dependent on the use of data and modeling in our management’s decision-making, and faulty data or modeling approaches could negatively impact our decision-making ability or possibly subject us to regulatory scrutiny in the future.

The use of statistical and quantitative models, and other quantitative and qualitative analyses, is necessary for bank decision-making, and the employment of such analyses is becoming increasingly widespread in our operations.

Liquidity stress testing, interest rate sensitivity analysis, the identification of possible violations of anti-money laundering regulations and the estimation of credit losses are all examples of areas in which we are dependent on models and the data that underlies them. The use of statistical and quantitative models is also becoming more prevalent in regulatory compliance. While we are not currently subject to annual Dodd-Frank stress testing and the Comprehensive Capital Analysis and Review submissions, we anticipate that model-derived testing may become more extensively implemented by regulators in the future.

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We anticipate data-based modeling will penetrate further into bank decision-making, particularly risk management efforts, as the capacities developed to meet rigorous stress testing requirements are able to be employed more widely and in differing applications. While we believe these quantitative techniques and approaches improve our decision-making, they also create the possibility that faulty data or flawed quantitative approaches could negatively impact our decision-making ability or, if we become subject to regulatory stress-testing in the future, adverse regulatory scrutiny. Secondarily, because of the complexity inherent in these approaches, misunderstanding or misuse of their outputs could similarly result in suboptimal decision-making.

There is the risk that the Company will be insufficiently liquid to meet its obligations as they come due.

Liquidity risk is the potential that the Company will be unable to meet its obligations as they come due because of an inability to liquidate assets or obtain adequate funding on a timely basis, at a reasonable cost and within acceptable risk tolerances.

Liquidity is required to fund various obligations, including credit commitments to borrowers, mortgage and other loan originations, withdrawals by depositors, repayment of borrowings, dividends to shareholders, operating expenses and capital expenditures.

Liquidity is derived primarily from deposit growth and retention; principal and interest payments on loans; principal and interest payments on investment securities; sale, maturity and prepayment of investment securities; net cash provided from operations and access to other funding sources. Customer account balances can decrease when customers perceive alternative investments, such as fixed income securities or money market funds, as providing a better risk/return trade off or if customers are concerned about the safety of their deposits. If customers move money out of bank deposits and into other investments, or if customers perceive a risk in leaving their deposits with the Bank and transfer the deposits to larger institutions seen as less risky, the Company could lose a low-cost source of funds, increasing its funding costs and reducing the Company’s net interest income and net income.

As of December 31, 2025, the Company had $882.9 million in time deposits, comprising 38.0% of total deposits. Time deposits maturing within one year were $842.4 million, or 95.4% of time deposits and 36.2% of total deposits. Additionally, as of December 31, 2025, uninsured or uncollateralized deposits represented 21.7% of total deposits. The Company’s liquidity position could be impacted by these deposits if its customers decide to withdraw funds at maturity and invest in non-deposit products, including but not limited to U.S. Treasuries, money market funds and other alternative sources. Additionally, the Company’s earnings could be impacted if interest rates increase and the Company needs to increase the rates offered on deposits to retain these funds. The Company’s management and Board of Directors monitors the deposit composition of its Consolidated Balance Sheet through various Board and Management reporting on a regular basis.

The Company maintains elevated wholesale funding balances, including brokered deposits, FHLB advances and other borrowing and deposit sources. These types of wholesale funding typically result in higher funding costs compared to other sources and reduce the Company’s net interest income and net income. Additionally, these sources typically are only available to the Company if the Bank maintains certain capital levels. The Company’s management team monitors wholesale funding as a composition of its Consolidated Balance Sheet via the risk management process; however, wholesale deposits may be more prone to liquidity risk.

The Company’s access to funding sources in amounts adequate to finance its activities could be impaired by factors that affect the Company specifically or the financial services industry in general. Factors that could detrimentally impact access to liquidity sources include a decrease in the level of business activity due to persistent weakness, or downturn, in the economy or adverse regulatory action against the Company. The Company’s ability to borrow could also be impaired by factors that are not necessarily specific to it, such as a severe disruption of the financial markets or negative views and expectations about the prospects for the financial services industry as a whole.

There are current proposals from the Federal Housing Finance Agency (“FHFA”), the regulatory of the Federal Home Loan Bank (“FHLB”) system, to refocus on the FHLB’s housing mission. This proposal would require many banks to hold at least 10% of their assets in residential mortgages in order to maintain access to FHLB funding. If these proposals change

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or progress, this could impact the Company’s ability to borrow from the FHLB and require it to find other sources of credit, including borrowing directly from the FRB.

The Company is in competition with many other banks, including larger commercial banks which have greater resources, as well as “fintech” companies for loan and deposit customers.

The banking industry within the State of New Jersey is highly competitive. The Company’s principal market area is also served by branch offices of large commercial banks and thrift institutions. In addition, the Modernization Act permits other financial entities, such as insurance companies and securities firms, to acquire or form financial institutions, thereby further increasing competition.  In addition, financial technology companies, either directly or in partnership with other insured depository institutions, compete for loan and deposit customers. Similarly, larger legacy non-financial companies, such as Apple, Alphabet and Amazon, are further increasing competition to compete for loans, deposits and payments. A number of the Company’s competitors have substantially greater resources than it does to expend upon advertising and marketing, and their substantially greater capitalization enables them to make much larger loans. Additionally, many of these competitors have less regulation than the Company as they are not financial institutions. The Company’s success depends a great deal upon its judgment that large and mid-size financial institutions do not adequately serve small businesses in its principal market area and upon the Company’s ability to compete favorably for such customers. In addition to competition from larger institutions, the Company also faces competition for individuals and small businesses from small community banks seeking to compete as “hometown” institutions. Most of these smaller institutions have focused their marketing efforts on the smaller end of the small business market the Company serves.

In January 2022, the Federal Reserve issued “Money Payments: The U.S. Dollar in the Age of Digital Transformation” which discusses a U.S. central bank digital currency (“CBDC”). While this is in the earliest of stages, if this CBDC is implemented by the Federal Reserve, it could change banking on a larger scale as Americans would be able to transact directly with the Federal Reserve and may not need Banks to serve as intermediaries.

The Company has also been active in competing for New Jersey governmental and municipal deposits. At December 31, 2025, the Company held approximately $444.9 million in governmental and municipal deposits. The governor of New Jersey has proposed that the state form and own a bank in which governmental and municipal entities would deposit their excess funds, with the state owned bank then financing small businesses and municipal projects in New Jersey. While no legislation has been introduced in the state legislature, the New Jersey Public Bank Implementation Board has provided its final recommendations to the governor, including that the public bank entity should not be a depository institution but should seek funding from a diverse range of investors and non-depository investment vehicles. However, should this proposal be adopted and a state owned bank formed, it could impede the Company’s ability to attract and retain governmental and municipal deposits, thereby impairing the Company’s liquidity.

The emergence of U.S. dollar–denominated stablecoins and the evolving legislative and regulatory landscape governing them—including recently proposed and enacted federal frameworks such as the GENIUS Act and other stablecoin specific bills—may adversely affect our deposit base, liquidity profile, and competitive position.

As stablecoins become more widely adopted for payments and value storage, customers may shift funds from traditional bank deposits into digital assets, potentially reducing our low cost funding sources and increasing our reliance on more expensive or volatile funding alternatives. New legislation could also impose operational, compliance, cybersecurity, or reporting requirements on financial institutions that interact with stablecoin issuers, custodians, or users. The pace and direction of regulatory change remain uncertain, and future rules could materially impact our ability to compete, our cost structure, or the behavior of our customers. Any of these developments could adversely affect our business, financial condition, and results of operations.

The nature and growth rate of our loan portfolio may expose us to increased lending risks.

Given the significant growth in our loan portfolio, many of our loans are unseasoned, meaning that they were originated relatively recently. Approximately 42.1% of our loan portfolio has been originated in the past three years. As a result, it may be difficult to predict the future performance of our loan portfolio. These loans may have delinquency or charge-off levels above our expectations, which could negatively affect our performance.

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Additionally, although the majority of residential mortgages historically originated by the Bank would be considered Qualified Mortgages, the Bank has and may continue to make residential mortgage loans that would not qualify. As a result, the Bank might experience increased compliance costs, loan losses, litigation related expenses and delays in taking title to real estate collateral, if these loans do not perform and borrowers challenge whether the Bank satisfied the ability-to-repay rule upon originating the loan.

Future offerings of common stock or debt securities may adversely affect the market price of the Company’s stock.

In the future, if the Company’s or the Bank’s capital ratios fall below the prevailing regulatory minimums, or if the Company seeks to pursue growth opportunities such as acquisitions, the Company or the Bank may be required to raise additional capital through offerings of common stock, preferred stock, subordinated debt, senior debt, or other capital instruments. Any such equity offerings may dilute the holdings of existing shareholders or reduce the market price of the Company’s common stock, or both. Debt offerings could increase the Company’s interest expense, impose restrictive covenants, or otherwise adversely affect the Company’s financial condition. There can be no assurance that any such capital could be raised on acceptable terms, or at all. Future offerings of common stock may adversely affect the market price of the Company’s stock.

The Company cannot predict how changes in technology will impact its business.

The financial services market, including banking services, is increasingly affected by advances in technology, including developments in:

telecommunications;

data processing;

artificial intelligence, (“AI”);

automation;

Internet-based banking;

Stablecoins and other crypto currencies;

Tele-banking;

debit cards/smart cards

The Company’s ability to compete successfully in the future will depend on whether it can anticipate and respond to technological changes. Due to the rise of AI, technological advances are occurring in the industry at an unprecedented pace. To develop these and other new technologies and protect against cyber security threats, the Company will likely have to make additional capital investments. Although the Company continually invests in new technology, it cannot assure that it will have sufficient resources or access to the necessary proprietary technology to remain competitive in the future.

The Company’s information systems may experience an interruption or breach in security.

The Company relies heavily on communications and information systems to conduct its business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in the Company’s customer-relationship management, general ledger, deposit, loan and other systems.

The Company is further exposed to the risk that its external vendors may be unable to fulfill their contractual obligations (or will be subject to the same risk of fraud or operational errors by their respective employees) and to the risk that the Company’s (or its vendors’) business continuity and data security systems prove to be inadequate. The Company maintains a system of comprehensive policies and a control framework designed to monitor vendor risks including, among other things, (i) changes in the vendor’s organizational structure or internal controls; (ii) changes in the vendor’s financial condition; (iii) changes in the vendor’s support for existing products and services and (iv) changes in the vendor’s strategic focus. In addition, the Company maintains cyber liability insurance to mitigate against certain losses it may incur.

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While the Company has policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of its information systems, there can be no assurance that any such failures, interruptions or security breaches will not occur; or, if they do occur, that they will be adequately addressed. Further cyber risk exposure will likely remain elevated in the future as a result of the Company’s expansion of internet and mobile banking tools and new product roll out. The occurrence of any failures, interruptions or security breaches of the Company’s information systems could damage the Company’s reputation, result in a loss of customer business, subject the Company to additional regulatory scrutiny or expose the Company to civil litigation and possible financial liability; any of which could have a material adverse effect on the Company’s financial condition and results of operations.

The Company maintains an incident response and business continuity framework, which is periodically tested through tabletop exercises involving executive management, senior leadership and other critical business functions. These exercises are intended to support effective decision making, communication and coordination during cybersecurity or operational incidents; however, there can be no assurance that such measures will be effective in all circumstances.

For further information, please refer to Item 1C in this document.

The Company’s business strategy could be adversely affected if it is not able to attract and retain skilled employees and manage expenses.

The Company expects to continue to experience growth in the scope of its operations and, correspondingly, in the number of its employees and customers. The Company may not be able to successfully manage its business as a result of the strain on Management and operations that may result from this growth. The Company’s ability to manage this growth will depend upon its ability to continue to attract, hire and retain skilled employees.  The Company’s success will also depend on the ability of its officers and key employees to continue to implement and improve operational and other systems, to manage multiple, concurrent customer relationships and to hire, train and manage employees. Further, given the rise of “remote” and “hybrid” working models, the Company is in competition with more companies and industries for employee retention. The Company’s potential inability to retain key employees could have a material adverse effect on its financial condition and results of operations. As a community banking organization, the Company is highly reliant on key employees, including its Chief Executive Officer, President, Chief Financial Officer, heads of key operational areas, area managers, business development officers and loan officers. The loss of these employees could have an adverse impact on the Company’s operating capacities and the ability to implement growth strategies and adversely impact the financial performance.

Pandemic or other health related events may have a material adverse effect on operations and financial condition.

The outbreak of disease or other health related events on a regional, national or global level and the government’s reaction to such events, may have a material adverse effect on commerce, which may, in turn impact the Company’s lines of business as well as the businesses of its customers.

Climate change, hurricanes, flooding, earthquakes, terrorism or other adverse events could negatively affect local economies or disrupt operations, which would have an adverse effect on the Company’s business or results of operations.

There is an increasing concern over the risks of climate change and related environmental sustainability matters. Climate change presents (i) physical risks from the direct impacts of changing climate patterns and acute weather events and (ii) transition risks from changes in regulations, disruptive technologies, and shifting market dynamics towards a lower carbon economy. The physical risks of climate change include discrete events such as hurricanes, flooding, earthquakes that can disrupt the Company’s operations, result in damage to its properties  and negatively affect the local economies in which it operates. Ongoing legislative or regulatory uncertainties and changes regarding climate risk management and practices may result in higher regulatory, compliance, credit and reputational risks and costs. Climate change could also present incremental risks to the execution of the Company’s long-term strategy. Additionally, transitioning to a low-carbon economy may entail extensive policy, legal, technology and market initiatives.

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In addition, our reputation and client relationships may be damaged as a result of our practices related to climate change, including our involvement, or our clients’ involvement, in certain industries or projects, in the absence of mitigation and/or transition measures, associated with causing or exacerbating climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations relating to climate change. As climate risk is interconnected with all key risk types, the Company continues to embed climate risk considerations into risk management strategies.

Furthermore, these weather events may result in a decline in value or destruction of properties securing loans and an increase in delinquencies, foreclosures and credit losses. The Company does maintain property insurance policies to cover certain costs associated with these events; however, it is possible that the expenses may exceed coverage, may not be covered at all or may ultimately increase costs associated with future insurance premiums.

Additionally, New York City and New Jersey remain central targets for potential acts of terrorism against the United States. Such events could affect the stability of the Company’s deposit base, impair the ability of borrowers to repay outstanding loans, impair the value of collateral securing loans, cause significant property damage, result in loss of revenue and/or cause the Company to incur additional expenses. The occurrence of any such event in the future could have material adverse effect on the business, which in turn, could have a materially adverse impact on the financial condition and results of operations of the Company.

Our use of artificial intelligence, including generative artificial intelligence, may expose us to operational, regulatory, legal, and reputational risks that could adversely affect our business, financial condition, and results of operations.

We use, and expect to continue to expand our use of, artificial intelligence and machine learning technologies, including generative artificial intelligence models, in our operations and through third-party vendors. These technologies are complex, rapidly evolving, and may not perform as intended. AI systems may produce inaccurate, biased, or unpredictable results, which could lead to flawed business decisions, customer harm, control failures, or violations of law or regulation, including consumer protection and fair lending requirements.

The regulatory and supervisory framework governing the use of artificial intelligence in the banking industry is developing and remains uncertain. Banking regulators have increased scrutiny of AI-related practices, including governance, model risk management, explainability, data usage, and third-party oversight. New laws, regulations, or supervisory expectations could limit our ability to deploy AI technologies, require significant changes to our systems or processes, increase compliance costs, or result in supervisory actions, fines, or penalties if our use of AI is deemed noncompliant or unsafe.

The use of AI, including generative AI, may also increase cybersecurity, data privacy, and information security risks. AI systems may require access to sensitive customer or proprietary information, and any failure to adequately safeguard such data, prevent misuse, or comply with applicable privacy and data protection laws could result in regulatory enforcement actions, litigation, financial losses, and reputational harm.

We also face risks from reliance on third-party vendors that develop or utilize AI technologies. These vendors may use proprietary or opaque models, limit our ability to validate or monitor AI-driven outcomes, or fail to maintain adequate controls. Disruptions, deficiencies, or misconduct by such vendors could adversely affect our operations, compliance posture, or customer relationships.

If we are unable to effectively manage the risks associated with artificial intelligence and emerging technologies, or if these technologies fail to operate as intended, our business, financial condition, and results of operations could be materially adversely affected.

The Company may be adversely affected by changes in U.S. federal tax laws and state and local tax laws.

The Company’s business may be adversely affected by changes in tax laws if there are any increases in its federal income tax rates. Further, the Company’s business may be adversely affected by changes in tax laws if there are any increases in its state and local tax rates in markets where it has locations.

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The Company’s financial results and condition may be adversely impacted by banking failures or future similar events.

Certain events impacting the banking industry, including the bank failures in March and April 2023, resulted in significant disruption and volatility in the capital markets, reduced valuation of bank securities, and decreased confidence in banks among certain depositors and counterparties. While the U.S. Department of Treasury, the Federal Reserve, and the FDIC took steps to ensure the depositors of the failed banks in early 2023 would have access to their insured and uninsured deposits, there is no assurance that these or similar actions will restore customer confidence in the baking system, and the Company may be further impacted by concerns regarding the soundness, real or perceived, of other financial institutions or other future bank failures or disruptions. Any loss in client deposits or changes in the Company’s perception could increase the cost of funding, limit access to capital markets or negatively impact the Company’s overall liquidity or capitalization. Further, the cost of resolving the bank failures also prompted the FDIC to issue a special assessment to recover costs to the DIF. The special assessment did not impact the Company; however, the FDIC maintains the ability to impose additional shortfall special assessments, which may adversely impact the Company, in the future.

Claims and litigation could result in significant expenses, losses and damage to the Company’s reputation.

From time to time, as a part of the Company’s normal course of business, customers, bankruptcy trustees, former customers, contractual counterparties, third parties and current and former employees may make claims and take legal action against the Company based on the actions or inactions of the Company. If such claims and legal actions are undertaken and are not resolved in a manner favorable to the Company, they may result in financial liability and/or adversely affect the market perception of the Company. Any financial liability could have a material impact on the Company’s financial condition and results of operations. Any reputational damages could have a material adverse effect on the Company’s business.

Failure to successfully implement the Company’s growth strategies could cause it to incur substantial costs, which may not be recouped and adversely affect its future profitability.

From time to time, the Company may implement new lines of business, open new branches or offer new products and services. There are substantial risks and uncertainties associated with these efforts. The Company may invest significant time and resources, which may not be fully recouped if profitability targets are not proven feasible. External factors such as compliance with regulations, competitive alternatives and shifting customer preferences may also impact successful implementation. Failure to successfully manage these risks may have a material adverse impact on the Company’s business, results of operations and financial condition.

Further, in order to continue growth, the Company may need to seek additional capital. The Company will be required to maintain its regulatory capital levels at levels higher than the minimum set by its regulators. If the Company were required to raise capital to implement growth strategies, the Company can offer no assurances that it will be able to raise capital in the future or that the terms of the capital will be beneficial to its existing shareholders. In the event that the Company is unable to raise capital in the future, the Company may not be able to continue its growth strategy.

A component of the Company’s growth strategies may include merger & acquisition opportunities. Attractive merger and acquisition opportunities may not be available to the Company in the future as other banking and financial service companies, many of which have greater resources, will compete with the Company in acquiring potential target companies. This competition could increase prices of potential acquisitions that may be attractive. Additionally mergers and acquisitions are subject to various regulatory approvals. If regulatory approvals are not obtained, the Company would not be able to consummate a merger or acquisition that may be in the Company’s best interests. Lastly, the Company has limited merger and acquisition experience, which may minimize the deals available or the ability to appropriately analyze and operationally execute a merger or acquisition. This may adversely impact the operating results.

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The Company may not be able to detect money laundering and other illegal or improper activities fully, or on a timely basis, which could expose the company to additional liability and could have a material adverse effect.

The Company is required to comply with anti-money laundering, anti-terrorism and other laws and regulations in the United States. These laws and regulations require the Company to adopt and enforce “know-your-customer” policies and procedures and to report suspicious and larger transactions to applicable regulatory authorities. These laws and regulations have become increasingly complex and detailed, require improved systems, sophisticated monitoring and compliance personnel and have become the subject of enhanced government supervision.

Although the Company has policies and procedures aimed at detecting and preventing the use of its banking network for money laundering and related activities, those policies and procedures may not eliminate instances in which the Company may be used by customers to engage in illegal or improper activities. To the extent that the Company fails to fully comply with the applicable laws and regulations, banking agencies may have the authority to impose fines, other penalties and sanctions on the Company.

The Company may not be able to detect fraudulent activities fully, or on a timely basis, which could expose the Company to financial losses, reputational harm and regulatory scrutiny.

The Company is required to maintain robust internal controls, monitoring systems, and reporting mechanisms designed to prevent, detect, and address fraud committed by customers, employees, vendors, or other third parties. Fraud related risks have become increasingly complex as digital channels expand, criminal schemes evolve, and expectations from regulators and industry stakeholders continue to rise.

Although the Company has implemented policies, procedures, and technological safeguards intended to identify and mitigate fraudulent behavior, these measures may not prevent all instances of fraud. Fraudulent activities may be sophisticated, coordinated, or intentionally concealed, and may involve identity theft, account takeover, unauthorized transactions, misappropriation of funds, or manipulation of internal processes. To the extent the Company fails to detect or prevent fraudulent activity, it may suffer financial losses, incur increased operational costs, face customer disputes, or experience reputational damage. In addition, regulators may impose fines, penalties, or other sanctions if the Company’s fraud prevention controls are deemed inadequate or if the Company fails to comply with applicable laws, regulations, or supervisory expectations.

The Company’s ability to maintain its reputation is critical to the success of the business and the failure to do so may adversely impact its performance.

The Company’s reputation is one of the most valuable components of its business. As such, the Company strives to conduct its business in a manner that maintains its reputation. If the Company’s reputation is negatively impacted by the actions of an employee, certain litigations, regulatory actions, or certain financial concerns, the business and therefore the operating results may be adversely impacted.

In addition, stakeholder expectations regarding environmental, social, and governance matters continue to evolve and are not uniform. We have established, and may continue to establish, various goals and initiatives on these matters. We cannot guarantee that we will achieve these goals and initiatives. Any failure, or perceived failure, by us to achieve these goals and initiatives could adversely affect our reputation and results of operations.

The Company’s controls and procedures may fail or be circumvented, which may result in a material adverse effect on its business, results of operations and financial condition.

The Company’s Management periodically reviews and updates its internal controls, policies and procedures. Any system of controls is in part based on certain assumptions and can only provide reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Company and its results of operations and financial condition.

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Anti-takeover provisions in corporate documents and in New Jersey corporate law may make it difficult and expensive to remove current management.

Anti-takeover provisions in corporate documents and in New Jersey law may render the removal of the existing Board of Directors and management more difficult. Consequently, it may be difficult and expensive for the shareholders to remove current management, even if current management is not performing adequately.

Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations:

The purpose of this analysis is to provide the reader with information relevant to understanding and assessing the Company’s results of operations and financial condition for each of the past two years. In order to fully appreciate this analysis, the reader is encouraged to review the consolidated financial statements and accompanying notes thereto appearing under Item 8 of this report and statistical data presented in this document.

Overview

Unity Bancorp, Inc. (the “Parent Company”) is a financial holding company incorporated in New Jersey and registered under the Bank Holding Company Act of 1956, as amended. Its wholly-owned subsidiary, Unity Bank (the “Bank” or,

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when consolidated with the Parent Company, the “Company”) is chartered by the New Jersey Department of Banking and Insurance and commenced operations on September 13, 1991. The Bank provides a full range of commercial and retail banking services through online banking platforms and its twenty-two branch offices located in Bergen, Hunterdon, Middlesex, Morris, Ocean, Somerset, Union and Warren counties in New Jersey and Northampton County in Pennsylvania. These services include the acceptance of demand, savings and time deposits and the extension of consumer, real estate, SBA and other commercial credits. The Bank has multiple subsidiaries used to hold part of its investment, other real estate owned and loan portfolios.

The below table reflects a 5-year trend of the Company’s net income and return on average equity, (“ROE”):

Results of Operations

Net income totaled $58.0 million, or $5.67 per diluted share for the year ended December 31, 2025, compared to $41.5 million, or $4.06 per diluted share for the year ended December 31, 2024.

Highlights for the year include:

Net income increased 39.8 percent to $58.0 million from $41.5 million in the prior year.

Net income per diluted share increased 39.7 percent to $5.67 per share from $4.06 per share in the prior year.

Net interest income increased $18.4 million, or 18.7 percent, to $117.0 million from $98.6 million in the prior year, primarily due to increased volume and rate of interest-earning assets and decrease in rate of interest-bearing liabilities, partially offset by increases in the volume of interest-bearing liabilities.

Net interest margin for the year ending December 31, 2025 increased 36 basis points to 4.52 percent compared to 4.16 percent in the prior year.

Noninterest income was $14.8 million, a 74.5 percent increase compared to $8.5 million in the prior year, primarily due to increased net securities gains, service and loan fee and branch fee income. The increased net

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gains on securities was primarily driven by $1.7 million in unrealized gains and $3.5 million in realized gains on the Patriot National Bancorp, Inc. position.

Noninterest expense totaled $52.4 million, an increase of $3.7 million when compared to $48.7 million in the prior year. The increase was primarily due to increased compensation and benefits, processing and communications, director fees and occupancy expenses, partially offset by a decrease in loan related expenses.

Net income before provision for income taxes increased 38.8 percent to $75.5 million from $54.4 million in the prior year.

The effective tax rate decreased to 23.3 percent compared to 23.8 percent in the prior year.

Total securities decreased $21.0 million, or 14.5 percent from the prior year. The decrease was driven by a decrease in debt securities available for sale and held to maturity, primarily resulting from principal paydowns, calls and maturities, partially offset by purchases and mark to market gains of debt securities available for sale.

Total gross loans increased $284.1 million, or 12.6 percent from the prior year. The increase was primarily driven by a 18.5 percent increase in commercial loans, 13.1 percent increase in commercial construction and 7.3 percent increase in residential mortgage loans, partially offset by a 19.4 percent decrease in residential construction loans.

Total deposits increased $223.7 million, or 10.7 percent from the prior year. The increase was primarily driven by increases in brokered deposits, time deposits, interest-bearing demand deposits, savings deposits and noninterest-bearing demand deposits.

Total borrowed funds increased $35.3 million, or 16.0 percent from the prior year.

The Company’s performance ratios for the past two years are listed in the following table:

For the years ended December 31,

Net income per common share - Basic (1)

Net income per common share - Diluted (2)

Return on average assets

Return on average equity (3)

Dividend payout ratio (4)

Average equity to average assets (5)

Defined as net income divided by weighted average shares outstanding.

Defined as net income divided by the sum of weighted average shares and the potential dilutive impact of the exercise of outstanding options.

Defined as net income divided by average shareholders’ equity.

Defined as dividends declared per share divided by diluted net income per share.

Defined as average equity divided by average total assets.

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The below table provides net income for 2024 and the component reconciliation to net income for 2025:

The table below an annualized non-GAAP reconciliation of adjustments called out in the chart above:

For the 12 months ended

(In thousands, except percentages and per share amounts)

December 31, 2025

December 31, 2024

Adjusted net income:

Net income (GAAP)

Adjustments:

Less: Release of credit losses, securities

Less: Net securities gains, pertaining to one-time sales

Less: Net securities gains, unrealized

Add: Adjusted release of income taxes

Adjusted net income (non-GAAP)

Net Interest Income

The primary source of the Company’s operating income is net interest income, which is the difference between interest and dividends earned on interest-earning assets and net deferred fees earned on loans, versus interest paid on interest-bearing liabilities. Interest-earning assets include loans to consumers and businesses, investment securities, Federal Home Loan Bank (“FHLB”) stock, and interest-earning deposits. Interest-bearing liabilities include interest-bearing demand, savings, brokered and time deposits, borrowed funds and subordinated debentures.

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2025 compared to 2024

During 2025, tax-equivalent net interest income amounted to $117.0 million, an increase of $18.4 million, or 18.7 percent, when compared to the same period in 2024. The net interest margin increased 36 basis points to 4.52 percent for the year ended December 31, 2025, compared to 4.16 percent for the same period in 2024. The net interest spread was 3.69 percent for 2025, a 40 basis point increase compared to 3.29 for the same period in 2024.

During 2025, tax-equivalent interest income was $173.6 million, an increase of $17.9 million, or 11.5 percent, when compared to the same period in the prior year. This increase was mainly driven by the increase in the average balance of loans and in the yield on loans.

Of the $17.9 million increase in interest income on a tax-equivalent basis, $12.9 million was due to the increased average volume of interest-earning assets and $5.0 million was due to increased yields on average interest-earning assets.

The average volume of interest-earning assets increased $216.5 million to $2.6 billion for 2025 compared to $2.4 billion for 2024. This was primarily due to a $214.0 million increase in average loans, with growth in commercial and residential mortgage loans. The increase was complemented by a $7.4 million increase in average interest-bearing deposits, partially offset by a $3.8 million and $1.1 million decrease in average investment securities and FHLB stock, respectively.

The yield on total interest-earning assets increased 14 basis points to 6.71 percent for the year ended December 31, 2025 when compared to 2024. The yield on the loan portfolio increased 20 basis points to 6.76 percent.

Total interest expense was $56.6 million in 2025, a decrease of $0.5 million or 0.9 percent compared to 2024. This decrease was primarily driven by the decrease in the cost of deposits and the decreased average balance of borrowed funds and subordinated debentures, which was partially offset by an increase in the volume of time deposits and interest-bearing demand deposits.

Of the $0.5 million decrease in interest expense, $4.9 million was due to decreased rates on average interest-bearing deposits, while $1.0 million and $0.3 million was due to the decreased volume and rate of borrowed funds and subordinated debentures, respectively, which was partially offset by an increase of $5.7 million related to volume of average interest-bearing deposits.

The average cost of interest-bearing liabilities decreased 26 basis points to 3.02 percent in 2025 when compared to 2024. The cost of interest-bearing deposits decreased 25 basis points in 2025. The cost of borrowed funds and subordinated debentures decreased 24 basis points in 2025.

Interest-bearing liabilities averaged $1.9 billion in 2025, an increase of $132.9 million, compared to 2024. The increase in interest-bearing liabilities was primarily due to increases in time deposits and  interest-bearing demand deposits, partially offset by increases in borrowed funds and subordinated debentures and brokered deposits.

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The following table provides a 5 year look back at yield on interest-earning assets, cost of interest-bearing liabilities and net interest margin.

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Consolidated Average Balance Sheets

The following table reflects the components of net interest income, setting forth for the periods presented herein: (1) average assets, liabilities and shareholders’ equity, (2) interest income earned on interest-earning assets and interest expense paid on interest-bearing liabilities, (3) average yields earned on interest-earning assets and average rates paid on interest-bearing liabilities, (4) net interest spread and (5) net interest income/margin on average interest-earning assets. Rates/yields are computed on a fully tax-equivalent basis, assuming a federal income tax rate of 21 percent.

(Dollar amounts in thousands, interest amounts and interest rates/yields on a fully tax-equivalent basis)

For the years ended December 31,

Average

Average

balance

Interest

Rate/Yield

balance

Interest

Rate/Yield

ASSETS

Interest-earning assets:

Interest-bearing deposits

Federal Home Loan Bank ("FHLB") stock

Securities:

Taxable

Tax-exempt

Total securities (A)

Loans:

SBA loans

Commercial loans

Commercial construction loans

Residential mortgage loans

Consumer loans

Residential construction loans

Total loans (B)

Total interest-earning assets

Noninterest-earning assets:

Cash and due from banks

Allowance for credit losses

Other assets

Total noninterest-earning assets

Total assets

LIABILITIES AND SHAREHOLDERS' EQUITY

Interest-bearing liabilities:

Interest-bearing demand deposits

Savings deposits

Brokered deposits

Time deposits

Total interest-bearing deposits

Borrowed funds and subordinated debentures

Total interest-bearing liabilities

Noninterest-bearing liabilities:

Noninterest-bearing demand deposits

Other liabilities

Total noninterest-bearing liabilities

Total shareholders' equity

Total liabilities and shareholders' equity

Net interest spread

Tax-equivalent basis adjustment

Net interest income

Net interest margin

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Yields related to securities exempt from federal and state income taxes are stated on a fully tax-equivalent basis, assuming a federal tax rate of 21 percent in 2025 and 2024.

The loan averages are stated net of unearned income, and the averages include loans on which the accrual of interest has been discontinued.

The rate volume table below presents an analysis of the impact on interest income and expense resulting from changes in average volume and rates over the periods presented. Changes that are not solely due to volume or rate variances have been allocated proportionally to both, based on their relative absolute values. Amounts have been computed on a tax-equivalent basis, assuming a federal income tax rate of 21 percent.

For the years ended December 31,

2025 versus 2024

Increase (decrease) due to change in:

(In thousands on a tax-equivalent basis)

Volume

Rate

Net

Interest income:

Interest-bearing deposits

FHLB stock

Securities

Loans

Total interest income

Interest expense:

Demand deposits

Savings deposits

Brokered deposits

Time deposits

Total interest-bearing deposits

Borrowed funds and subordinated debentures

Total interest expense

Net interest income - fully tax-equivalent

Decrease in tax-equivalent adjustment

Net interest income

Provision for Credit Losses

The provision for credit losses for loans totaled $6.7 million for 2025, compared to $2.4 million in 2024. The provision for credit losses for loans increased $4.3 million for the year ended 2025 primarily due to loan growth, with additional increases in qualitative adjustments due to increased nonaccrual assets.

The provision for credit losses for off-balance sheet exposures totaled to $66 thousand for the year ended December 31, 2025, compared to $1 thousand at December 31, 2024.

For the year ending December 31, 2025, there was a release in credit losses for debt securities of $2.8 million compared to a provision for credit losses for debt securities of $1.5 million for the prior year. The $2.8 million of release relates to the Patriot National Bancorp, Inc. position that was converted to restricted stock in 2025. There were no nonaccrual securities at December 31, 2025, compared to $2.0 million at December 31, 2024.

Each period’s credit loss provision is the result of Management’s analysis of the loan portfolio and reflects changes in the size and composition of the portfolio, the level of net charge-offs, delinquencies, current and expected economic conditions and other internal and external factors impacting the risk within the loan portfolio. Additional information may be found under the captions “Financial Condition - Asset Quality” and “Financial Condition - Allowance for Credit Losses and Reserve for Unfunded Loan Commitments.”

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Noninterest Income

The following table shows the components of noninterest income for the past two years:

For the years ended December 31,

(In thousands)

Branch fee income

Service and loan fee income

Gain on sale of SBA loans held for sale, net

Gain on sale of mortgage loans, net

BOLI income

Net securities gains

Other income

Total noninterest income

Noninterest income was $14.8 million for 2025, a $6.3 million increase compared to $8.5 million for 2024. This increase was primarily due to increased net gains on securities, service and loan fee income, branch fee income and BOLI income. The increased net gains on securities was primarily driven by $1.7 million in unrealized gains and $3.5 million in realized gains on the Patriot National Bancorp, Inc. position.

Noninterest Expense

The following table shows the components of noninterest expense for the past two years:

For the years ended December 31,

(In thousands)

Compensation and benefits

Processing and communications

Occupancy

Furniture and equipment

Professional services

Advertising

Loan related expenses

Deposit insurance

Director fees

Other expenses

Total noninterest expense

Noninterest expense totaled $52.4 million for the year ended December 31, 2025, an increase of $3.7 million when compared to $48.7 million in 2024. The majority of this increase is attributable to increased compensation and benefits, processing and communications, director fee and occupancy expenses, partially offset by decreased loan related expense.

Income Tax Expense

For 2025, the Company reported income tax expense of $17.6 million for an effective tax rate of 23.3%, compared to an income tax expense of $12.9 million and an effective tax rate of 23.8% in 2024. During the fourth quarter of 2025, Unity purchased $8.0 million of federal tax credits for $7.5 million, resulting in $0.5 million of tax savings. The Company intends to evaluate other tax credit opportunities on an ongoing basis, subject to market availability and regulatory considerations.

For additional information on income taxes, see Note 11 to the Consolidated Financial Statements.

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Financial Condition

Total assets increased $312.6 million, or 11.8 percent, to $3.0 billion at December 31, 2025, when compared to year end 2024. This increase was primarily due to an increase of $284.1 million in gross loans, mostly due to increases of $236.7 million in commercial loan growth, $46.3 million in residential mortgages, $17.0 million in commercial construction loans and $8.5 million in consumer loans partially offset by decreases of $17.6 in residential construction, $4.1 million in SBA loans held for investment and $2.7 million in loans held for sale. Total assets also included an increase of $36.1 million in total cash and cash equivalents, partially offset by a decrease of $21.0 million in securities.

Total deposits increased $223.7 million, or 10.7 percent, to $2.3 billion at December 31, 2025. This increase was primarily due to increases of $56.3 million in brokered deposits, $51.4 million in time deposits, $47.3 million in interest-bearing demand deposits, $43.9 million in savings deposits and $24.8 million in noninterest-bearing demand deposits. Borrowed funds increased $35.3 million to $255.8 million at December 31, 2025.

Total shareholders’ equity increased $50.0 million when compared to December 31, 2024, due to earnings and an increase in common stock, offset by dividends paid and share repurchases.

These fluctuations are discussed in further detail in the sections that follow.

Securities

The Company’s securities portfolio consists of available for sale (“AFS”) debt securities, held to maturity (“HTM”) debt securities and equity investments. Management determines the appropriate security classification of AFS and HTM at the time of purchase. The investment securities portfolio is maintained for asset-liability management purposes, as well as for liquidity and earnings purposes.

The following table provides the major components of AFS debt securities, HTM debt securities and equity investments at their carrying value as of December 31, 2025 and December 31, 2024:

(In thousands)

December 31, 2025

December 31, 2024

Available for sale, at fair value:

U.S. Government sponsored entities

State and political subdivisions

Residential mortgage-backed securities

Asset backed securities

Corporate and other securities

Total securities available for sale

Held to maturity, at amortized cost:

U.S. Government sponsored entities

State and political subdivisions

Residential mortgage-backed securities

Total securities held to maturity

Equity Securities, at fair value:

Total Equity Securities

AFS debt securities are investments carried at fair value that may be sold in response to changing market and interest rate conditions, liquidity management purposes, or for other business purposes. Activity in this portfolio is undertaken primarily to manage liquidity and interest rate risk, to take advantage of market conditions that create economically attractive returns and as an additional source of earnings. AFS debt securities consist primarily of obligations of U.S. Government sponsored entities, state and political subdivisions, residential mortgage-backed securities, asset backed securities and corporate and other securities.

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AFS debt securities totaled $70.9 million at December 31, 2025, a decrease of $23.0 million or 24.5 percent, compared to $93.9 million at December 31, 2024. This net decrease was the result of:

$37.2 million in principal payments, maturities and called bonds,

$2.0 million transfer of senior debt security modification to equity (net of valuation allowance),

$1.0 million in proceeds from sales,

$0.2 million in unrealized losses recognized through earnings,

Partially offset by purchases of $15.5 million; and

$1.9 million of appreciation in the market value of the portfolio. At December 31, 2025, the portfolio had a net unrealized loss of $1.6 million compared to a net unrealized loss of $3.5 million at December 31, 2024. These net unrealized losses are reflected net of tax in shareholders’ equity as accumulated other comprehensive loss.

For the year ended December 31, 2025, there was a release in credit losses on AFS debt securities of $2.8 million compared to a provision of $1.5 million for year ended December 31, 2024. The change in provision was entirely attributable to Patriot National Bancorp for which a partial valuation allowance was recognized in the second quarter of 2024 and the fourth quarter of 2023. During the year ended December 31, 2025, Unity released all valuation allowances related to the debt position and converted the position to equity.

The weighted average life of AFS debt securities, adjusted for prepayments, amounted to 5.1 years and 4.9 years at December 31, 2025 and 2024, respectively. The effective duration of AFS debt securities amounted to 1.9 and 1.4 years at December 31, 2025 and 2024, respectively.

HTM debt securities, which are carried at amortized cost, are investments for which there is the positive intent and ability to hold to maturity. The portfolio is comprised of obligations of U.S. Government sponsored entities, state and political subdivisions and residential mortgage-backed securities.

HTM debt securities totaled $36.6 million at December 31, 2025, a decrease of $4.7 million, or 11.4 percent, compared to $41.3 million at December 31, 2024. The decrease was due to:

$4.8 million in principal paydowns; and

Partially offset by $0.1 million in net accretion

The weighted average life of HTM debt securities, adjusted for prepayments, amounted to 14.8 years and 14.3 years at December 31, 2025 and 2024, respectively. As of December 31, 2025, the fair value of HTM debt securities was $30.4 million, compared to $33.8 million at December 31, 2024. The effective duration of HTM debt securities amounted to 10.7 and 9.0 years at December 31, 2025 and 2024, respectively.

Equity securities are investments carried at fair value that may be sold in response to changing market and interest rate conditions or for other business purposes. Activity in this portfolio is undertaken primarily to manage liquidity and interest rate risk, to take advantage of market conditions that create economically attractive returns and as an additional source of earnings. Additionally, equity securities consist of Community Reinvestment Act ("CRA") investments and the equity holdings of financial institutions.

Equity securities totaled $16.6 million at December 31, 2025, an increase of $6.7 million, or 68.2 percent, compared to $9.9 million at December 31, 2024. This net increase was the result of:

$3.5 million of realized gains,

$2.1 million of unrealized gains,

Conversion of senior debt to common equity $5.0 million,

Purchases of $2.7 million ; and

Partially offset by $6.6 million in sales

The following table provides the remaining contractual maturities and average yields, calculated on a yield-to-maturity basis, within the investment portfolios. The carrying value of securities at December 31, 2025 is distributed by contractual

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maturity. Residential mortgage-backed securities and other securities, which may have principal prepayment provisions, are distributed based on contractual maturity. Expected maturities will differ materially from contractual maturities as a result of early prepayments and calls.

Within one year

After one through five years

After five through ten years

After ten years

Total carrying value

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

Amount

Yield

(In thousands, except percentages)

Available for sale, at fair value:

U.S. Government sponsored entities

State and political subdivisions

Residential mortgage-backed securities

Asset backed securities

Corporate and other securities

Total debt securities available for sale

Held to maturity, at cost:

U.S. Government sponsored entities

State and political subdivisions

Residential mortgage-backed securities

Total debt securities held for maturity

Securities with a carrying value of $69.2 million and $11.5 million at December 31, 2025 and December 31, 2024, respectively, were pledged to secure other borrowings and for other purposes required or permitted by law. There were no securities encumbered at December 31, 2025 and December 31, 2024.

Approximately 57 and 63 percent of the total investment portfolio had a fixed rate of interest at December 31, 2025 and December 31, 2024, respectively.

For additional information on securities, see Note 2 to the Consolidated Financial Statements.

Loans

The loan portfolio, which represents the Company’s largest asset group, is a significant source of both interest and fee income. The portfolio consists of SBA, commercial, commercial construction, residential mortgage, consumer and residential construction loans. Each of these segments is subject to differing levels of credit and interest rate risk.

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Total loans were $2.5 billion at December 31, 2025, an increase of $284.1 million or 12.6 percent when compared to year end 2024. Commercial, residential mortgage, commercial construction and consumer loans increased $236.6 million, $46.3 million, $17.0 million and $8.5 million, respectively, partially offset by decreases in residential construction, SBA loans held for investment and loans held for sale of $17.6 million, $4.0 million and $2.7 million, respectively. The Company’s loan portfolio had an average outstanding principal balance of $0.7 million per loan as of December 31, 2025.

The following table sets forth the classification of loans by loan type, including unearned fees and deferred costs and excluding the allowance for credit losses as of December 31, 2025 and December 31, 2024:

In thousands, except percentages

December 31, 2025

December 31, 2024

Loans held for sale

SBA loans

Commercial loans

SBA 504

Commercial & industrial

Commercial mortgage - owner occupied

Commercial mortgage - nonowner occupied

Other

Total commercial loans

Commercial construction loans

Residential mortgage loans

Primary residence

Secondary residence

Investor property

Total residential mortgage loans

Consumer loans

Home equity

Consumer other

Total consumer loans

Residential construction loans

Total gross loans

Below is a table of the geographic loan allocation of the Bank’s Commercial loan portfolio at December 31, 2025:

New Jersey

New York

Pennsylvania

Other

Commercial loans

SBA 504

Commercial & industrial

Commercial mortgage - owner occupied

Commercial mortgage - nonowner occupied

Other

Commercial construction loans

Total

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The following table presents the estimated weighted average loan-to-value ratio for the commercial mortgage portfolio as of December 31, 2025:

(In thousands, except percentages)

Amount

Loan-to-Value*

Commercial loans

Commercial mortgage - owner occupied

Commercial mortgage - nonowner occupied

Total commercial mortgage loans

* The above includes last known appraised value on real estate collateral only.

The table below shows the breakdown of industry of the commercial mortgage – owner occupied portfolio as of December 31, 2025:

(In thousands)

Commercial mortgage - owner occupied

Industry type:

Mixed-use

Hotel/Motel

Food/Beverage services

Educational facilities

Retail

Warehouse

Office

Religious facilities

Automotive

Healthcare facilities

Gas Station

Other

Total as of December 31, 2025

The Other category above is predominantly comprised of land, airports and multi-family loans.

The table below shows the breakdown of industry of the commercial mortgage – nonowner occupied portfolio as of December 31, 2025:

(In thousands)

Commercial mortgage - nonowner occupied

Industry type:

Mixed-use

Retail

Office

Warehouse

Healthcare facilities

Educational facilities

Other

Total as of December 31, 2025

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The Other category above is predominantly comprised of multi-family, land, hotels and automotive loans.

SBA 7(a) loans, on which the SBA historically has provided guarantees of up to 90 percent of the principal balance, are considered a higher risk loan product for the Company than its other loan products. These loans are made to small businesses for the purposes of providing working capital and for financing the purchase of equipment, inventory or commercial real estate. Generally, an SBA 7(a) loan has a lower quality credit profile that would not allow the borrower to qualify for a traditional commercial loan, which is why the SBA provides the guarantee. These loans may have a higher loan to value (“LTV”) ratio, lower debt service coverage (“DSC”) ratio and/or weak personal financial guarantees. In addition, many SBA 7(a) loans are for startup businesses where there is no historical financial information. Finally, many SBA borrowers do not have an ongoing and continuous banking relationship with the Bank and work with the Bank on a single transaction. The guaranteed portion of the Company’s SBA loans may be sold in the secondary market.

SBA 7(a) loans held for sale, carried at the lower of cost or market, amounted to $8.0 million at December 31, 2025, a decrease of $4.2 million from $12.2 million at December 31, 2024. SBA 7(a) loans held for investment amounted to $34.3 million at December 31, 2025, a decrease of $4.0 million from $38.3 million at December 31, 2024. The yield on SBA 7(a) loans, which is generally floating and adjusts quarterly to the Prime Rate, was 7.87 percent for the year ended December 31, 2025, compared to 8.56 percent in the prior year.

The guarantee rates on SBA 7(a) loans range from 75 percent to 90 percent, with the majority of the portfolio having a guarantee rate of 75 percent at origination. The guarantee rates are determined by the SBA and can vary from year to year depending on government funding and the goals of the SBA program. Approximately $49.2 million and $72.6 million in SBA loans were sold but serviced by the Company at December 31, 2025 and December 31, 2024, respectively, and are not included on the Company’s Balance Sheet. There is no direct relationship or correlation between the guarantee percentages and the level of charge-offs and recoveries on the Company’s SBA 7(a) loans. SBA loans are underwritten to the same credit standards irrespective of the guarantee percentage.

Commercial loans are generally made in the Company’s marketplace for the purpose of providing working capital, financing the purchase of equipment, inventory or commercial real estate and for other business purposes. These loans amounted to $1.5 billion at December 31, 2025, an increase of $236.6 million from year end 2024. The yield on commercial loans was 6.68 percent for 2025, compared to 6.28 percent for the same period in 2024. The SBA 504 program, which consists of real estate backed commercial mortgages where the Company has the first mortgage and the SBA has the second mortgage on the property, is included in the Commercial loan portfolio. The Commercial Real Estate sub-category includes both owner occupied and non-owner occupied commercial mortgages.

Commercial construction loans amounted to $147.2 million for 2025, an increase of $17.0 million from the $130.2 million at 2024. The yield on commercial construction loans was 8.21 percent for 2025, compared to 8.81 percent for the same period in 2024.

Residential mortgage loans consist of loans secured by 1 to 4 family residential properties. These loans amounted to $677.2 million at December 31, 2025, an increase of $46.3 million from year end 2024. Sales of mortgage loans totaled $67.3 million and $65.3 million for 2025 and 2024, respectively. Approximately $66.3 million and $75.5 million in residential loans were sold but serviced by the Company at December 31, 2025 and December 31, 2024, respectively, and are not included on the Company’s Balance Sheet. The yield on residential mortgages was 6.32 percent for 2025, compared to 6.04 percent for 2024. Residential mortgage loans maintained in portfolio are generally to individuals that do not qualify for conventional financing. In extending credit to this category of borrowers, the Bank considers other mitigating factors such as credit history, equity and liquid reserves of the borrower. As a result, the residential mortgage loan portfolio of the Bank includes fixed and adjustable rate mortgages with rates that exceed the rates on conventional fixed-rate mortgage loan products but are typically not considered high priced mortgages.

Consumer loans consist of home equity loans and loans for the purpose of financing the purchase of consumer goods, home improvements and other personal needs, and are generally secured by 1 to 4 residential properties. These loans amounted to $85.2 million at December 31, 2025, an increase of $8.5 million from December 31, 2024. The yield on consumer loans was 7.08 percent for 2025, compared to 7.77 percent for 2024.

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Residential construction loans consist of short-term loans for the purpose of funding the costs of building a home. These loans amounted to $73.3 million at December 31, 2025, a decrease of $17.6 million from December 31, 2024. The yield on residential construction loans was 9.45 percent for 2025, compared to 8.61 percent for 2024.

There are no concentrations of loans to any borrowers or group of borrowers exceeding 10 percent of the total loan portfolio.

In the normal course of business, the Company may originate loan products whose terms could give rise to additional credit risk. Interest-only loans, loans with high LTV ratios, construction loans with payments made from interest reserves and multiple loans supported by the same collateral (e.g. home equity loans) are examples of such products. However, these products are not material to the Company’s financial position and are closely managed via credit controls that mitigate their additional inherent risk. Management does not believe that these products create a concentration of credit risk in the Company’s loan portfolio. The Company does not have any option adjustable rate mortgage loans.

The majority of the Company’s loans are secured by real estate. Declines in the market values of real estate in the Company’s trade area impact the value of the collateral securing its loans. This could lead to greater losses in the event of defaults on loans secured by real estate. At December 31, 2025 and 2024, approximately 96 percent of the Company’s loan portfolio was secured by real estate.

The table below shows the balances of loans serviced for others as of December 31, 2025 and 2024:

(In thousands)

Ending balance:

SBA loans held for investment

Residential mortgage

Commercial

Total loans serviced for others

The following table presents the maturity distribution of the loan portfolio at December 31, 2025:

December 31, 2025

(In thousands)

One year or less

One to five years

Five to fifteen years

Over fifteen years

Total

Loans held for sale

SBA loans

Commercial loans

SBA 504 loans

Commercial & industrial

Commercial real estate

Commercial construction

Residential mortgage loans

Consumer loans

Home equity

Consumer other

Residential construction loans

Total

Total (as a percentage of total loans)

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The following table presents the contractual maturities after one year for fixed and adjustable rate loans within each loan category at December 31, 2025:

(In thousands)

Loans Maturing After One Year

Loan Type

Fixed Rate

Adjustable Rate

Total

Loans held for sale

SBA loans

Commercial loans

SBA 504

Commercial & industrial

Commercial real estate

Commercial construction loans

Residential mortgage loans

Consumer loans

Home equity

Consumer other

Residential construction loans

Total

For additional information on loans, see Note 3 to the Consolidated Financial Statements.

Asset Quality

The following table sets forth information concerning nonperforming assets and loans past due 90 days or more and still accruing interest at December 31, 2025 and December 31, 2024:

(In thousands, except percentages)

Nonaccrual by category:

SBA loans held for investment

Commercial loans

Residential mortgage loans

Consumer loans

Residential construction loans

Total nonaccrual loans

Debt securities available for sale, net of valuation allowance

OREO

Total nonaccrual assets

Past due 90 days or more and still accruing interest:

Residential mortgage loans

Total past due 90 days or more and still accruing interest

Nonaccrual loans to total loans

Nonaccrual assets to total assets

Nonaccrual loans were $29.8 million at December 31, 2025, a $16.7 million increase from $13.1 million at year end 2024. Since year-end 2024, nonaccrual loans in the commercial, residential mortgage and consumer loan segments increased, partially offset by a decrease in nonaccrual SBA held for investment and residential construction. The increase primarily reflects one $15.5 million well-secured commercial real estate relationship that migrated to nonaccrual status during the

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quarter. In addition, there were no loans past due 90 days or more and still accruing interest at December 31, 2025, compared to $0.8 million at December 31, 2024.

The Company also monitors potential problem loans. Potential problem loans are those loans where information about possible credit problems of borrowers causes Management to have doubts as to the ability of such borrowers to comply with loan repayment terms. These loans are categorized by their non-passing risk rating and performing loan status. Potential problem loans totaled $11.5 million at December 31, 2025, a decrease of $3.1 million from $14.6 million at December 31, 2024.

There were no nonaccrual securities at December 31, 2025, compared to $2.0 million at December 31, 2024.

For additional information on asset quality, see Note 3 to the Consolidated Financial Statements.

Allowance for Credit Losses and Reserve for Unfunded Loan Commitments

The allowance for credit losses totaled $32.3 million at December 31, 2025, compared to $26.8 million at December 31, 2024, with resulting allowance to total loan ratios of 1.27 percent and 1.18 percent, respectively. Net charge-offs amounted to $1.1 million for 2025, compared to $1.5 million for 2024.

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The following table is a summary of the changes to the allowance for credit losses for December 31, 2025 and 2024, including net charge-offs to average loan ratios for each major loan category:

(In thousands, except percentages)

Balance, beginning of period

Provision for credit losses for loans charged to expense

Less: Charge-offs

SBA loans held for investment

Commercial loans

Residential mortgage loans

Consumer loans

Residential construction loans

Total charge-offs

Add: Recoveries

SBA loans held for investment

Commercial loans

Residential mortgage loans

Consumer loans

Residential construction loans

Total recoveries

Net charge-offs

Balance, end of period

Selected loan quality ratios:

Net charge-offs (recoveries) to average loan segment:

SBA loans held for investment

Commercial loans

Residential mortgage loans

Consumer loans

Residential construction loans

Total loans

Allowance to total loans

Allowance to nonaccrual loans

The following table sets forth, for each of the major lending categories, the amount of reserve allocated to nonaccrual loans of each category and the amount of the allowance for credit losses allocated to each category and the percentage of total loans represented by such category as of December 31, 2025 and 2024. The allocated allowance is the total of identified specific and general reserves by loan category. The allocation is not necessarily indicative of the categories in which future losses may occur. The total allowance is available to absorb losses from any segment of the portfolio.

reserve to

loans

reserve to

loans

Reserve

nonaccrual

to total

Reserve

nonaccrual

to total

(In thousands, except percentages)

amount

loans

loans

amount

loans

loans

Balance applicable to:

SBA loans

Commercial loans

Residential mortgage loans

Consumer loans

Residential construction loans

Total loans

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The Company maintains a reserve for unfunded loan commitments at a level that Management believes is adequate to absorb estimated expected losses. Adjustments to the reserve are made through provision for credit losses and applied to the reserve which is classified as Accrued expenses and other liabilities. At December 31, 2025, a $0.7 million commitment reserve was reported, compared to a $0.6 million reserve at December 31, 2024.

See Note 4 to the accompanying Consolidated Financial Statements for more information regarding the Allowance for Credit Losses and Reserve for Unfunded Loan Commitments.

Deposits

Deposits, which include noninterest-bearing demand deposits, interest-bearing demand deposits, savings deposits, brokered deposits and time deposits, are the primary source of the Company’s funds. The Company offers a variety of products designed to attract and retain customers, with primary focus on building and expanding relationships. The Company continues to focus on establishing a comprehensive relationship with business borrowers, seeking deposits, as well as, lending relationships.

The following table shows year-end deposits and the concentration of each category of deposits for the past two years:

(In thousands, except percentages)

Amount

% of total

Amount

% of total

Ending balance:

Noninterest-bearing demand deposits

Interest-bearing demand deposits

Savings deposits

Brokered deposits

Time deposits

Total deposits

The following table details the maturity distribution of time deposits, inclusive of brokered time deposits, as of December 31, 2025 and 2024.

More than

More than

three

six months

Three

months

through

More than

months or

through six

twelve

twelve

(In thousands)

less

months

months

months

Total

At December 31, 2025:

Less than $250,000

$250,000 or more

Total by maturity

At December 31, 2024:

Less than $250,000

$250,000 or more

Total by maturity

Total deposits increased $223.7 million to $2.3 billion at December 31, 2025. This increase in deposits was due to increases of $56.3 million in brokered deposits, $51.4 million in time deposits, $47.3 million in interest-bearing demand deposits, $43.9 million in savings deposits, and $24.8 million in noninterest-bearing demand deposits. The change in the composition of the portfolio from December 31, 2024 reflects a 25.8 percent increase in brokered deposits, 14.7 percent increase in interest-bearing demand deposits, 8.9  percent increase in savings deposits, 8.2 percent increase in time deposits and 5.6 percent increase in noninterest-bearing demand deposits. The Company’s brokered deposit portfolio

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contains time deposit type products, savings type products and interest-bearing demand deposit type products. The Company’s deposit composition as of December 31, 2025, consisted of 20.0% in noninterest bearing demand deposits, 17.5% in interest-bearing demand deposits, 24.4% in savings deposits and 38.1% in time deposits.

The following table shows average deposits and the concentration of each category of deposits for the past two years:

For the years ended December 31,

(In thousands, except percentages)

Amount

% of total

Amount

% of total

Average balance:

Noninterest-bearing demand deposits

Interest-bearing demand deposits

Savings deposits

Brokered deposits

Time deposits

Total deposits

As of December 31, 2025, the Company's municipal deposits consisted of $415.2 million from New Jersey and $29.7 million from Pennsylvania which are collateralized by Municipal Letter of Credits (“MULOCs”) issued by the FHLB.

The following table represents uninsured/uncollateralized deposits broken out between consumer, business and municipal customers (excluding brokered deposits) as of December 31, 2025:

(In thousands)

Consumer

Business

Municipal

Brokered

At December 31, 2025:

Total deposits

Uninsured/uncollateralized deposits

As of December 31, 2025 and December 31, 2024, uninsured and uncollateralized deposits amounted to $503.5 million and $412.2 million respectively. This represented 21.7 percent of total deposits as of December, 31 2025 and 19.6 percent as of December 31, 2024.

The following table represents uninsured/uncollateralized time deposits by maturity date as of December 31, 2025:

More than

More than

three

six months

Three

months

through

More than

months or

through six

twelve

twelve

(In thousands)

less

months

months

months

Total

At December 31, 2025:

Uninsured/uncollateralized time deposits

For additional information on deposits, see Note 6 to the Consolidated Financial Statements.

Borrowed Funds and Subordinated Debentures

As part of the Company’s overall funding and liquidity management program, from time to time the Company borrows from the Federal Home Loan Bank of New York. Residential mortgages, commercial real estate loans and debt securities collateralize these borrowings.

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Borrowed funds and subordinated debentures totaled $266.1 million and $230.8 million at December 31, 2025 and December 31, 2024, respectively, and are broken down in the following table:

(In thousands)

December 31, 2025

December 31, 2024

FHLB borrowings:

Non-overnight, fixed rate advances

Overnight advances

Puttable advances

Subordinated debentures

Total borrowed funds and subordinated debentures

In December 2025, the FHLB issued a $240.0 million municipal deposits letter of credit in the name of Unity Bank naming the New Jersey Department of Banking and Insurance as beneficiary, to secure municipal deposits as required under New Jersey law, compared to a letter of credit with a balance of $180.0 million as of December 31, 2024. In December 2025, FHLB issued an additional $33.0 million municipal deposits letter of credit in the name of Unity Bank naming certain townships in Pennsylvania as beneficiary, to secure municipal deposits as required under Pennsylvania law, compared to a letter of credit with a balance of $28.0 million as of December 31, 2024.

At December 31, 2025, the Company had $247.0 million of additional credit available at the FHLB and the Company had $232.2 million of additional credit available at the FRB and $20 million from other sources. Pledging additional collateral in the form of 1 to 4 family residential mortgages, commercial loans and investment securities can increase the lines with the FHLB and FRB.

For the year ending December 31, 2025, average FHLB borrowings were $103.7  million with a weighted average cost of 3.44%. The maximum borrowing during the year was $387.4 million.

Subordinated Debentures

On July 24, 2006, Unity (NJ) Statutory Trust II, a statutory business trust and wholly-owned subsidiary of Unity Bancorp, Inc., issued $10.0 million of floating rate capital trust pass through securities to investors due on July 24, 2036. The subordinated debentures are redeemable in whole or part. For 2024 and 2025, the floating interest rate on the subordinated debentures is the three-month CME term Secured Overnight Financing Rate (“SOFR”) plus 262 basis points and reprices quarterly. The floating interest rate was 5.537% at December 31, 2025 and 6.189% at December 31, 2024.

Market Risk

Market risk for the Company is primarily limited to interest rate risk, which is the impact that changes in interest rates would have on future earnings. The Company’s Asset Liability Committee (“ALCO”) manages this risk. The principal objectives of ALCO are to establish prudent risk management guidelines, evaluate and control the level of interest rate risk in balance sheet accounts, determine the level of appropriate risk given the business focus, operating environment, capital and liquidity requirements and actively manage risk within Board-approved guidelines. ALCO reviews the maturities and repricing of loans, investments, deposits and borrowings, cash flow needs, current market conditions and interest rate levels.

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The following table presents the Company’s EVE and NII sensitivity exposure related to an instantaneous and sustained parallel shift in market interest rate of 100, 200 and 300 bps, which were all in compliance with Board approved tolerances at December 31, 2025 and December 31, 2024:

Estimated (Decrease)/Increase in EVE

Estimated 12 mo. (Decrease)/Increase in NII

(In thousands, except percentages)

EVE

Amount

Percent

NII

Amount

Percent

December 31, 2025

December 31, 2024

Liquidity

Liquidity measures the ability to satisfy current and future cash flow needs as they become due. A bank’s liquidity reflects its ability to meet loan demand, to accommodate possible outflows in deposits and borrowings and to take advantage of interest rate opportunities in the marketplace. The Company’s liquidity is monitored by Management and the Board of Directors which reviews historical funding requirements, the current liquidity position, sources and stability of funding, marketability of assets, options for attracting additional funds and anticipated future funding needs, including the level of unfunded commitments. The goal is to maintain sufficient asset-based liquidity to cover potential funding requirements in order to minimize dependence on volatile and potentially unstable funding markets.

The principal sources of funds at the Bank are deposits, scheduled amortization and prepayments of investment and loan interest principal, sales and maturities of investment securities, additional borrowings and funds provided by operations. While scheduled loan payments and maturing investments are relatively predictable sources of funds, deposit inflows and outflows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. The Consolidated Statement of Cash Flows provides detail on the Company’s sources and uses of cash, as well as an indication of the Company’s ability to maintain an adequate level of liquidity. As the Consolidated Bank comprises the majority of the assets of the Company, the Consolidated Statement of Cash Flows is indicative of the Consolidated Bank’s activity. At December 31, 2025, the balance of cash and cash equivalents was $216.5 million, an increase of $36.1 million from December 31, 2024. A discussion of the cash provided by and used in operating, investing and financing activities follows.

Operating activities provided $44.9 million and $47.9 million in net cash for the years ended December 31, 2025 and 2024, respectively. The primary sources of funds were net income from operations and adjustments to net income, such as the provision for credit losses and depreciation and amortization.

Investing activities used $256.8 million and $92.8 million in net cash for the years ended December 31, 2025 and 2024, respectively. Cash was primarily used to originate loans and purchase securities, partially offset by cash inflows from investment securities and loans.

Securities. The Company’s available for sale investment portfolio amounted to $70.9 million and $93.9 million at December 31, 2025 and December 31, 2024, respectively.

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Loans . The  loans held for sale portfolio amounted to $9.5 million and $12.2 million at December 31, 2025 and December 31, 2024, respectively. Sales of these loans provide an additional source of liquidity for the Company.

Outstanding Commitments and Lines of Credit . The Company was committed to advance approximately $508.5 million to its borrowers as of December 31, 2025, compared to $322.3 million at December 31, 2024. At December 31, 2025, $270.3 million of these commitments expire within one year, compared to $167.1 million at December 31, 2024. The Company had $5.9 million and $5.5 million in standby letters of credit at December 31, 2025 and December 31, 2024, respectively, which are included in the commitments amount noted above. The estimated fair value of these guarantees is not significant. The Company believes it has the necessary liquidity to honor all commitments. Many of these commitments will expire and never be funded.

Financing activities provided $248.0 million and $30.5 million in net cash for the years ended December 31, 2025 and 2024, respectively, primarily due to an increase in the Company’s deposits and borrowed funds.

Deposits . As of December 31, 2025, deposits included $444.9 million of Government deposits, as compared to $400.6 million at year end 2024. These deposits are generally short in duration and are very sensitive to price competition. The Company believes that the current level of these types of deposits is appropriate. Within this portfolio the average deposit size was $8.2 million as of December 31, 2025.

Borrowed Funds . Total FHLB borrowings amounted to $255.8 million and $220.5 million as of December 31, 2025 and 2024, respectively. As a member of the Federal Home Loan Bank of New York, the Company can borrow additional funds based on the market value of collateral pledged. At December 31, 2025, pledging provided an additional $247.0 million in borrowing potential from the FHLB, $232.2 million from the FRB and $20.0 million from other sources. In addition, the Company can pledge additional collateral in the form of 1 to 4 family residential mortgages, consumer loans, commercial loans or investment securities to increase these lines with the FHLB and FRB. As of December 31, 2025, total available funding plus cash on hand represented 142.1% of uninsured or uncollateralized deposits.

Off-Balance-Sheet Arrangements and Contractual Obligations

The Bank 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. These financial instruments include commitments to extend credit. These transactions may involve elements of credit and interest rate risk in excess of the amounts recognized in the Consolidated Balance Sheet. The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Bank upon extension of credit is based on Management’s credit evaluation of the borrower. As of December 31, 2025, the Bank had $363.5 million in unused lines of credit and $139.1 million in outstanding commitments to borrowers. As of December 31, 2024, the Bank had $239.3 million in unused lines of credit and $77.5 million in outstanding commitments to borrowers.

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The following table shows the amounts and expected maturities or payment periods of off-balance-sheet arrangements and contractual obligations as of December 31, 2025:

One year

One to

Three to

Over five

(In thousands)

or less

three years

five years

years

Total

Off-balance sheet arrangements:

Standby letters of credit

Contractual obligations:

Time deposits

Borrowed funds and subordinated debentures

Operating Leases

Total off-balance-sheet arrangements and contractual obligations

Standby letters of credit represent guarantees of payment issued by the Bank on behalf of a client that is used as "payment of last resort" should the client fail to fulfill a contractual commitment with a third party.

Time deposits have stated maturity dates. For additional information on time deposits, see Note 6 to the Consolidated Financial Statements.

Borrowed funds and subordinated debentures include fixed rate borrowings from the Federal Home Loan Bank and subordinated debentures. The borrowings have defined terms and under certain circumstances are callable at the option of the lender. For additional information on borrowed funds and subordinated debentures, see Note 7 to the Consolidated Financial Statements.

Capital Adequacy

A significant measure of the strength of a financial institution is its capital base. Shareholders’ equity increased $50.0 million to $345.6 million at December 31, 2025, compared to $295.6 million at December 31, 2024, primarily due to net income of $58.0 million. Other increases were due to $1.0 million in other comprehensive income and $1.7 million from the issuance of common stock under employee benefit plans, net of tax. These increases were partially offset by $5.0 million in treasury stock purchased at cost and $5.6 million in dividends paid on common stock.

For additional information on shareholders’ equity, see Note 10 to the Consolidated Financial Statements.

Consistent with our goal to operate as a sound and profitable financial organization, Unity Bancorp and Unity Bank actively seek to maintain our well capitalized status in accordance with regulatory standards. As of December 31, 2025, Unity Bank exceeded all capital requirements of the federal banking regulators and was considered well capitalized.

For additional information on regulatory capital, see Note 13 to the Consolidated Financial Statements.

Forward-Looking Statements

This report contains certain forward-looking statements, either expressed or implied, which are provided to assist the reader in understanding anticipated future financial performance. These statements involve certain risks, uncertainties, estimates and assumptions by Management.

Factors that may cause actual results to differ from those results expressed or implied, include, but are not limited to those listed under “Item 1A - Risk Factors” in this Annual Report; the overall economy and the interest rate environment; the ability of customers to repay their obligations; the adequacy of the allowance for credit losses; competition; significant changes in tax, accounting or regulatory practices and requirements; and technological changes. Although Management

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has taken certain steps to mitigate the negative effect of the aforementioned items, significant unfavorable changes could severely impact the assumptions used and have an adverse effect on future profitability.

Critical Accounting Policies and Estimates

New Authoritative Accounting Guidance

See Note 1 of the Consolidated Financial Statements for a description of recent accounting pronouncements, including the dates of adoption and the anticipated effect on our results of operations and financial condition.

Allowance for Credit Losses on Loans and Valuation Allowance on AFS Debt Securities

Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” amends the accounting guidance on the impairment of financial instruments. The Financial Accounting Standards Board (“FASB”) issued an amendment to replace the incurred loss impairment methodology under prior accounting guidance with a new current expected credit loss (“CECL”) model.  Under the guidance, the Company is required to measure expected credit losses by utilizing forward-looking information to assess its allowance for credit losses. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The measurement of expected credit losses under CECL methodology is applicable to financial assets measured at amortized cost, including loans and held to maturity debt securities. CECL also applies to certain off-balance sheet exposures.

For available for sale securities in an unrealized loss position, the Company first assesses whether it intends to sell, or is more likely than not that it will be required to sell the security before the 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 income. For securities available for sale that do not meet the above criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost and adverse conditions related to the security, among other factors.  If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of the cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and a valuation allowance is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost. Any impairment that has not been recorded through a valuation allowance is recognized in other comprehensive income, net of tax.

The Company elected the practical expedient of zero loss estimates for securities issued by U.S. government entities and agencies for available for sale and held to maturity debt securities. These securities are either explicitly or implicitly guaranteed by the U.S. Government, are highly rated by major agencies and have a long history of no credit losses.

For additional information on the valuation allowance on AFS debt securities, see Note 2 to the Consolidated Financial Statements. For additional information on the allowance for credit losses, see Note 4 to the Consolidated Financial Statements.