River City Bank has priced its initial public offering (IPO) of 2,700,000 shares of common stock at $45.00 per share. The offering is structured as a 100% secondary sale, meaning no new shares are being issued by the bank and it will receive no proceeds from the transaction. Instead, the shares are being sold by two longtime shareholders associated with the family of the bank’s founder, Jon Kelly. This structure allows existing insiders to liquidate portions of their holdings while providing public market access to the institution, which reported approximately $6.0 billion in assets as of June 30, 2026.

The bank’s common stock is expected to begin trading on the Nasdaq Capital Market under the symbol "RCBC" on August 6, 2026. The closing of the offering is scheduled for August 7, 2026, subject to the satisfaction of customary closing conditions. Raymond James & Associates, Inc. and Keefe, Bruyette & Woods, a Stifel Company, served as joint book-running managers for the deal. D.A. Davidson & Co. and Stephens Inc. acted as co-managers.

An Offering Circular relating to these securities has been filed with and accepted by the Federal Deposit Insurance Corporation. The offering was made solely by means of this circular. Copies may be obtained from Raymond James & Associates, Inc. or Keefe, Bruyette & Woods, a Stifel Company, via their respective contact channels.

Offering Details

Bank Profile and Financial Position

With more than five decades of operating history, River City Bank has focused on relationship-based service across commercial banking, commercial real estate, clean energy, and public sector banking. Under the leadership of President and CEO Steve Fleming and Chairman of the Board Shawn Kelly Devlin, the bank has expanded its customer base and geographic reach while maintaining locally rooted ownership.

As of June 30, 2026, the bank reported the following key balance sheet metrics:

Brian Killeen, EVP and Chief Financial Officer, oversees the financial operations and investor relations for the institution.

River City Bank reported net income of $19.6 million, or $1.37 per share, for the quarter ended June 30, 2026, compared to $15.4 million, or $1.05 per share, for the same period in 2025. For the six months ended June 30, 2026, net income was $37.6 million, or $2.60 per share, versus $27.7 million, or $1.89 per share, for the six months ended June 30, 2025. The Bank's book value per share rose to $40.58 as of June 30, 2026 from $35.61 as of June 30, 2025, an increase of 14%.

Second Quarter 2026 Performance Highlights

The following table summarizes key performance metrics across three comparable quarters ($ in thousands, except per share data):

"The Bank continues to perform at a high level, as reflected in the metrics of growth in book value per share, return on average equity, return on average assets, and operating efficiency," said Steve Fleming, President and Chief Executive Officer. "The Bank delivered strong operating results in the second quarter of 2026, as evidenced by the earnings per share of $1.37 and continued compounding of book value per share. In addition, credit quality remains pristine as we have not suffered any material losses on loans originated since the current management team took over in 2008."

"Operational efficiency remains a core competency for the Bank, as evidenced by our second quarter 2026 efficiency ratio of 29%," said Brian Killeen, Chief Financial Officer. "We view this operational efficiency as a competitive advantage, contributing to sustained profitability and growth in shareholder value. In addition, the Bank continues to maintain high levels of liquidity with $1.4 billion of cash and investments combined with $2.2 billion in available borrowing capacity as of June 30, 2026. The Bank's high quality, short duration investment securities portfolio continues to perform well with a very low unrealized loss position of 0.8% as of June 30, 2026."

Financial Highlights

Key financial highlights for the three and six months ended June 30, 2026, compared to the same periods in the prior year, included the following:

• Interest-earning asset growth: Total loans increased by $64 million during the quarter ended June 30, 2026. Average loans outstanding for the quarter ended June 30, 2026 increased by $326 million (7.5% growth) compared to the prior-year quarter, and for the first half of 2026 increased by $312 million (7.3% growth) compared to the same period in 2025. Average cash balances and investment securities increased $440 million for the second quarter in 2026 and $409 million for the first half of 2026, compared to the respective prior year periods.
• Deposit growth: Average deposits for the second quarter of 2026 increased by $731 million (15.5% growth) compared to the same period in the prior year and by $702 million (15.0% growth) for the first half of 2026 compared to the same period in 2025.
• Share repurchases: During the quarter ended June 30, 2026, the Bank repurchased $13 million of common stock with an average share price of $41.03.
• Derivative fair value: The Bank recognized a $3.2 million increase to noninterest income during the second quarter of 2026 compared to a $4.0 million reduction in noninterest income in the second quarter of the prior year, related to undesignated interest rate swaps. Approximately 17% of the Bank's interest rate swaps are undesignated as of June 30, 2026.
• Credit quality: As of June 30, 2026, the Bank had zero non-performing loans, virtually no delinquent loans (0.03% of total loans), no loans more than 90 days past due and still accruing interest, and an ACL of 2.30% of total loans. The Bank recorded a $1.5 million provision for credit losses for the three months ended June 30, 2026 and $3.0 million for the six months ended June 30, 2026.
• Efficiency ratio: The Bank's efficiency ratio was 29.4% for the three months ended June 30, 2026, compared to 33.5% for the three months ended June 30, 2025.
• Net interest margin (NIM): The Bank's NIM was 2.34% for the three months ended June 30, 2026, compared to 2.59% for the three months ended June 30, 2025.

Income Statement Summary

The following table presents the income statement comparison for the three months ended June 30, 2026 versus June 30, 2025 ($ in thousands, except per share data):

For the three months ended June 30, 2026 compared to June 30, 2025, the primary items of note included:

• Interest income increased by $4.2 million, primarily due to an increase in average balances of loans, investment securities, and cash balances.
• Interest expense increased by $3.0 million due to significant growth in the average balance of interest-bearing deposits, partially offset by a 31 basis point decrease in the cost of interest-bearing deposits.
• The mark-to-market (MTM) adjustment associated with interest rate swaps yet to be designated into a hedge relationship increased by $7.2 million to a $3.2 million MTM gain compared to a $4.0 million MTM loss in the same quarter of the prior year.
• Noninterest expense increased by $1.0 million over the prior year quarter, primarily due to increases in compensation expenses. During the second quarter of 2026, the Bank donated $215,000 of Visa Class A shares to the Kelly Foundation.

For the six months ended June 30, 2026 compared to June 30, 2025, net income was $37.6 million versus $27.7 million. Interest income increased by $9.0 million, primarily due to a $313 million increase in average balances of loans and a $409 million increase in average cash balances and investment securities. Interest expense increased by $5.1 million due to significant growth in the average balance of deposits, partially offset by a 17 basis point decrease in the cost of funds. The MTM adjustment increased by $15.4 million to a $4.9 million MTM gain compared to a $10.4 million MTM loss in the same period of the prior year. Noninterest expense increased by $2.5 million, primarily due to a $1.2 million increase in compensation expense.

Balance Sheet Summary

The following table presents the year-over-year balance sheet comparison as of June 30 ($ in thousands):

Loans outstanding increased by $327 million or 7.5% as of June 30, 2026 compared to June 30, 2025, with growth primarily in Commercial Real Estate loans that grew $293 million from June 30, 2025. Deposit balances increased by $854 million from June 30, 2025 to June 30, 2026, due primarily to significant growth in Commercial and Clean Energy client relationships. Shareholders' equity increased $58 million to $568 million as of June 30, 2026 compared to $510 million as of June 30, 2025, driven primarily by growth in retained earnings, partly mitigated by $17 million in share repurchases over the period.

During the quarter ended June 30, 2026, total loans increased slightly by $64 million, with loan originations totaling approximately $174 million. Deposit balances decreased slightly by $12 million during the quarter, reflecting stable deposit levels. As of June 30, 2026, the Bank had no wholesale funding. The Bank's capital ratios remain well above the regulatory definition for being Well Capitalized, with a Tier 1 Leverage Ratio of 9.22% and a Total Risk-Based Capital Ratio of 14.44% as of June 30, 2026.

Asset Quality and Dividend Announcement

Asset quality remained pristine as of June 30, 2026. The Bank had no other real estate owned or non-performing loans, and there were no charge-offs during the quarter. The Bank's allowance for credit losses was $108 million as of June 30, 2026, compared to $104 million as of December 31, 2025. The delinquent loans to total loans ratio stood at 0.03% as of June 30, 2026, and the year-to-date net charge-off ratio was 0.00%.

The Bank's effective tax rate was 27.6% for the six months ended June 30, 2026, compared to 28.9% for the six months ended June 30, 2025.

Fleming announced that the Bank's board of directors has approved a cash dividend of $0.05 per common share to shareholders of record as of August 3, 2026, payable on August 17, 2026.