UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~March 31,~~September 30, 2021

Commission file number: 001-15985

UNION BANKSHARES, INC.

03-0283552

20 LOWER MAIN STREET, P.O. BOX 667

MORRISVILLE, VT 05661

Registrant’s telephone number: 802-888-6600

Former name, former address and former fiscal year, if changed since last report: Not applicable

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

Common Stock, $2.00 par value

UNB

Nasdaq Stock Market

(Title of class)

(Trading Symbol)

(Exchanges registered on)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of ~~May 1,~~October 30, 2021.

Common Stock, $2 par value

~~4,481,456~~4,485,156

UNION BANKSHARES, INC.

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS


		March 31, 2021		December 31, 2020			September 30, 2021		December 31, 2020
		(Unaudited)					(Unaudited)
Assets	Assets	(Dollars in thousands)				Assets	(Dollars in thousands)
Cash and due from banks	Cash and due from banks	$	4,684	$	5,413	Cash and due from banks	$	5,029	$	5,413
Federal funds sold and overnight deposits	Federal funds sold and overnight deposits	51,822		117,358		Federal funds sold and overnight deposits	115,052		117,358
Cash and cash equivalents	Cash and cash equivalents	56,506		122,771		Cash and cash equivalents	120,081		122,771
Interest bearing deposits in banks	Interest bearing deposits in banks	14,691		12,699		Interest bearing deposits in banks	12,201		12,699
Investment securities available-for-sale	Investment securities available-for-sale	141,931		105,763		Investment securities available-for-sale	184,204		105,763

Other investments	Other investments	1,132		1,047		Other investments	1,183		1,047
Total investments	Total investments	143,063		106,810		Total investments	185,387		106,810
Loans held for sale	Loans held for sale	40,212		32,188		Loans held for sale	17,821		32,188
Loans	Loans	802,254		771,169		Loans	772,186		771,169
Allowance for loan losses	Allowance for loan losses	(8,429)		(8,271)		Allowance for loan losses	(8,561)		(8,271)
Net deferred loan fees		(765)		(146)
Net deferred loan costs (fees)						Net deferred loan costs (fees)	36		(146)
Net loans	Net loans	793,060		762,752		Net loans	763,661		762,752

Premises and equipment, net	Premises and equipment, net	19,882		20,039		Premises and equipment, net	21,808		20,039

Company-owned life insurance	Company-owned life insurance	12,708		12,640		Company-owned life insurance	12,854		12,640
Other assets	Other assets	24,196		23,655		Other assets	24,473		23,655
Total assets	Total assets	$	1,104,318	$	1,093,554	Total assets	$	1,158,286	$	1,093,554
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Liabilities	Liabilities					Liabilities
Deposits	Deposits					Deposits
Noninterest bearing	Noninterest bearing	$	231,992	$	215,245	Noninterest bearing	$	252,940	$	215,245
Interest bearing	Interest bearing	648,960		637,369		Interest bearing	680,438		637,369
Time	Time	126,939		141,688		Time	107,266		141,688
Total deposits	Total deposits	1,007,891		994,302		Total deposits	1,040,644		994,302
Borrowed funds	Borrowed funds	7,164		7,164		Borrowed funds	7,000		7,164

Subordinated debentures and notes						Subordinated debentures and notes	16,164		—
Accrued interest and other liabilities	Accrued interest and other liabilities	9,440		11,221		Accrued interest and other liabilities	10,730		11,221
Total liabilities	Total liabilities	1,024,495		1,012,687		Total liabilities	1,074,538		1,012,687
Commitments and Contingencies	Commitments and Contingencies	0				Commitments and Contingencies	0
Stockholders’ Equity	Stockholders’ Equity					Stockholders’ Equity
Common stock, $2.00 par value; 7,500,000 shares authorized; 4,955,232 shares issued at March 31, 2021 and 4,954,732 shares issued at December 31, 2020		9,911		9,910
Common stock, $2.00 par value; 7,500,000 shares authorized; 4,958,884 shares issued at September 30, 2021 and 4,954,732 shares issued at December 31, 2020						Common stock, $2.00 par value; 7,500,000 shares authorized; 4,958,884 shares issued at September 30, 2021 and 4,954,732 shares issued at December 31, 2020	9,918		9,910
Additional paid-in capital	Additional paid-in capital	1,504		1,393		Additional paid-in capital	1,728		1,393
Retained earnings	Retained earnings	72,494		71,097		Retained earnings	76,452		71,097
Treasury stock at cost; 474,278 shares at March 31, 2021 and 474,632 shares at December 31, 2020		(4,167)		(4,169)
Accumulated other comprehensive income		81		2,636
Treasury stock at cost; 473,730 shares at September 30, 2021 and 474,632 shares at December 31, 2020						Treasury stock at cost; 473,730 shares at September 30, 2021 and 474,632 shares at December 31, 2020	(4,162)		(4,169)
Accumulated other comprehensive (loss) income						Accumulated other comprehensive (loss) income	(188)		2,636
Total stockholders' equity	Total stockholders' equity	79,823		80,867		Total stockholders' equity	83,748		80,867
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	1,104,318	$	1,093,554	Total liabilities and stockholders' equity	$	1,158,286	$	1,093,554

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 1

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

Three Months Ended
March 31,
2021 2020
(Dollars in thousands, except per share data)
Interest and dividend income
Interest and fees on loans $ 8,885 $ 8,291
Interest on debt securities:
Taxable 404 387
Tax exempt 151 157
Dividends 4 34
Interest on federal funds sold and overnight deposits 19 53
Interest on interest bearing deposits in banks 37 41
Total interest and dividend income 9,500 8,963
Interest expense
Interest on deposits 1,047 1,309
Interest on borrowed funds 54 148
Total interest expense 1,101 1,457
    Net interest income 8,399 7,506
Provision for loan losses 150 300
    Net interest income after provision for loan losses 8,249 7,206
Noninterest income
Trust income 185 173
Service fees 1,523 1,497
Net gains on sales of investment securities available-for-sale 0 11
Net gains on sales of loans held for sale 894 812
Net gain (loss) on other investments 44 (124)
Other (loss) income (25) 149
Total noninterest income 2,621 2,518
Noninterest expenses
Salaries and wages 3,083 3,121
Employee benefits 1,169 982
Occupancy expense, net 477 514
Equipment expense 798 740
Other expenses 1,926 1,815
Total noninterest expenses 7,453 7,172
        Income before provision for income taxes 3,417 2,552
Provision for income taxes 541 356
        Net income $ 2,876 $ 2,196
Earnings per common share $ 0.64 $ 0.49
Weighted average number of common shares outstanding 4,480,339 4,472,886
Dividends per common share $ 0.33 $ 0.32


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
	(Dollars in thousands, except per share data)
Interest and dividend income
Interest and fees on loans	$	9,115	$	8,803	$	27,236	$	25,659
Interest on debt securities:
Taxable	511		305		1,371		1,029
Tax exempt	154		160		459		477
Dividends	4		27		12		87
Interest on federal funds sold and overnight deposits	34		7		67		71
Interest on interest bearing deposits in banks	34		41		105		122
Total interest and dividend income	9,852		9,343		29,250		27,445
Interest expense
Interest on deposits	595		1,101		2,566		3,662
Interest on borrowed funds	55		57		164		314
Interest on subordinated debenture and notes	56		—		56		—
Total interest expense	706		1,158		2,786		3,976
Net interest income	9,146		8,185		26,464		23,469
Provision for loan losses	—		800		225		1,600
Net interest income after provision for loan losses	9,146		7,385		26,239		21,869
Noninterest income
Trust income	216		173		599		524
Service fees	1,720		1,539		4,824		4,320
Net (losses) gains on sales of investment securities available-for-sale	(30)		—		(30)		11
Net gains on sales of loans held for sale	1,929		3,315		3,974		5,354
Net (losses) gains on other investments	(1)		76		58		114
Other income	367		405		536		691
Total noninterest income	4,201		5,508		9,961		11,014
Noninterest expenses
Salaries and wages	3,918		3,718		10,554		9,668
Employee benefits	1,192		1,204		3,564		3,417
Occupancy expense, net	425		420		1,429		1,411
Equipment expense	872		770		2,542		2,266
Other expenses	2,141		1,883		6,301		5,516
Total noninterest expenses	8,548		7,995		24,390		22,278
Income before provision for income taxes	4,799		4,898		11,810		10,605
Provision for income taxes	874		751		2,018		1,594
Net income	$	3,925	$	4,147	$	9,792	$	9,011
Basic earnings per common share	$	0.87	$	0.92	$	2.18	$	2.01
Diluted earnings per common share	$	0.87	$	0.92	$	2.17	$	2.01
Weighted average number of common shares outstanding	4,485,046		4,475,145		4,482,678		4,474,061
Weighted average common and potential common shares for diluted EPS	4,512,558		4,492,842		4,508,152		4,491,721
Dividends per common share	$	0.33	$	0.32	$	0.99	$	0.96

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 2

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)


		Three Months Ended March 31,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020					2021		2020		2021		2020
		(Dollars in thousands)				(Dollars in thousands)
Net income	Net income	$	2,876	$	2,196			Net income	$	3,925	$	4,147	$	9,792	$	9,011
Other comprehensive (loss) income, net of tax:	Other comprehensive (loss) income, net of tax:							Other comprehensive (loss) income, net of tax:
Investment securities available-for-sale:	Investment securities available-for-sale:							Investment securities available-for-sale:
Net unrealized holding (losses) gains arising during the period on investment securities available-for-sale	Net unrealized holding (losses) gains arising during the period on investment securities available-for-sale	(2,555)		1,084				Net unrealized holding (losses) gains arising during the period on investment securities available-for-sale	(1,213)		(124)		(2,848)		1,616
Reclassification adjustment for net gains on sales of investment securities available-for-sale realized in net income		0		(9)

Reclassification adjustment for net losses (gains) on sales of investment securities available-for-sale realized in net income								Reclassification adjustment for net losses (gains) on sales of investment securities available-for-sale realized in net income	24		—		24		(9)

Total other comprehensive (loss) income	Total other comprehensive (loss) income	(2,555)		1,075				Total other comprehensive (loss) income	(1,189)		(124)		(2,824)		1,607
Total comprehensive income	Total comprehensive income	$	321	$	3,271			Total comprehensive income	$	2,736	$	4,023	$	6,968	$	10,618

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 3

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)



	Three Month Periods Ended September 30, 2021 and 2020
	Common Stock									Accumulated other comprehensive income (loss)
	Shares, net of treasury	Amount		Additional paid-in capital		Retained earnings		Treasury stock				Total stockholders’ equity
	(Dollars in thousands, except per share data)
Balances June 30, 2021	4,483,873	$	9,916	$	1,609	$	74,006	$	(4,165)	$	1,001	$	82,367
Net income	—	—		—		3,925		—		—		3,925
Other comprehensive loss	—	—		—		—		—		(1,189)		(1,189)
Dividend reinvestment plan	281	—		6		—		3		—		9
Cash dividends declared ($0.33 per share)	—	—		—		(1,479)		—		—		(1,479)
Stock based compensation expense	—	—		91		—		—		—		91
Exercise of stock options	1,000	2		22		—		—		—		24

Balances, September 30, 2021	4,485,154	$	9,918	$	1,728	$	76,452	$	(4,162)	$	(188)	$	83,748

Balances June 30, 2020	4,474,899	$	9,901	$	1,306	$	66,020	$	(4,177)	$	2,717	$	75,767
Net income	—	��		—		4,147		—		—		4,147
Other comprehensive loss	—	—		—		—		—		(124)		(124)
Dividend reinvestment plan	407	—		4		—		4		—		8
Cash dividends declared ($0.32 per share)	—	—		—		(1,432)		—		—		(1,432)
Stock based compensation expense	—	—		58		—		—		—		58


Balances, September 30, 2020	4,475,306	$	9,901	$	1,368	$	68,735	$	(4,173)	$	2,593	$	78,424

Three Month Periods Ended March 31, 2021 and 2020
Common Stock Accumulated
other
comprehensive income
Shares,
net of
treasury Amount Additional
paid-in
capital Retained
earnings Treasury
stock Total
stockholders’
equity
(Dollars in thousands, except per share data)
Balances, December 31, 2020 4,480,100 $ 9,910 $ 1,393 $ 71,097 $ (4,169) $ 2,636 $ 80,867
   Net income — — — 2,876 — — 2,876
   Other comprehensive loss — — — — — (2,555) (2,555)
   Dividend reinvestment plan 451 — 8 — 4 — 12
   Cash dividends declared
       ($0.33 per share)
— — — (1,479) — — (1,479)
   Stock based compensation expense — — 92 — — — 92
   Exercise of stock options 500 1 11 — — — 12
   Purchase of treasury stock (97) — — — (2) — (2)
Balances, March 31, 2021 4,480,954 $ 9,911 $ 1,504 $ 72,494 $ (4,167) $ 81 $ 79,823
Balances, December 31, 2019 4,471,977 $ 9,897 $ 1,124 $ 64,019 $ (4,183) $ 986 $ 71,843
   Net income — — — 2,196 — — 2,196
   Other comprehensive income — — — — — 1,075 1,075
   Dividend reinvestment plan 223 — 6 — 2 — 8
   Cash dividends declared
($0.32 per share)
— — — (1,432) — — (1,432)
   Stock based compensation expense — — 76 — — — 76
   Exercise of stock options 1,000 2 20 — — — 22
Balances, March 31, 2020 4,473,200 $ 9,899 $ 1,226 $ 64,783 $ (4,181) $ 2,061 $ 73,788


	Nine Month Periods Ended September 30, 2021 and 2020
	Common Stock									Accumulated other comprehensive income (loss)
	Shares, net of treasury	Amount		Additional paid-in capital		Retained earnings		Treasury stock				Total stockholders’ equity
	(Dollars in thousands, except per share data)
Balances, December 31, 2020	4,480,100	$	9,910	$	1,393	$	71,097	$	(4,169)	$	2,636	$	80,867
Net income	—	—		—		9,792		—		—		9,792
Other comprehensive loss	—	—		—		—		—		(2,824)		(2,824)
Dividend reinvestment plan	999	—		21		—		9		—		30
Cash dividends declared ($0.99 per share)	—	—		—		(4,437)		—		—		(4,437)
Stock based compensation expense	2,152	4		270		—		—		—		274
Exercise of stock options	2,000	4		44		—		—		—		48
Purchase of treasury stock	(97)	—		—		—		(2)		—		(2)
Balances, September 30, 2021	4,485,154	$	9,918	$	1,728	$	76,452	$	(4,162)	$	(188)	$	83,748

Balances, December 31, 2019	4,471,977	$	9,897	$	1,124	$	64,019	$	(4,183)	$	986	$	71,843
Net income	—	—		—		9,011		—		—		9,011
Other comprehensive income	—	—		—		—		—		1,607		1,607
Dividend reinvestment plan	1,144	—		17		—		10		—		27
Cash dividends declared ($0.96 per share)	—	—		—		(4,295)		—		—		(4,295)
Stock based compensation expense	1,185	2		207		—		—		—		209
Exercise of stock options	1,000	2		20		—		—		—		22

Balances, September 30, 2020	4,475,306	$	9,901	$	1,368	$	68,735	$	(4,173)	$	2,593	$	78,424

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 4

UNION BANKSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


		Three Months Ended March 31,					Nine Months Ended September 30,
		2021		2020			2021		2020
Cash Flows From Operating Activities	Cash Flows From Operating Activities	(Dollars in thousands)				Cash Flows From Operating Activities	(Dollars in thousands)
Net income	Net income	$	2,876	$	2,196	Net income	$	9,792	$	9,011
Adjustments to reconcile net income to net cash used in operating activities:	Adjustments to reconcile net income to net cash used in operating activities:					Adjustments to reconcile net income to net cash used in operating activities:
Depreciation	Depreciation	459		476		Depreciation	1,364		1,408
Provision for loan losses	Provision for loan losses	150		300		Provision for loan losses	225		1,600
Deferred income tax provision	Deferred income tax provision	14		10		Deferred income tax provision	12		20
Net amortization of premiums on investment securities	Net amortization of premiums on investment securities	168		113		Net amortization of premiums on investment securities	443		389
Equity in losses of limited partnerships	Equity in losses of limited partnerships	262		188		Equity in losses of limited partnerships	739		679
Stock based compensation expense	Stock based compensation expense	92		76		Stock based compensation expense	274		209
Net decrease (increase) in unamortized loan costs		619		(13)
Net (increase) decrease in unamortized loan costs						Net (increase) decrease in unamortized loan costs	(182)		1,579
Proceeds from sales of loans held for sale	Proceeds from sales of loans held for sale	30,574		43,322		Proceeds from sales of loans held for sale	168,204		193,016
Origination of loans held for sale	Origination of loans held for sale	(37,704)		(51,524)		Origination of loans held for sale	(149,863)		(213,023)
Net gains on sales of loans held for sale	Net gains on sales of loans held for sale	(894)		(812)		Net gains on sales of loans held for sale	(3,974)		(5,354)

Net gains on sales of investment securities available-for-sale		0		(11)
Net losses on disposals of premises and equipment						Net losses on disposals of premises and equipment	108		—
Net losses (gains) on sales of investment securities available-for-sale						Net losses (gains) on sales of investment securities available-for-sale	30		(11)

Net gain on sales of other real estate owned		(11)		0
Net (gain) loss on other investments		(44)		124
Increase in accrued interest receivable		(95)		(275)
Net gains on sales of other real estate owned						Net gains on sales of other real estate owned	(11)		—
Net gains on other investments						Net gains on other investments	(58)		(114)
Decrease (increase) in accrued interest receivable						Decrease (increase) in accrued interest receivable	1,131		(1,167)
Amortization of core deposit intangible	Amortization of core deposit intangible	43		43		Amortization of core deposit intangible	71		129
(Increase) decrease in other assets		(412)		209
Increase in other assets						Increase in other assets	(652)		(5)

Decrease in other liabilities	Decrease in other liabilities	(873)		(1,339)		Decrease in other liabilities	(358)		(48)
Net cash used in operating activities		(4,776)		(6,917)
Net cash provided by (used in) operating activities						Net cash provided by (used in) operating activities	27,295		(11,682)
Cash Flows From Investing Activities	Cash Flows From Investing Activities					Cash Flows From Investing Activities
Interest bearing deposits in banks	Interest bearing deposits in banks					Interest bearing deposits in banks
Proceeds from maturities and redemptions	Proceeds from maturities and redemptions	498		498		Proceeds from maturities and redemptions	4,482		1,336
Purchases	Purchases	(2,490)		0		Purchases	(3,984)		(3,735)

Investment securities available-for-sale	Investment securities available-for-sale					Investment securities available-for-sale
Proceeds from sales	Proceeds from sales	0		3,076		Proceeds from sales	8,718		3,076
Proceeds from maturities, calls and paydowns	Proceeds from maturities, calls and paydowns	7,310		3,980		Proceeds from maturities, calls and paydowns	20,931		14,528
Purchases	Purchases	(46,880)		(7,851)		Purchases	(112,137)		(16,675)
Net purchases of other investments	Net purchases of other investments	(41)		(15)		Net purchases of other investments	(78)		(70)
Net increase in nonmarketable stock		0		(599)
Net (increase) decrease in nonmarketable stock						Net (increase) decrease in nonmarketable stock	(14)		1,457

Net increase in loans	Net increase in loans	(31,085)		(6,341)		Net increase in loans	(1,066)		(95,866)
Recoveries of loans charged off	Recoveries of loans charged off	8		23		Recoveries of loans charged off	67		29
Purchases of premises and equipment	Purchases of premises and equipment	(302)		(81)		Purchases of premises and equipment	(3,241)		(937)

Investments in limited partnerships	Investments in limited partnerships	(700)		(826)		Investments in limited partnerships	(1,705)		(2,257)

Proceeds from sales of other real estate owned	Proceeds from sales of other real estate owned	61		0		Proceeds from sales of other real estate owned	61		—

Net cash used in investing activities	Net cash used in investing activities	(73,621)		(8,136)		Net cash used in investing activities	(87,966)		(99,114)

Union Bankshares, Inc. Page 5


		Three Months Ended March 31,					Nine Months Ended September 30,
		2021		2020			2021		2020

Cash Flows From Financing Activities	Cash Flows From Financing Activities	(Dollars in thousands)				Cash Flows From Financing Activities	(Dollars in thousands)

Net increase in short-term borrowings outstanding		0		15,000
Repayment of long-term borrowings						Repayment of long-term borrowings	(164)		—
Net decrease in short-term borrowings outstanding						Net decrease in short-term borrowings outstanding	—		(37,667)
Net increase in noninterest bearing deposits	Net increase in noninterest bearing deposits	16,747		3,529		Net increase in noninterest bearing deposits	37,695		68,121
Net increase (decrease) in interest bearing deposits		11,591		(8,997)
Net increase in interest bearing deposits						Net increase in interest bearing deposits	43,069		104,030
Net decrease in time deposits	Net decrease in time deposits	(14,749)		(2,499)		Net decrease in time deposits	(34,422)		(6,099)
Proceeds from issuance of subordinated debentures, net of unamortized issuance costs						Proceeds from issuance of subordinated debentures, net of unamortized issuance costs	16,164		—
Issuance of common stock	Issuance of common stock	12		22		Issuance of common stock	48		22
Purchase of treasury stock	Purchase of treasury stock	(2)		0		Purchase of treasury stock	(2)		—
Dividends paid	Dividends paid	(1,467)		(1,424)		Dividends paid	(4,407)		(4,268)
Net cash provided by financing activities	Net cash provided by financing activities	12,132		5,631		Net cash provided by financing activities	57,981		124,139
Net decrease in cash and cash equivalents		(66,265)		(9,422)
Net (decrease) increase in cash and cash equivalents						Net (decrease) increase in cash and cash equivalents	(2,690)		13,343
Cash and cash equivalents	Cash and cash equivalents					Cash and cash equivalents
Beginning of period	Beginning of period	122,771		51,134		Beginning of period	122,771		51,134
End of period	End of period	$	56,506	$	41,712	End of period	$	120,081	$	64,477
Supplemental Disclosures of Cash Flow Information	Supplemental Disclosures of Cash Flow Information					Supplemental Disclosures of Cash Flow Information
Interest paid	Interest paid	$	1,122	$	1,925	Interest paid	$	2,842	$	4,498
Income taxes paid	Income taxes paid	$	0	$	0	Income taxes paid	$	1,550	$	400

Supplemental Schedule of Noncash Investing Activities	Supplemental Schedule of Noncash Investing Activities					Supplemental Schedule of Noncash Investing Activities

Investment in limited partnerships acquired by capital contributions payable	Investment in limited partnerships acquired by capital contributions payable	$	0	$	2,722	Investment in limited partnerships acquired by capital contributions payable	$	1,264	$	2,722

Dividends paid on Common Stock:	Dividends paid on Common Stock:					Dividends paid on Common Stock:
Dividends declared	Dividends declared	$	1,479	$	1,432	Dividends declared	$	4,437	$	4,295
Dividends reinvested	Dividends reinvested	(12)		(8)		Dividends reinvested	(30)		(27)
		$	1,467	$	1,424		$	4,407	$	4,268

See accompanying notes to unaudited interim consolidated financial statements.

Union Bankshares, Inc. Page 6

UNION BANKSHARES, INC. AND SUBSIDIARY

NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

The accompanying unaudited interim consolidated financial statements of Union Bankshares, Inc. and Subsidiary (together, the Company) as of ~~March 31,~~September 30, 2021, and for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020, have been prepared in conformity with GAAP for interim financial information, general practices within the banking industry, and the accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (2020 Annual Report). The Company's sole subsidiary is Union Bank. In the opinion of the Company’s management, all adjustments, consisting only of normal recurring adjustments and disclosures necessary for a fair presentation of the information contained herein, have been made. This information should be read in conjunction with the Company’s 2020 Annual Report. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2021, or any future interim period.

The Company is a “smaller reporting company” and as permitted under the rules and regulations of the SEC, has elected to provide its consolidated statements of income, comprehensive income, cash flows and changes in stockholders’ equity for a two year, rather than three year, period. The Company has also elected to provide certain other scaled disclosures in this report, as permitted for smaller reporting companies.

Certain amounts in the 2020 consolidated financial statements have been reclassified to conform to the current year presentation.

Union Bankshares, Inc. Page 7

In addition to the definitions set forth elsewhere in this report, the acronyms, abbreviations and capitalized terms identified below are used throughout this Form 10-Q, including Part I. "Financial Information" and Part II. "Other Information". The following is provided to aid the reader and provide a reference page when reviewing this Form 10-Q.


AFS:	Available-for-sale	ICS:	Insured Cash Sweeps of the Promontory Interfinancial Network
ALCO:	Asset Liability Committee	IRS:	Internal Revenue Service
ALL:	Allowance for loan losses	MBS:	Mortgage-backed security
ASC:	Accounting Standards Codification	MSRs:	Mortgage servicing rights
ASU:	Accounting Standards Update	OAO:	Other assets owned
Board:	Board of Directors	OCI:	Other comprehensive income (loss)
bp or bps:	Basis point(s)	OFAC:	U.S. Office of Foreign Assets Control
CARES Act:	Coronavirus Aid, Relief and Economic Security Act	OREO:	Other real estate owned
CDARS:	Certificate of Deposit Accounts Registry Service of the Promontory Interfinancial Network	OTTI:	Other-than-temporary impairment
Company:	Union Bankshares, Inc. and Subsidiary	OTT:	Other-than-temporary
COVID-19:	Novel Coronavirus	PPP:	Paycheck Protection Program
Dodd-Frank Act:	The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010	PPPLF:	PPP Liquidity Facility of the FRB
DRIP:	Dividend Reinvestment Plan	RD:	USDA Rural Development
FASB:	Financial Accounting Standards Board	RSU:	Restricted Stock Unit
FDIC:	Federal Deposit Insurance Corporation	SBA:	U.S. Small Business Administration
FHA:	U.S. Federal Housing Administration	SEC:	U.S. Securities and Exchange Commission
FHLB:	Federal Home Loan Bank of Boston	TDR:	Troubled-debt restructuring
FRB:	Federal Reserve Board	Union:	Union Bank, the sole subsidiary of Union Bankshares, Inc
FHLMC/Freddie Mac:	Federal Home Loan Mortgage Corporation	USDA:	U.S. Department of Agriculture
GAAP:	Generally Accepted Accounting Principles in the United States	VA:	U.S. Veterans Administration
HTM:	Held-to-maturity	2014 Equity Plan:	2014 Equity Incentive Plan
HUD:	U.S. Department of Housing and Urban Development	2020 Annual Report	Annual Report ofon Form 10-K for the year ended December 31, 2020

Note 2. Risks and Uncertainties

Significant progress has been made to combat the outbreak of COVID-19; however, the global pandemic has adversely impacted a broad range of industries in which the Company's customers operate and could still impair their ability to fulfill their financial obligations to the Company. The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. While it appears that health and economic conditions are trending in a positive direction as of ~~March 31,~~September 30, 2021, ~~if there is~~ a resurgence in the virus or its variants could have an adverse effect on the ~~Company could experience further adverse effects on its~~Company's business, financial condition, results of operations and cash flows. While it is not possible to know the full ~~universe or extent that the~~ impact of COVID-19, and any potential ~~resulting~~ measures to curtail its spread, will have on the Company's future operations, the Company is disclosing potentially material items of which it is aware.

Congress, the President, and the Federal Reserve have taken several actions designed to cushion the economic fallout of the pandemic. The CARES Act was signed into law at the end of March 2020 as a $2 trillion legislative package. The goal of the CARES Act was to curb the economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors through programs like the PPP. During December 2020, many provisions of the CARES Act were extended through the end of 2021. Additionally, The American Rescue Plan Act of 2021, a $1.9 trillion economic stimulus bill, was signed into law ~~by the President.~~in March 2021. This package builds upon many of the measures in the CARES Act and is intended to speed up the recovery from the economic and health effects of COVID-19.

Union Bankshares, Inc. Page 8

Financial position and results of operations

The Company has not yet experienced any charge-offs related to COVID-19. See Note 8. Should economic conditions worsen as a result of a resurgence inof the virus or its variants and resulting measures to curtail its spread, the Company could experience increases in the required ALL and record additional provision for loan losses. The use of payment deferrals ~~assisted~~favorably impacted the ratio of past due loans to total loans as well other asset quality ratios at ~~March 31,~~September 30, 2021. It is possible that asset quality measures could worsen at future measurement periods if ~~the effects~~a resurgence of COVID-19 ~~are prolonged.~~progresses.

~~In keeping with guidance from regulators,~~Through September 30, 2021, the Company ~~continues~~had executed modifications on outstanding loan balances of $145.6 million that carried accrued interest of $926 thousand. Of the total modifications executed, at September 30, 2021 outstanding loan balances of $748 thousand remained subject to ~~work with COVID-19 affected borrowers to defer their principal payments,~~modified terms and carried accrued interest and fees. While interest and fees continue to accrue to income, through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, the related loans would be placed on nonaccrual status and interest income and fees accrued would be reversed. In such a scenario, interest income in future periods could be negatively impacted.of $34 thousand.

Capital and liquidity

As of ~~March 31,~~September 30, 2021, all of the Company's and Union's capital ratios were in excess of all regulatory requirements. While the Company believes it has sufficient capital to withstand a double-dip economic recession brought about by a resurgence in COVID-19, the reported and regulatory capital ratios could be adversely impacted by further credit loss expense. The Company relies on cash on hand as well as dividends from its subsidiary bank to pay dividends to shareholders. If the Company’s capital deteriorates such that its subsidiary bank is unable to pay dividends to it for an extended period of time, the Company may not be able to maintain its dividend to shareholders at the current level. Management continues to analyze the Company's current capital levels and its ability to maintain growth projections and absorb future credit losses while maintaining sufficient levels of capital.

The Company maintains access to multiple sources of liquidity. Wholesale funding markets have remained open to the Company. If funding costs are elevated for an extended period of time, it could have an adverse effect on the Company’s net interest margin. If an extended recession caused large numbers of the Company’s deposit customers to withdraw their funds, the Company might become more reliant on volatile or more expensive sources of funding. To date in 2021, primarily as a result of the deposit of PPP loan proceeds and government assistance payments under the CARES Act and The American Rescue Plan Act of 2021, the Company has experienced a significant increase in customer deposits.

Asset valuation

COVID-19 has not affected the Company's ability to account timely for the assets on the balance sheet; however, a resurgence of COVID-19 could cause this ~~could~~to change in future periods. ~~COVID-19 could cause a decline in the~~The Company’s stock price or the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause the Company to perform a goodwill impairment test, an intangible asset impairment test, or both, resulting in an impairment charge being recorded for that period. In the event that the Company concludes that all or a portion of its goodwill or intangible assets are impaired, a non-cash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital or regulatory capital. The Company does not anticipate significant changes in methodology used to determine the fair value of assets measured in accordance with GAAP. As of ~~March 31,~~September 30, 2021, goodwill was not impaired and there was no impairment with respect to our intangible assets, premises and equipment or other long-lived assets.

Processes, controls and business continuity plan

The Company’s preparedness efforts, coupled with quick and decisive plan implementation, has resulted in minimal impacts to operations as a result of COVID-19. At ~~March 31,~~September 30, 2021, ~~several~~some employees have returned to banking facilities while some continue to work ~~remotely with no~~remotely. The Company has not experienced any disruption to its operations. The Company has not incurred additional material cost related to the remote working strategy to date, nor are material costs anticipated in future periods.

As of ~~March 31,~~September 30, 2021, management does not anticipate significant challenges to its ability to maintain the systems and controls ~~in light of the measures taken to prevent the spread of COVID-19. The Company~~and does not currently face any material resource constraint through the implementation of our business continuity plans.

Lending operations and accommodations to borrowers

~~In keeping with regulatory guidance~~Union continued to work with borrowers during ~~this~~the unprecedented situation caused by COVID-19 and as ~~outlined in~~allowed under the CARES Act, ~~the Company is executing~~executed a payment deferral program for its ~~clients~~customers that ~~are~~were adversely affected by COVID-19. Depending on the demonstrated need of the customer, the Company ~~is deferring~~ either deferred the full loan payment or the principal component of the loan payment for up to 180 days for the majority of the deferral requests. The Company had executed ~~352~~313 of these deferrals on outstanding loan balances of ~~$167.2~~$145.6 million as of ~~March 31,~~September 30, 2021. Of the total deferrals executed, 535 remained in effect on outstanding loan balances of ~~$28.0 million~~$748 thousand as of ~~March 31,~~September 30, 2021. In accordance with interagency guidance issued in March 2020 and updated in April 2020, and confirmed by the FASB, these short term deferrals are not considered TDRs. In August

~~Union Bankshares, Inc. Page 9~~

2020, the federal banking regulators issued supplemental guidance for working with borrowers as their loans near the end of their accommodation period. It is ~~also~~ possible that in spite of our best efforts to assist our borrowers and achieve full

Union Bankshares, Inc. Page 9

collection of our investment, these deferred loans could result in future charge-offs with additional credit loss expense charged to earnings; however, the amount of any future charge-offs on deferred loans is unknown.

With the passage of the PPP, administered by the SBA, the Company assisted its customers with applications for resources through the program. PPP loans bear a mandated annual interest rate of 1.0%. The PPP was initially launched with loans having a two-year term, but subsequent revisions to the PPP ~~currently allow~~allowed the maximum term be extended to five years. The majority of the Company's PPP loans were originated with the two-year term and have not been extended to five years. ~~The Company believes that a significant amount~~As of ~~these~~September 30, 2021, $102.1 million of PPP loans ~~will ultimately be~~were originated of which $73.9 million have been forgiven by the SBA ~~during 2021~~ in accordance with the terms of the program. It is the Company’s understanding that loans funded through the PPP are fully guaranteed by the U.S. ~~Government.~~Government, subject to borrower eligibility requirements. Should those circumstances change, the Company could be required to establish additional allowance for credit losses through additional credit loss expense charged to earnings.

Note 3. Legal Contingencies

In the normal course of business, the Company is involved in various legal and other proceedings. In the opinion of management, any liability resulting from such proceedings is not expected to have a material adverse effect on the Company’s consolidated financial condition or results of operations.

Note 4. Per Share Information

~~Earnings per common share are computed~~The following table presents the reconciliation between the calculation of basic EPS and diluted EPS for the three and nine months ended September 30, 2021 and 2020:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2021		2020		2021		2020
	(Dollars in thousands, except per share data)
Net income	$	3,925	$	4,147	$	9,792	$	9,011
Weighted average common shares outstanding for basic EPS	4,485,046		4,475,145		4,482,678		4,474,061
Dilutive effect of stock-based awards	27,512		17,697		25,474		17,660
Weighted average common and potential common shares for diluted EPS	4,512,558		4,492,842		4,508,152		4,491,721
Earnings per common share:
Basic EPS	$	0.87	$	0.92	$	2.18	$	2.01
Diluted EPS	$	0.87	$	0.92	$	2.17	$	2.01

____________________

(1)Dilutive effect of stock based onawards represents the ~~weighted average number~~effect of ~~shares of common stock outstanding during~~ the ~~period and reduced for shares held in treasury. The~~ assumed exercise of ~~outstanding exercisable~~ stock options and vesting of ~~RSUs does~~restricted stock units. Unvested awards do not ~~result in material dilution and is not included in the calculation for the three months ended March 31, 2021~~have dividend or ~~2020.~~dividend equivalent rights.

Note 5. Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Under the new guidance, which will replace the existing incurred loss model for recognizing credit losses, banks and other lending institutions will be required to recognize the full amount of expected credit losses. The new guidance, which is referred to as the current expected credit loss model ("CECL"), requires that expected credit losses for financial assets held at the reporting date that are accounted for at amortized cost be measured and recognized based on historical experience and current and reasonably supportable forecasted conditions to reflect the full amount of expected credit losses. A modified version of these requirements also applies to debt securities classified as AFS. As initially proposed, the ASU was to become effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption was permitted for fiscal years beginning after December 15, 2018, including interim periods within such years. In October 2019, the FASB approved amendments to delay the effective date of the ASU to fiscal years beginning after December 31, 2022, including interim periods within those fiscal years, for smaller reporting companies, as defined by the SEC, and other non-SEC reporting entities. As the Company is a smaller reporting company, the delay is applicable to the Company and the Company does not intend to early adopt the ASU at this time. The Company has established a CECL implementation team and developed a transition project plan. The Company utilizes a software package for its current calculation of the allowance for loan losses that will also be utilized for CECL implementation. Historical data has been compiled and training on utilizing the software for the existing incurred loss model has been completed. The Company continues the collection of historical data and training is ongoing surrounding CECL implementation and methodologies. This will facilitate the eventual implementation process and management's evaluation of the potential impact of the ASU on the Company's consolidated financial statements.

Union Bankshares, Inc. Page 10

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and has issued subsequent amendments thereto, which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. It is intended to help stakeholders during the global market-wide reference rate transition period. The guidance is effective for all entities as of March 12, 2020 through December 31, 2022. The transition away from LIBOR is not expected to have a material impact on the Company's financial statements.

In March 2020, various financial institution regulatory agencies, including the FRB and the FDIC (“the agencies”), issued an interagency statement on loan modifications and reporting for financial institutions working with customers affected by COVID-19. The guidance was subsequently amended following passage of the CARES Act, which included a provision for addressing certain COVID-19 related loan modifications. The interagency statement was effective immediately and impacted accounting for loan modifications. Under ASC No. 310-40, Receivables – Troubled Debt Restructurings by Creditors, a restructuring of debt constitutes a TDR if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. The agencies confirmed with the staff of the FASB that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not to be considered TDRs. This includes short-term (e.g., six months or less) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented. The agencies supplemented their interagency guidance on August 3, 2020 to provide prudent risk management

~~Union Bankshares, Inc. Page 10~~

and consumer protection principles for financial institutions to consider while working with borrowers near the end of their initial loan accommodation period. The interagency guidance is not expected to have a material impact on the Company’s financial statements.

Note 6. Investment Securities

Debt securities AFS as of the balance sheet dates consisted of the following:


March 31, 2021		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
September 30, 2021										September 30, 2021	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
		(Dollars in thousands)									(Dollars in thousands)

U.S. Government-sponsored enterprises	U.S. Government-sponsored enterprises	$	17,131	$	57	$	(429)	$	16,759	U.S. Government-sponsored enterprises	$	30,489	$	93	$	(303)	$	30,279
Agency mortgage-backed	Agency mortgage-backed	90,555		934		(2,122)		89,367		Agency mortgage-backed	119,082		770		(2,451)		117,401
State and political subdivisions	State and political subdivisions	26,322		1,166		(9)		27,479		State and political subdivisions	27,043		1,207		(38)		28,212
Corporate	Corporate	7,821		534		(29)		8,326		Corporate	7,828		494		(10)		8,312
Total	Total	$	141,829	$	2,691	$	(2,589)	$	141,931	Total	$	184,442	$	2,564	$	(2,802)	$	184,204


December 31, 2020	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(Dollars in thousands)


U.S. Government-sponsored enterprises	$	6,462	$	137	$	(51)	$	6,548
Agency mortgage-backed	61,123		1,307		(78)		62,352
State and political subdivisions	27,025		1,439		(3)		28,461
Corporate	7,817		660		(75)		8,402
Total	$	102,427	$	3,543	$	(207)	$	105,763

There were 0no investment securities HTM at ~~March 31,~~September 30, 2021 or December 31, 2020. There were 0no investment securities pledged as collateral at ~~March 31,~~September 30, 2021 or December 31, 2020.

Union Bankshares, Inc. Page 11

The amortized cost and estimated fair value of debt securities by contractual scheduled maturity as of ~~March 31,~~September 30, 2021 were as follows:


		Amortized Cost		Fair Value			Amortized Cost		Fair Value
Available-for-sale	Available-for-sale	(Dollars in thousands)				Available-for-sale	(Dollars in thousands)

Due from one to five years	Due from one to five years	$	6,477	$	6,827	Due from one to five years	$	12,036	$	12,343
Due from five to ten years	Due from five to ten years	24,958		25,189		Due from five to ten years	34,173		34,634
Due after ten years	Due after ten years	19,839		20,548		Due after ten years	19,151		19,826
		51,274		52,564			65,360		66,803
Agency mortgage-backed	Agency mortgage-backed	90,555		89,367		Agency mortgage-backed	119,082		117,401
Total debt securities available-for-sale	Total debt securities available-for-sale	$	141,829	$	141,931	Total debt securities available-for-sale	$	184,442	$	184,204

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

~~Union Bankshares, Inc. Page 11~~

Information pertaining to all debt securities AFS with gross unrealized losses as of the balance sheet dates, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:


March 31, 2021		Less Than 12 Months					12 Months and over					Total
September 30, 2021																	September 30, 2021	Less Than 12 Months					12 Months and over					Total
		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses			Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses
			(Dollars in thousands)																(Dollars in thousands)

U.S. Government- sponsored enterprises	U.S. Government- sponsored enterprises	20	$	12,505	$	(398)	8	$	1,579	$	(31)	28	$	14,084	$	(429)	U.S. Government- sponsored enterprises	13	$	25,613	$	(277)	12	$	1,080	$	(26)	25	$	26,693	$	(303)
Agency mortgage-backed	Agency mortgage-backed	35	62,192		(2,121)		1	68		(1)		36	62,260		(2,122)		Agency mortgage-backed	43	99,243		(2,345)		1	1,799		(106)		44	101,042		(2,451)
State and political subdivisions	State and political subdivisions	1	567		(9)		0	0		0		1	567		(9)		State and political subdivisions	3	2,139		(38)		—	—		—		3	2,139		(38)
Corporate	Corporate	0	0		0		2	972		(29)		2	972		(29)		Corporate	1	499		(1)		1	491		(9)		2	990		(10)

Total	Total	56	$	75,264	$	(2,528)	11	$	2,619	$	(61)	67	$	77,883	$	(2,589)	Total	60	$	127,494	$	(2,661)	14	$	3,370	$	(141)	74	$	130,864	$	(2,802)


December 31, 2020	December 31, 2020	Less Than 12 Months					12 Months and over					Total					December 31, 2020	Less Than 12 Months					12 Months and over					Total
		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses			Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses		Number of Securities	Fair Value		Gross Unrealized Losses
			(Dollars in thousands)																(Dollars in thousands)

U.S. Government- sponsored enterprises	U.S. Government- sponsored enterprises	15	$	2,005	$	(16)	8	$	1,661	$	(35)	23	$	3,666	$	(51)	U.S. Government- sponsored enterprises	15	$	2,005	$	(16)	8	$	1,661	$	(35)	23	$	3,666	$	(51)
Agency mortgage-backed	Agency mortgage-backed	19	21,698		(78)		0	0		0		19	21,698		(78)		Agency mortgage-backed	19	21,698		(78)		—	—		—		19	21,698		(78)
State and political subdivisions	State and political subdivisions	1	575		(3)		0	0		0		1	575		(3)		State and political subdivisions	1	575		(3)		—	—		—		1	575		(3)
Corporate	Corporate	0	0		0		3	1,424		(75)		3	1,424		(75)		Corporate	—	—		—		3	1,424		(75)		3	1,424		(75)

Total	Total	35	$	24,278	$	(97)	11	$	3,085	$	(110)	46	$	27,363	$	(207)	Total	35	$	24,278	$	(97)	11	$	3,085	$	(110)	46	$	27,363	$	(207)

The Company evaluates all investment securities on a quarterly basis, and more frequently when economic conditions warrant, to determine if an OTTI exists. A security is considered impaired if the fair value is lower than its amortized cost basis at the report date. If impaired, management then assesses whether the unrealized loss is OTT.

An unrealized loss on a debt security is generally deemed to be OTT and a credit loss is deemed to exist if the present value of the expected future cash flows is less than the amortized cost basis of the debt security. The credit loss component of OTTI write-down is recorded, net of tax effect, through net income as a component of net OTTI losses in the consolidated statements of income, while the remaining portion of the impairment loss is recognized in OCI, provided the Company does not intend to sell the underlying debt security and it is "more likely than not" that the Company will not have to sell the debt security prior to recovery.

Union Bankshares, Inc. Page 12

Management considers the following factors in determining whether OTTI exists and the period over which the security is expected to recover:

•The length of time, and extent to which, the fair value has been less than the amortized cost;

•Adverse conditions specifically related to the security, industry, or geographic area;

•The historical and implied volatility of the fair value of the security;

•The payment structure of the debt security and the likelihood of the issuer being able to make payments that may increase in the future;

•Failure of the issuer of the security to make scheduled interest or principal payments;

•Any changes to the rating of the security by a rating agency;

•Recoveries or additional declines in fair value subsequent to the balance sheet date; and

•The nature of the issuer, including whether it is a private company, public entity or government-sponsored enterprise, and the existence or likelihood of any government or third party guaranty.

The Company has the ability to hold the investment securities that had unrealized losses at ~~March 31,~~September 30, 2021 and December 31, 2020 for the foreseeable future. The decline in value is the result of market conditions and not attributable to credit quality in the investment securities and 0no declines were deemed by management to be OTT.

~~Union Bankshares, Inc. Page 12~~

~~There were 0 sales of AFS securities during the three months ended March 31, 2021.~~ The following table presents the proceeds, gross realized gains and gross realized losses from the sales of AFS ~~securities for the three months ended March 31, 2020:~~securities:

~~For The Three Months Ended March 31, 2020~~

~~(Dollars in thousands)~~

~~Proceeds~~

~~3,076~~

~~Gross gains~~

~~Gross losses~~

~~(21)~~

~~Net gains on sales of investment securities AFS~~



	For The Three Months Ended September 30,				For The Nine Months Ended September 30,
	2021		2020		2021		2020
	(Dollars in thousands)
Proceeds	$	8,718	$	—	$	8,718	$	3,076

Gross gains	27		—		27		32
Gross losses	(57)		—		(57)		(21)
Net (losses) gains on sales of investment securities AFS	$	(30)	$	—	$	(30)	$	11

Note 7. Loans

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their unpaid principal balances, adjusted for any charge-offs, the ALL, and any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.

Loan interest income is accrued daily on outstanding balances. The following accounting policies, related to accrual and nonaccrual loans, apply to all portfolio segments and loan classes, which the Company considers to be the same. The accrual of interest is normally discontinued when a loan is specifically determined to be impaired and/or management believes, after considering collection efforts and other factors, that the borrower's financial condition is such that collection of interest is doubtful. Generally, any unpaid interest previously accrued on those loans is reversed against current period interest income. A loan may be restored to accrual status when its financial status has significantly improved and there is no principal or interest past due. A loan may also be restored to accrual status if the borrower makes six consecutive monthly payments or the lump sum equivalent. Income on nonaccrual loans is generally not recognized unless a loan is returned to accrual status or after all principal has been collected. Interest income generally is not recognized on impaired loans unless the likelihood of further loss is remote. Interest payments received on such loans are generally applied as a reduction of the loan principal balance. Delinquency status is determined based on contractual terms for all portfolio segments and loan classes. Loans past due 30 days or more are considered delinquent. Loans are considered in process of foreclosure when a judgment of foreclosure has been issued by the court.

Loan origination fees and direct loan origination costs are deferred and amortized as an adjustment of the related loan's yield using methods that approximate the interest method. The Company generally amortizes these amounts over the estimated average life of the related loans.

Union Bankshares, Inc. Page 13

The composition of Net loans as of the balance sheet dates was as follows:


		March 31, 2021		December 31, 2020			September 30, 2021		December 31, 2020
		(Dollars in thousands)					(Dollars in thousands)
Residential real estate	Residential real estate	$	206,562	$	183,166	Residential real estate	$	225,797	$	183,166
Construction real estate	Construction real estate	65,470		57,417		Construction real estate	73,845		57,417
Commercial real estate	Commercial real estate	317,739		320,627		Commercial real estate	322,212		320,627
Commercial	Commercial	118,321		108,861		Commercial	64,156		108,861
Consumer	Consumer	2,532		2,601		Consumer	2,614		2,601
Municipal	Municipal	91,630		98,497		Municipal	83,562		98,497
Gross loans	Gross loans	802,254		771,169		Gross loans	772,186		771,169
Allowance for loan losses	Allowance for loan losses	(8,429)		(8,271)		Allowance for loan losses	(8,561)		(8,271)
Net deferred loan fees	Net deferred loan fees	(765)		(146)		Net deferred loan fees	36		(146)
Net loans	Net loans	$	793,060	$	762,752	Net loans	$	763,661	$	762,752

There were ~~803~~384 and 679 PPP loans totaling ~~$77.2~~$28.2 million and $66.2 million classified as commercial loans as of ~~March 31,~~September 30, 2021 and December 31, 2020, respectively. ~~Origination~~Deferred origination fees received from the SBA on these PPP loans totaled ~~$3.1~~$1.5 million and $2.4 million at ~~March 31,~~September 30, 2021 and December 31, 2020, respectively, and will be amortized over the respective lives of the loans. PPP loan origination fees of ~~$668~~$675 thousand and $2.1 million were recognized in earnings during the three and nine months ended ~~March 31, 2021.~~

~~Union Bankshares, Inc. Page 13~~

September 30, 2021, respectively, and $311 thousand and $545 thousand was recognized during the three and nine months ended September 30, 2020, respectively.

Qualifying residential first mortgage loans and certain commercial real estate loans with an aggregate carrying value of ~~$203.8~~$225.5 million and $210.0 million were pledged as collateral for borrowings from the FHLB under a blanket lien at ~~March 31,~~September 30, 2021 and December 31, 2020, respectively.

A summary of current, past due and nonaccrual loans as of the balance sheet dates follows:


March 31, 2021		Current		30-59 Days		60-89 Days		90 Days and Over and Accruing		Nonaccrual		Total
September 30, 2021														September 30, 2021	Current		30-59 Days		60-89 Days		90 Days and Over and Accruing		Nonaccrual		Total
		(Dollars in thousands)													(Dollars in thousands)
Residential real estate	Residential real estate	$	202,910	$	2,253	$	34	$	244	$	1,121	$	206,562	Residential real estate	$	224,507	$	138	$	166	$	43	$	943	$	225,797
Construction real estate	Construction real estate	65,243		10		52		19		146		65,470		Construction real estate	73,565		142		—		—		138		73,845
Commercial real estate	Commercial real estate	313,124		6		0		0		4,609		317,739		Commercial real estate	317,136		—		490		—		4,586		322,212
Commercial	Commercial	118,319		0		0		0		2		118,321		Commercial	63,721		435		—		—		—		64,156
Consumer	Consumer	2,532		0		0		0		0		2,532		Consumer	2,610		4		—		—		—		2,614
Municipal	Municipal	91,630		0		0		0		0		91,630		Municipal	83,562		—		—		—		—		83,562
Total	Total	$	793,758	$	2,269	$	86	$	263	$	5,878	$	802,254	Total	$	765,101	$	719	$	656	$	43	$	5,667	$	772,186


December 31, 2020	December 31, 2020	Current		30-59 Days		60-89 Days		90 Days and Over and Accruing		Nonaccrual		Total		December 31, 2020	Current		30-59 Days		60-89 Days		90 Days and Over and Accruing		Nonaccrual		Total
		(Dollars in thousands)													(Dollars in thousands)
Residential real estate	Residential real estate	$	179,794	$	2,166	$	211	$	368	$	627	$	183,166	Residential real estate	$	179,794	$	2,166	$	211	$	368	$	627	$	183,166
Construction real estate	Construction real estate	57,116		70		67		143		21		57,417		Construction real estate	57,116		70		67		143		21		57,417
Commercial real estate	Commercial real estate	317,748		1,130		0		0		1,749		320,627		Commercial real estate	317,748		1,130		—		—		1,749		320,627
Commercial	Commercial	108,749		99		0		0		13		108,861		Commercial	108,749		99		—		—		13		108,861
Consumer	Consumer	2,595		6		0		0		0		2,601		Consumer	2,595		6		—		—		—		2,601
Municipal	Municipal	98,497		0		0		0		0		98,497		Municipal	98,497		—		—		—		—		98,497
Total	Total	$	764,499	$	3,471	$	278	$	511	$	2,410	$	771,169	Total	$	764,499	$	3,471	$	278	$	511	$	2,410	$	771,169

There were 0no loans in process of foreclosure at ~~March 31,~~September 30, 2021 orand December 31, 2020. A moratorium on residential mortgage foreclosures instituted by the State of Vermont in April 2020 related to the COVID-19 pandemic ~~remained in effect as of March 31,~~was lifted effective

Union Bankshares, Inc. Page 14

July 15, 2021. Aggregate interest on nonaccrual loans not recognized was ~~$466~~$492 thousand as of ~~March 31,~~September 30, 2021 and $420 thousand as of December 31, 2020.

Note 8. Allowance for Loan Losses and Credit Quality

The ALL is established for estimated losses in the loan portfolio through a provision for loan losses charged to earnings. For all loan classes, loan losses are charged against the ALL when management believes the loan balance is uncollectible or in accordance with federal guidelines. Subsequent recoveries, if any, are credited to the ALL.

The ALL is maintained at a level believed by management to be appropriate to absorb probable credit losses inherent in the loan portfolio as of the balance sheet date. The amount of the ALL is based on management's periodic evaluation of the collectability of the loan portfolio, including the nature, volume and risk characteristics of the portfolio, credit concentrations, trends in historical loss experience, estimated value of any underlying collateral, specific impaired loans and economic conditions. There was no change to the methodology used to estimate the ALL during the ~~first~~third quarter of 2021. While management uses available information to recognize losses on loans, future additions to the ALL may be necessary based on changes in economic conditions or other relevant factors.

In addition, various regulatory agencies, as an integral part of their examination process, regularly review the Company's ALL. Such agencies may require the Company to recognize additions to the ALL, with a corresponding charge to earnings, based on their judgments about information available to them at the time of their examination, which may not be currently available to management.

The ALL consists of specific, general and unallocated components. The specific component relates to the loans that are classified as impaired. Loans are evaluated for impairment and may be classified as impaired when management believes it is probable that the Company will not collect all the contractual interest and principal payments as scheduled in the loan

~~Union Bankshares, Inc. Page 14~~

agreement. Impaired loans may also include troubled loans that are restructured. A TDR occurs when the Company, for economic or legal reasons related to the borrower's financial difficulties, grants a concession to the borrower that would otherwise not be granted. A TDR classification may result from the transfer of assets to the Company in partial satisfaction of a troubled loan, a modification of a loan's terms (such as reduction of stated interest rates below market rates, extension of maturity that does not conform to the Company's policies, reduction of the face amount of the loan, reduction of accrued interest, or reduction or deferment of loan payments), or a combination. A specific reserve amount is allocated to the ALL for individual loans that have been classified as impaired based on management's estimate of the fair value of the collateral for collateral dependent loans, an observable market price, or the present value of anticipated future cash flows. The Company accounts for the change in present value attributable to the passage of time in the loan loss reserve. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer, real estate or small balance commercial loans for impairment evaluation, unless such loans are subject to a restructuring agreement or have been identified as impaired as part of a larger customer relationship. Based on an evaluation of the Company's historical loss experience on substandard commercial loans, management has established the commercial loan threshold for individual impairment evaluation as commercial loan relationships with aggregate balances greater than $500 thousand.

The general component represents the level of ALL allocable to each loan portfolio segment with similar risk characteristics and is determined based on historical loss experience, adjusted for qualitative factors, for each class of loan. Management deems a five year average to be an appropriate time frame on which to base historical losses for each portfolio segment. Qualitative factors considered include underwriting, economic and market conditions, portfolio composition, collateral values, delinquencies, lender experience and legal issues. The qualitative factors are determined based on the various risk characteristics of each portfolio segment. Risk characteristics relevant to each portfolio segment are as follows:

•Residential real estate - Loans in this segment are collateralized by owner-occupied 1-4 family residential real estate, second and vacation homes, 1-4 family investment properties, home equity and second mortgage loans. Repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, could have an effect on the credit quality of this segment.

•Construction real estate - Loans in this segment include residential and commercial construction properties, commercial real estate development loans (while in the construction phase of the projects), land and land development loans. Repayment is dependent on the credit quality of the individual borrower and/or the underlying cash flows generated by the properties being constructed. The overall health of the economy, including unemployment rates, housing prices, vacancy rates and material costs, could have an effect on the credit quality of this segment.

Union Bankshares, Inc. Page 15

•Commercial real estate - Loans in this segment are primarily properties occupied by businesses or income-producing properties. The underlying cash flows generated by the properties may be adversely impacted by a downturn in the economy as evidenced by a general slowdown in business or increased vacancy rates which, in turn, could have an effect on the credit quality of this segment. Management requests business financial statements at least annually and monitors the cash flows of these loans.

•Commercial - Loans in this segment are made to businesses and are generally secured by non-real estate assets of the business. Repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer or business spending, could have an effect on the credit quality of this segment.

•Consumer - Loans in this segment are made to individuals for personal expenditures, such as an automobile purchase, and include unsecured loans. Repayment is primarily dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment, could have an effect on the credit quality of this segment.

•Municipal - Loans in this segment are made to municipalities located within the Company's service area. Repayment is primarily dependent on taxes or other funds collected by the municipalities. Management considers there to be minimal risk surrounding the credit quality of this segment.

Management increased certain economic qualitative factors utilized to estimate the ALL during the first nine months of 2020 at the onset of the COVID-19 pandemic. Due to continued indications of economic improvement and with the majority of borrowers that had executed loan modifications due to COVID-19 no longer subject to modified terms, the economic qualitative reserve factor assigned to the commercial, commercial real estate, residential, junior lien, consumer and municipal loan portfolios was decreased 5 bps during the third quarter of 2021.

An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the ALL reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.

All evaluations are inherently subjective as they require estimates that are susceptible to significant revision as more information becomes available or as changes occur in economic conditions or other relevant factors. Despite the allocation shown in the tables below, the ALL is general in nature and is available to absorb losses from any class of loan.

~~Union Bankshares, Inc. Page 15~~

Changes in the ALL, by class of loans, for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020 were as follows:


For The Three Months Ended March 31, 2021		Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
For The Three Months Ended September 30, 2021																		For The Three Months Ended September 30, 2021	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
		(Dollars in thousands)																	(Dollars in thousands)
Balance, December 31, 2020		$	1,776	$	763	$	4,199	$	458	$	15	$	214	$	846	$	8,271
Balance, June 30, 2021																		Balance, June 30, 2021	$	2,082	$	1,024	$	4,111	$	425	$	12	$	81	$	770	$	8,505
Provision (credit) for loan losses	Provision (credit) for loan losses	212		118		(66)		(15)		(2)		(15)		(82)		150		Provision (credit) for loan losses	(80)		(24)		(96)		(90)		3		56		231		—
Recoveries of amounts charged off	Recoveries of amounts charged off	8		0		0		0		0		0		0		8		Recoveries of amounts charged off	58		—		—		—		—		—		—		58
		1,996		881		4,133		443		13		199		764		8,429			2,060		1,000		4,015		335		15		137		1,001		8,563
Amounts charged off	Amounts charged off	0		0		0		0		0		0		0		0		Amounts charged off	—		—		—		—		(2)		—		—		(2)
Balance, March 31, 2021		$	1,996	$	881	$	4,133	$	443	$	13	$	199	$	764	$	8,429
Balance, September 30, 2021																		Balance, September 30, 2021	$	2,060	$	1,000	$	4,015	$	335	$	13	$	137	$	1,001	$	8,561


For The Three Months Ended March 31, 2020		Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
For The Three Months Ended September 30, 2020																		For The Three Months Ended September 30, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
		(Dollars in thousands)																	(Dollars in thousands)
Balance, December 31, 2019		$	1,392	$	774	$	3,178	$	394	$	23	$	76	$	285	$	6,122
Balance, June 30, 2020																		Balance, June 30, 2020	$	1,590	$	594	$	3,832	$	491	$	23	$	79	$	279	$	6,888
Provision (credit) for loan losses	Provision (credit) for loan losses	98		(152)		335		13		0		9		(3)		300		Provision (credit) for loan losses	5		75		313		1		(4)		133		277		800
Recoveries of amounts charged off	Recoveries of amounts charged off	23		0		0		0		0		0		0		23		Recoveries of amounts charged off	5		—		—		—		1		—		—		6
		1,513		622		3,513		407		23		85		282		6,445			1,600		669		4,145		492		20		212		556		7,694
Amounts charged off	Amounts charged off	0		0		(54)		0		0		0		0		(54)		Amounts charged off	—		—		—		—		(3)		—		—		(3)
Balance, March 31, 2020		$	1,513	$	622	$	3,459	$	407	$	23	$	85	$	282	$	6,391
Balance, September 30, 2020																		Balance, September 30, 2020	$	1,600	$	669	$	4,145	$	492	$	17	$	212	$	556	$	7,691

Union Bankshares, Inc. Page 16



For The Nine Months Ended September 30, 2021	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
	(Dollars in thousands)
Balance, December 31, 2020	$	1,776	$	763	$	4,199	$	458	$	15	$	214	$	846	$	8,271
Provision (credit) for loan losses	218		237		(184)		(123)		(1)		(77)		155		225
Recoveries of amounts charged off	66		—		—		—		1		—		—		67
	2,060		1,000		4,015		335		15		137		1,001		8,563
Amounts charged off	—		—		—		—		(2)		—		—		(2)
Balance, September 30, 2021	$	2,060	$	1,000	$	4,015	$	335	$	13	$	137	$	1,001	$	8,561



For The Nine Months Ended September 30, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
	(Dollars in thousands)
Balance, December 31, 2019	$	1,392	$	774	$	3,178	$	394	$	23	$	76	$	285	$	6,122
Provision (credit) for loan losses	180		(105)		1,021		98		(1)		136		271		1,600
Recoveries of amounts charged off	28		—		—		—		1		—		—		29
	1,600		669		4,199		492		23		212		556		7,751
Amounts charged off	—		—		(54)		—		(6)		—		—		(60)
Balance, September 30, 2020	$	1,600	$	669	$	4,145	$	492	$	17	$	212	$	556	$	7,691

The allocation of the ALL, summarized on the basis of the Company's impairment methodology by class of loan, as of the balance sheet dates, was as follows:


March 31, 2021		Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
September 30, 2021																		September 30, 2021	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
		(Dollars in thousands)																	(Dollars in thousands)
Individually evaluated for impairment	Individually evaluated for impairment	$	27	$	0	$	31	$	0	$	0	$	0	$	0	$	58	Individually evaluated for impairment	$	26	$	—	$	20	$	—	$	—	$	—	$	—	$	46
Collectively evaluated for impairment	Collectively evaluated for impairment	1,969		881		4,102		443		13		199		764		8,371		Collectively evaluated for impairment	2,034		1,000		3,995		335		13		137		1,001		8,515
Total allocated	Total allocated	$	1,996	$	881	$	4,133	$	443	$	13	$	199	$	764	$	8,429	Total allocated	$	2,060	$	1,000	$	4,015	$	335	$	13	$	137	$	1,001	$	8,561


December 31, 2020	December 31, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total		December 31, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Unallocated		Total
		(Dollars in thousands)																	(Dollars in thousands)
Individually evaluated for impairment	Individually evaluated for impairment	$	30	$	0	$	21	$	7	$	0	$	0	$	0	$	58	Individually evaluated for impairment	$	30	$	—	$	21	$	7	$	—	$	—	$	—	$	58
Collectively evaluated for impairment	Collectively evaluated for impairment	1,746		763		4,178		451		15		214		846		8,213		Collectively evaluated for impairment	1,746		763		4,178		451		15		214		846		8,213
Total allocated	Total allocated	$	1,776	$	763	$	4,199	$	458	$	15	$	214	$	846	$	8,271	Total allocated	$	1,776	$	763	$	4,199	$	458	$	15	$	214	$	846	$	8,271

~~Union Bankshares, Inc. Page 16~~

The recorded investment in loans, summarized on the basis of the Company's impairment methodology by class of loan, as of the balance sheet dates, was as follows:


March 31, 2021		Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
September 30, 2021																September 30, 2021	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
		(Dollars in thousands)															(Dollars in thousands)
Individually evaluated for impairment	Individually evaluated for impairment	$	1,740	$	210	$	5,275	$	170	$	0	$	0	$	7,395	Individually evaluated for impairment	$	1,773	$	199	$	4,979	$	10	$	—	$	—	$	6,961
Collectively evaluated for impairment	Collectively evaluated for impairment	204,822		65,260		312,464		118,151		2,532		91,630		794,859		Collectively evaluated for impairment	224,024		73,646		317,233		64,146		2,614		83,562		765,225

Total	Total	$	206,562	$	65,470	$	317,739	$	118,321	$	2,532	$	91,630	$	802,254	Total	$	225,797	$	73,845	$	322,212	$	64,156	$	2,614	$	83,562	$	772,186

December 31, 2020 Residential Real Estate Construction Real Estate Commercial Real Estate Commercial Consumer Municipal Total
(Dollars in thousands)
Individually evaluated
for impairment $ 1,782 $ 210 $ 2,422 $ 207 $ 0 $ 0 $ 4,621
Collectively evaluated
for impairment 181,384 57,207 318,205 108,654 2,601 98,497 766,548
Total $ 183,166 $ 57,417 $ 320,627 $ 108,861 $ 2,601 $ 98,497 $ 771,169

Union Bankshares, Inc. Page 17


December 31, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
	(Dollars in thousands)
Individually evaluated for impairment	$	1,782	$	210	$	2,422	$	207	$	—	$	—	$	4,621
Collectively evaluated for impairment	181,384		57,207		318,205		108,654		2,601		98,497		766,548


Total	$	183,166	$	57,417	$	320,627	$	108,861	$	2,601	$	98,497	$	771,169

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

1-3 Rating - Pass

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

~~4/M~~4-4.5 Rating - Satisfactory/Monitor

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

5-7 Rating - Substandard

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

The following tables summarize the loan ratings applied by management to the Company's loans by class as of the balance sheet dates:


March 31, 2021		Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
September 30, 2021																September 30, 2021	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
		(Dollars in thousands)															(Dollars in thousands)
Pass	Pass	$	189,900	$	46,150	$	168,141	$	108,646	$	2,522	$	91,630	$	606,989	Pass	$	205,820	$	48,922	$	161,148	$	58,336	$	2,608	$	83,562	$	560,396
Satisfactory/Monitor	Satisfactory/Monitor	13,280		19,091		143,075		9,411		10		0		184,867		Satisfactory/Monitor	16,833		24,724		155,244		5,290		6		—		202,097
Substandard	Substandard	3,382		229		6,523		264		0		0		10,398		Substandard	3,144		199		5,820		530		—		—		9,693

Total	Total	$	206,562	$	65,470	$	317,739	$	118,321	$	2,532	$	91,630	$	802,254	Total	$	225,797	$	73,845	$	322,212	$	64,156	$	2,614	$	83,562	$	772,186


December 31, 2020	Residential Real Estate		Construction Real Estate		Commercial Real Estate		Commercial		Consumer		Municipal		Total
	(Dollars in thousands)
Pass	$	166,119	$	42,853	$	172,048	$	98,314	$	2,595	$	98,497	$	580,426
Satisfactory/Monitor	13,756		14,319		144,784		10,116		6		—		182,981
Substandard	3,291		245		3,795		431		—		—		7,762


Total	$	183,166	$	57,417	$	320,627	$	108,861	$	2,601	$	98,497	$	771,169

Union Bankshares, Inc. Page 1718

December 31, 2020 Residential Real Estate Construction Real Estate Commercial Real Estate Commercial Consumer Municipal Total
(Dollars in thousands)
Pass $ 166,119 $ 42,853 $ 172,048 $ 98,314 $ 2,595 $ 98,497 $ 580,426
Satisfactory/Monitor 13,756 14,319 144,784 10,116 6 0 182,981
Substandard 3,291 245 3,795 431 0 0 7,762
Total $ 183,166 $ 57,417 $ 320,627 $ 108,861 $ 2,601 $ 98,497 $ 771,169

The following tables provide information with respect to impaired loans by class of loan as of and for the three and nine months ended ~~March 31,~~September 30, 2021 and ~~March 31,~~September 30, 2020:


		As of March 31, 2021						For The Three Months Ended March 31, 2021					As of September 30, 2021						For The Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021
		Recorded Investment (1)		Principal Balance (1)		Related Allowance		Average Recorded Investment		Interest Income Recognized					Recorded Investment (1)		Principal Balance (1)		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
		(Dollars in thousands)										(Dollars in thousands)
Residential real estate	Residential real estate	$	205	$	215	$	27							Residential real estate	$	201	$	211	$	26

Commercial real estate	Commercial real estate	1,617		1,771		31								Commercial real estate	1,596		1,766		20

With an allowance recorded	With an allowance recorded	1,822		1,986		58								With an allowance recorded	1,797		1,977		46

Residential real estate	Residential real estate	1,535		2,118		—								Residential real estate	1,572		2,056		—
Construction real estate	Construction real estate	210		230		—								Construction real estate	199		220		—
Commercial real estate	Commercial real estate	3,658		3,761		—								Commercial real estate	3,383		3,402		—
Commercial	Commercial	170		173		—								Commercial	10		12		—
With no allowance recorded	With no allowance recorded	5,573		6,282		—								With no allowance recorded	5,164		5,690		—

Residential real estate	Residential real estate	1,740		2,333		27		$	1,761	$	55			Residential real estate	1,773		2,267		26		$	1,732	$	95	$	1,746	$	172
Construction real estate	Construction real estate	210		230		0		210		1				Construction real estate	199		220		—		203		1		207		3
Commercial real estate	Commercial real estate	5,275		5,532		31		3,849		13				Commercial real estate	4,979		5,168		20		5,122		149		4,485		187
Commercial	Commercial	170		173		0		184		5				Commercial	10		12		—		11		—		100		6
Total	Total	$	7,395	$	8,268	$	58	$	6,004	$	74			Total	$	6,961	$	7,667	$	46	$	7,068	$	245	$	6,538	$	368

____________________

(1)Does not reflect government guaranties on impaired loans as of ~~March 31,~~September 30, 2021 totaling ~~$489~~$350 thousand.

As of March 31, 2020 For The Three Months Ended March 31, 2020
Recorded Investment
(1) Principal Balance
(1) Related Allowance Average Recorded Investment Interest Income Recognized
(Dollars in thousands)
Residential real estate $ 1,488 $ 2,044 $ 68 $ 1,502 $ 19
Construction real estate 218 237 0 220 1
Commercial real estate 3,158 3,290 133 3,181 22
Commercial 280 284 7 290 7
Total $ 5,144 $ 5,855 $ 208 $ 5,193 $ 49


	As of September 30, 2020						For The Three Months Ended September 30, 2020				For the Nine Months Ended September 30, 2020
	Recorded Investment (1)		Principal Balance (1)		Related Allowance		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
Residential real estate	$	1,805	$	2,413	$	33	$	1,882	$	19	$	1,692	$	47
Construction real estate	212		233		—		215		1		218		3
Commercial real estate	3,018		3,245		36		3,051		26		3,116		64
Commercial	229		233		7		240		4		264		16
Total	$	5,264	$	6,124	$	76	$	5,388	$	50	$	5,290	$	130

____________________

(1)Does not reflect government guaranties on impaired loans as of ~~March 31,~~September 30, 2020 totaling ~~$570~~$535 thousand.

Union Bankshares, Inc. Page 1819

The following table provides information with respect to impaired loans by class of loan as of December 31, 2020:


		December 31, 2020							December 31, 2020
		Recorded Investment (1)		Principal Balance (1)		Related Allowance			Recorded Investment (1)		Principal Balance (1)		Related Allowance
		(Dollars in thousands)							(Dollars in thousands)
Residential real estate	Residential real estate	$	208	$	218	$	30	Residential real estate	$	208	$	218	$	30

Commercial real estate	Commercial real estate	1,634		1,774		21		Commercial real estate	1,634		1,774		21
Commercial	Commercial	9		11		7		Commercial	9		11		7
With an allowance recorded	With an allowance recorded	1,851		2,003		58		With an allowance recorded	1,851		2,003		58

Residential real estate	Residential real estate	1,574		2,182		—		Residential real estate	1,574		2,182		—
Construction real estate	Construction real estate	210		231		—		Construction real estate	210		231		—
Commercial real estate	Commercial real estate	788		890		—		Commercial real estate	788		890		—
Commercial	Commercial	198		200		—		Commercial	198		200		—
With no allowance recorded	With no allowance recorded	2,770		3,503		—		With no allowance recorded	2,770		3,503		—

Residential real estate	Residential real estate	1,782		2,400		30		Residential real estate	1,782		2,400		30
Construction real estate	Construction real estate	210		231		0		Construction real estate	210		231		—
Commercial real estate	Commercial real estate	2,422		2,664		21		Commercial real estate	2,422		2,664		21
Commercial	Commercial	207		211		7		Commercial	207		211		7
Total	Total	$	4,621	$	5,506	$	58	Total	$	4,621	$	5,506	$	58

____________________

(1)Does not reflect government guaranties on impaired loans as of December 31, 2020 totaling $514 thousand.

The following is a summary of TDR loans by class of loan as of the balance sheet dates:


		March 31, 2021			December 31, 2020				September 30, 2021			December 31, 2020
		Number of Loans	Principal Balance		Number of Loans	Principal Balance			Number of Loans	Principal Balance		Number of Loans	Principal Balance
		(Dollars in thousands)							(Dollars in thousands)
Residential real estate	Residential real estate	30	$	1,740	32	$	1,782	Residential real estate	29	$	1,773	32	$	1,782
Construction real estate	Construction real estate	2	85		2	87		Construction real estate	2	82		2	87
Commercial real estate	Commercial real estate	6	771		6	788		Commercial real estate	4	487		6	788
Commercial	Commercial	4	170		5	207		Commercial	2	10		5	207
Total	Total	42	$	2,766	45	$	2,864	Total	37	$	2,352	45	$	2,864

The TDR loans above represent loan modifications in which a concession was provided to the borrower, including due date extensions, maturity date extensions, interest rate reductions or the forgiveness of accrued interest. Troubled loans that are restructured and meet established thresholds are classified as impaired and a specific reserve amount is allocated to the ALL on the basis of the fair value of the collateral for collateral dependent loans, an observable market price, or the present value of anticipated future cash flows.

~~There was 0~~The following tables provides new TDR activity for the three and nine months ended ~~March 31,~~September 30, 2021 ~~or 2020.~~and 2020:



	New TDRs During the					New TDRs During the
	Three Months Ended September 30, 2021					Nine Months Ended September 30, 2021
	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment			Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(Dollars in thousands)
Residential real estate	2	$	445	$	445		2	$	445	$	445

Union Bankshares, Inc. Page 20



	New TDRs During the					New TDRs During the
	Three Months Ended September 30, 2020					Nine Months Ended September 30, 2020
	Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of Loans	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(Dollars in thousands)
Residential real estate	2	$	54	$	56	8	$	547	$	549

There were 0no TDR loans modified within the previous twelve months that subsequently defaulted during the three and nine months ended ~~March 31,~~September 30, 2021 or 2020. TDR loans are considered defaulted at 90 days past due.

In March 2020, the federal banking agencies issued guidance, confirmed by the FASB, that certain short-term modifications made to loans to borrowers affected by the COVID-19 pandemic and government shutdown orders would not be considered TDRs under specified circumstances (See Notes 2 and 5). Through ~~March 31,~~September 30, 2021, the Company had executed modifications under this guidance on outstanding loan balances of ~~$167.2~~$145.6 million that carried accrued interest of ~~$1.1 million.~~$926 thousand. Of the total modifications executed, outstanding loan balances of ~~$28.0 million~~$748 thousand remained subject to modified terms and carried accrued interest of ~~$287~~$34 thousand as of ~~March 31,~~September 30, 2021. The Company intends to continue to follow the guidance of the banking regulators in making TDR determinations.

~~Union Bankshares, Inc. Page 19~~

At ~~March 31,~~September 30, 2021 and December 31, 2020, the Company was not committed to lend any additional funds to borrowers whose loans were nonperforming, impaired or restructured.

Note 9. Stock Based Compensation

Under the Union Bankshares, Inc. 2014 Equity Incentive Plan, 50,000 shares of the Company’s common stock were reserved for equity awards of incentive stock options, nonqualified stock options, restricted stock and RSUs to eligible officers and (except for awards of incentive stock options) nonemployee directors. Shares available for issuance of awards under the 2014 Equity Plan consist of unissued shares of the Company’s common stock and/or shares held in treasury. As of ~~March 31,~~September 30, 2021, there were outstanding grants of RSUs and incentive stock options under the 2014 Equity Plan with respect to an aggregate of ~~18,123~~27,044 shares of common stock.

RSUs. Each outstanding RSU represents the right to receive ~~one~~1 share of the Company's common stock upon satisfaction of applicable vesting conditions. The general terms of the awards are described in the Company's 2020 Annual Report. Prior to vesting, the RSUs do not earn dividends or dividend equivalents, nor do they bear any voting rights.

The following table summarizes the RSUs awarded to Company executives in 2019, 2020 and 2021, and the number of such RSUs remaining unvested as of ~~March 31,~~September 30, 2021:


		Number of RSUs Granted	Weighted-Average Grant Date Fair Value		Number of Unvested RSUs		Number of RSUs Granted	Weighted Average Grant Date Fair Value		Number of Unvested RSUs
2019 Award	2019 Award	3,734	$	47.75	500	2019 Award	3,734	$	47.75	500
2020 Award	2020 Award	8,918	36.26		5,139	2020 Award	8,918	36.26		5,139
2021 Award	2021 Award	17,685	26.73		17,685	2021 Award	17,685	26.73		17,685
Total	Total	30,337			23,324	Total	30,337			23,324

Unrecognized compensation expense related to the unvested RSUs as of ~~March 31,~~September 30, 2021 ~~and 2020~~ was ~~$471~~$319 thousand and ~~$167~~was $209 thousand ~~respectively.~~as of December 31, 2020.

On May ~~22, 2020,~~19, 2021, the Company's board of directors, as a component of total director compensation, granted an aggregate of ~~2,152~~1,220 RSUs to the Company's non-employee directors. Each RSU represents the right to receive ~~one~~1 share of the Company's common stock upon satisfaction of applicable vesting conditions. The RSUs will vest in May ~~2021,~~2022, subject to continued board service through the vesting date, other than in the case of the director's death or disability. Prior to vesting, the RSUs do not earn dividends or dividend equivalents, nor do they bear any voting rights. Unrecognized director compensation expense related to the unvested RSUs as of ~~March 31,~~September 30, 2021 was $7$27 thousand.

Stock options. As of ~~March 31,~~September 30, 2021, ~~4,000~~2,500 incentive stock options granted in December 2014 under the 2014 Equity Plan remained outstanding and exercisable and will expire in December 2021. The intrinsic value of those options was ~~$24~~$20 thousand as of ~~March 31,~~September 30, 2021. During the ~~three~~nine months ended ~~March 31,~~September 30, 2021, ~~500~~2,000 incentive stock options under the 2014

Union Bankshares, Inc. Page 21

Equity Plan were exercised. There was 0no unrecognized compensation expense related to the remaining options as of ~~March 31,~~September 30, 2021.

Note 10. Subordinated Debentures and Notes

In August 2021, the Company completed the private placement of $16.5 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2031 (the "Notes") to certain qualified institutional buyers and accredited investors. The Notes will initially bear interest, payable semi-annually, at the rate of 3.25% per annum, until September 1, 2026. From and including September 1, 2026, the interest rate applicable to the outstanding principal amount due will reset quarterly to the then current three-month secured overnight financing rate (SOFR) plus 263 basis points. The Company may, at its option, beginning with the interest payment date of September 1, 2026 but not generally prior thereto, and on any scheduled interest payment date thereafter, redeem the Notes, in whole or in part. The Notes have been structured to qualify as Tier 2 capital instruments for the Company under bank regulatory guidelines.

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

At September 30, 2021, the unamortized issuance costs of the Notes were $336 thousand. For the three and nine months ended September 30, 2021, $3 thousand in issuance costs were recorded in interest expense. The Notes are presented net of unamortized issuance costs in the consolidated balance sheets.

Note ~~10.~~11. Other Comprehensive Income

Accounting principles generally require recognized revenue, expenses, gains and losses be included in net income or loss. Certain changes in assets and liabilities, such as the after tax effect of unrealized gains and losses on investment securities AFS that are not OTTI, are not reflected in the consolidated statements of income. The cumulative effect of such items, net of tax effect, is reported as a separate component of the equity section of the consolidated balance sheets (Accumulated OCI). OCI, along with net income, comprises the Company's total comprehensive income or loss.

As of the balance sheet dates, the components of Accumulated OCI, net of tax, were:

March 31, 2021 December 31, 2020
(Dollars in thousands)
Net unrealized gain on investment securities available-for-sale $ 81 $ 2,636

~~Union Bankshares, Inc. Page 20~~


	September 30, 2021		December 31, 2020
	(Dollars in thousands)
Net unrealized (losses) gains on investment securities AFS	$	(188)	$	2,636

The following tables disclose the tax effects allocated to each component of OCI for the three and nine months ended ~~March 31:~~September 30:

Three Months Ended
March 31, 2021 March 31, 2020
Before-Tax Amount Tax (Expense) Benefit Net-of-Tax Amount Before-Tax Amount Tax (Expense) Benefit Net-of-Tax Amount
Investment securities available-for-sale: (Dollars in thousands)
Net unrealized holding (losses) gains arising during the period on investment securities available-for-sale $ (3,234) $ 679 $ (2,555) $ 1,372 $ (288) $ 1,084
Reclassification adjustment for net gains on investment securities available-for-sale realized in net income 0 0 0 (11) 2 (9)
Total other comprehensive (loss) income $ (3,234) $ 679 $ (2,555) $ 1,361 $ (286) $ 1,075


	Three Months Ended
	September 30, 2021						September 30, 2020
	Before-Tax Amount		Tax Benefit		Net-of-Tax Amount		Before-Tax Amount		Tax Benefit		Net-of-Tax Amount
Investment securities AFS:	(Dollars in thousands)
Net unrealized holding losses arising during the period on investment securities AFS	$	(1,535)	$	322	$	(1,213)	$	(157)	$	33	$	(124)
Reclassification adjustment for net losses on investment securities AFS realized in net income	30		(6)		24		—		—		—






Total other comprehensive loss	$	(1,505)	$	316	$	(1,189)	$	(157)	$	33	$	(124)

Union Bankshares, Inc. Page 22



	Nine Months Ended
	September 30, 2021						September 30, 2020
	Before-Tax Amount		Tax Benefit		Net-of-Tax Amount		Before-Tax Amount		Tax Expense		Net-of-Tax Amount
Investment securities AFS:	(Dollars in thousands)
Net unrealized holding (losses) gains arising during the period on investment securities AFS	$	(3,604)	$	756	$	(2,848)	$	2,045	$	(429)	$	1,616
Reclassification adjustment for net losses (gains) on investment securities AFS realized in net income	30		(6)		24		(11)		2		(9)






Total other comprehensive (loss) income	$	(3,574)	$	750	$	(2,824)	$	2,034	$	(427)	$	1,607

~~There were 0 reclassification adjustments from OCI for the three months ended March 31, 2021.~~ The following table discloses information concerning reclassification adjustments from OCI for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020:

~~Three Months Ended~~

~~Reclassification Adjustment Description~~

~~March 31, 2020~~

Affected Line Item in
Consolidated Statement of Income

~~(Dollars in thousands)~~

~~Investment securities available-for-sale:~~

~~Net gains on investment securities available-for-sale~~

~~(11)~~

~~Net gains on sales of investment securities available-for-sale~~

~~Tax expense~~

~~Provision for income taxes~~

~~Total reclassifications~~

~~(9)~~

~~Net income~~



	Three Months Ended				Nine Months Ended
Reclassification Adjustment Description	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020		Affected Line Item in Consolidated Statement of Income
	(Dollars in thousands)
Investment securities AFS:
Net losses (gains) on investment securities AFS	30		—		$	30	$	(11)	Net (losses) gains on sales of investment securities available-for-sale
Tax (benefit) expense	(6)		—		(6)		2		Provision for income taxes







Total reclassifications	$	24	$	—	$	24	$	(9)	Net income

Note ~~11.~~12. Fair Value Measurement

The Company utilizes FASB ASC Topic 820, Fair Value Measurement, as guidance for accounting for assets and liabilities carried at fair value. This standard defines fair value as the price that would be received, without adjustment for transaction costs, to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The guidance in FASB ASC Topic 820 establishes a three-level fair value hierarchy, which prioritizes the inputs used in measuring fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The three levels of the fair value hierarchy are:

•Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

•Level 2 - Quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

•Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following is a description of the valuation methodologies used for the Company’s assets that are measured on a recurring basis at estimated fair value:

Investment securities AFS: The Company’s AFS securities have been valued utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include market maker bids, quotes and pricing models. Inputs to the pricing models include recent trades, benchmark interest rates, spreads and actual and projected cash flows.

Mutual funds: Mutual funds have been valued using unadjusted quoted prices from active markets and therefore have been classified as Level 1.

Union Bankshares, Inc. Page 2123

Assets measured at fair value on a recurring basis at ~~March 31,~~September 30, 2021 and December 31, 2020, segregated by fair value hierarchy level, are summarized below:


		Fair Value Measurements									Fair Value Measurements
		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
March 31, 2021:		(Dollars in thousands)
September 30, 2021:										September 30, 2021:	(Dollars in thousands)
Debt securities AFS:	Debt securities AFS:									Debt securities AFS:
U.S. Government-sponsored enterprises	U.S. Government-sponsored enterprises	$	16,759	$	0	$	16,759	$	0	U.S. Government-sponsored enterprises	$	30,279	$	2,896	$	27,383	$	—
Agency mortgage-backed	Agency mortgage-backed	89,367		0		89,367		0		Agency mortgage-backed	117,401		—		117,401		—
State and political subdivisions	State and political subdivisions	27,479		0		27,479		0		State and political subdivisions	28,212		—		28,212		—
Corporate	Corporate	8,326		0		8,326		0		Corporate	8,312		—		8,312		—
Total debt securities	Total debt securities	$	141,931	$	0	$	141,931	$	0	Total debt securities	$	184,204	$	2,896	$	181,308	$	—

Other investments:	Other investments:									Other investments:
Mutual funds	Mutual funds	$	1,132	$	1,132	$	0	$	0	Mutual funds	$	1,183	$	1,183	$	—	$	—

December 31, 2020:	December 31, 2020:									December 31, 2020:
Debt securities AFS:	Debt securities AFS:									Debt securities AFS:
U.S. Government-sponsored enterprises	U.S. Government-sponsored enterprises	$	6,548	$	0	$	6,548	$	0	U.S. Government-sponsored enterprises	$	6,548	$	—	$	6,548	$	—
Agency mortgage-backed	Agency mortgage-backed	62,352		0		62,352		0		Agency mortgage-backed	62,352		—		62,352		—
State and political subdivisions	State and political subdivisions	28,461		0		28,461		0		State and political subdivisions	28,461		—		28,461		—
Corporate	Corporate	8,402		0		8,402		0		Corporate	8,402		—		8,402		—
Total debt securities	Total debt securities	$	105,763	$	0	$	105,763	$	0	Total debt securities	$	105,763	$	—	$	105,763	$	—

Other investments:	Other investments:									Other investments:
Mutual funds	Mutual funds	$	1,047	$	1,047	$	0	$	—	Mutual funds	$	1,047	$	1,047	$	—	$	—

There were no transfers in or out of Levels 1 and 2 during the three and nine months ended ~~March 31,~~September 30, 2021 or the year ended December 31, 2020, nor were there any Level 3 assets at any time during either period. Certain other assets and liabilities are measured at fair value on a nonrecurring basis, that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Assets and liabilities measured at fair value on a nonrecurring basis in periods after initial recognition, such as collateral-dependent impaired loans, MSRs and OREO, were not considered material at ~~March 31,~~September 30, 2021 or December 31, 2020. The Company has not elected to apply the fair value method to any financial assets or liabilities other than those situations where other accounting pronouncements require fair value measurements.

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

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

Union Bankshares, Inc. Page 2224

As of the balance sheet dates, the estimated fair values and related carrying amounts of the Company's significant financial instruments were as follows:


		March 31, 2021											September 30, 2021
		Fair Value Measurements											Fair Value Measurements
		Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
		(Dollars in thousands)											(Dollars in thousands)
Financial assets	Financial assets											Financial assets
Cash and cash equivalents	Cash and cash equivalents	$	56,506	$	56,506	$	56,506	$	0	$	0	Cash and cash equivalents	$	120,081	$	120,081	$	120,081	$	—	$	—
Interest bearing deposits in banks	Interest bearing deposits in banks	14,691		14,691		0		14,691		0		Interest bearing deposits in banks	12,201		12,203		—		12,203		—
Investment securities	Investment securities	143,063		143,063		1,132		141,931		0		Investment securities	185,387		185,387		4,079		181,308		—
Loans held for sale	Loans held for sale	40,212		41,101		0		41,101		0		Loans held for sale	17,821		18,124		—		18,124		—
Loans, net	Loans, net											Loans, net
Residential real estate	Residential real estate	204,369		208,056		0		0		208,056		Residential real estate	223,748		227,202		—		—		227,202
Construction real estate	Construction real estate	64,526		64,766		0		0		64,766		Construction real estate	72,848		73,098		—		—		73,098
Commercial real estate	Commercial real estate	312,539		316,520		0		0		316,520		Commercial real estate	317,211		319,836		—		—		319,836
Commercial	Commercial	117,765		116,041		0		0		116,041		Commercial	63,824		62,986		—		—		62,986
Consumer	Consumer	2,517		2,492		0		0		2,492		Consumer	2,601		2,580		—		—		2,580
Municipal	Municipal	91,344		91,833		0		0		91,833		Municipal	83,429		83,726		—		—		83,726
Accrued interest receivable	Accrued interest receivable	4,224		4,224		0		485		3,739		Accrued interest receivable	2,998		2,998		—		554		2,444
Nonmarketable equity securities	Nonmarketable equity securities	1,150		N/A								Nonmarketable equity securities	1,164		N/A
Financial liabilities	Financial liabilities											Financial liabilities
Deposits	Deposits											Deposits
Noninterest bearing	Noninterest bearing	$	231,992	$	231,992	$	231,992	$	0	$	0	Noninterest bearing	$	252,940	$	252,940	$	252,940	$	—	$	—
Interest bearing	Interest bearing	648,960		648,960		648,960		0		0		Interest bearing	680,438		680,438		680,438		—		—
Time	Time	126,939		127,530		0		127,530		0		Time	107,266		107,510		—		107,510		—
Borrowed funds	Borrowed funds											Borrowed funds

Long-term	Long-term	7,164		7,535		0		7,535		0		Long-term	7,000		7,276		—		7,276		—
Subordinated debentures and notes												Subordinated debentures and notes	16,164		16,164		—		16,164		—
Accrued interest payable	Accrued interest payable	87		87		0		87		0		Accrued interest payable	105		105		—		105		—

Union Bankshares, Inc. Page 2325


		December 31, 2020											December 31, 2020
		Fair Value Measurements											Fair Value Measurements
		Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Carrying Amount		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
		(Dollars in thousands)											(Dollars in thousands)
Financial assets	Financial assets											Financial assets
Cash and cash equivalents	Cash and cash equivalents	$	122,771	$	122,771	$	122,771	$	0	$	0	Cash and cash equivalents	$	122,771	$	122,771	$	122,771	$	—	$	—
Interest bearing deposits in banks	Interest bearing deposits in banks	12,699		12,699		0		12,699		0		Interest bearing deposits in banks	12,699		12,699		—		12,699		—
Investment securities	Investment securities	106,810		106,810		1,047		105,763		0		Investment securities	106,810		106,810		1,047		105,763		—
Loans held for sale	Loans held for sale	32,188		33,437		0		33,437		0		Loans held for sale	32,188		33,437		—		33,437		—
Loans, net	Loans, net											Loans, net
Residential real estate	Residential real estate	181,355		185,890		0		0		185,890		Residential real estate	181,355		185,890		—		—		185,890
Construction real estate	Construction real estate	56,643		56,882		0		0		56,882		Construction real estate	56,643		56,882		—		—		56,882
Commercial real estate	Commercial real estate	315,522		324,085		0		0		324,085		Commercial real estate	315,522		324,085		—		—		324,085
Commercial	Commercial	108,382		106,358		0		0		106,358		Commercial	108,382		106,358		—		—		106,358
Consumer	Consumer	2,586		2,557		0		0		2,557		Consumer	2,586		2,557		—		—		2,557
Municipal	Municipal	98,264		98,973		0		0		98,973		Municipal	98,264		98,973		—		—		98,973
Accrued interest receivable	Accrued interest receivable	4,129		4,129		0		446		3,683		Accrued interest receivable	4,129		4,129		—		446		3,683
Nonmarketable equity securities	Nonmarketable equity securities	1,150		N/A								Nonmarketable equity securities	1,150		N/A
Financial liabilities	Financial liabilities											Financial liabilities
Deposits	Deposits											Deposits
Noninterest bearing	Noninterest bearing	$	215,245	$	215,245	$	215,245	$	0	$	0	Noninterest bearing	$	215,245	$	215,245	$	215,245	$	—	$	—
Interest bearing	Interest bearing	637,369		637,369		637,369		0		0		Interest bearing	637,369		637,369		637,369		—		—
Time	Time	141,688		142,605		0		142,605		0		Time	141,688		142,605		—		142,605		—
Borrowed funds	Borrowed funds											Borrowed funds

Long-term	Long-term	7,164		7,585		0		7,585		0		Long-term	7,164		7,585		—		7,585		—
Accrued interest payable	Accrued interest payable	108		108		0		108		0		Accrued interest payable	108		108		—		108		—

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

Note ~~12.~~13. Subsequent Events

Subsequent events represent events or transactions occurring after the balance sheet date but before the financial statements are issued. Financial statements are considered “issued” when they are widely distributed to shareholders and others for general use and reliance in a form and format that complies with GAAP. Events occurring subsequent to ~~March 31,~~September 30, 2021 have been evaluated as to their potential impact to the consolidated financial statements.

On ~~April 21,~~October 20, 2021, the Company declared a regular quarterly cash dividend of $0.33 per share, payable ~~May 6,~~November 4, 2021, to stockholders of record on ~~May 1,~~October 30, 2021.

Union Bankshares, Inc. Page 2426

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

GENERAL

The following discussion and analysis focuses on those factors that, in management's view, had a material effect on the financial position of the Company as of ~~March 31,~~September 30, 2021 and December 31, 2020, and its results of operations for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020. This discussion is being presented to provide a narrative explanation of the consolidated financial statements and should be read in conjunction with the consolidated financial statements and related notes and with other financial data appearing elsewhere in this filing and with the Company's 2020 Annual Report. In the opinion of the Company's management, the interim unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments and disclosures necessary to fairly present the Company's consolidated financial position and results of operations for the interim periods presented. Management is not aware of the occurrence of any events after ~~March 31,~~September 30, 2021 which would materially affect the information presented.

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

CAUTIONARY ADVICE ABOUT FORWARD LOOKING STATEMENTS

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

Forward-looking statements reflect management's current expectations and are subject to uncertainties, both general and specific, and risk exists that actual results will differ from those predictions, forecasts, projections and other estimates contained in forward-looking statements. These risks cannot be readily quantified. When management uses any of the words “believes,” “expects,” “predicts,” “anticipates,” “intends,” “projects,” “plans,” “seeks,” “estimates,” “targets,” “goals,” “may,” “might,” “could,” “would,” “should,” or similar expressions, they are making forward-looking statements. Many possible events or factors, including those beyond the control of management, could affect the future financial results and performance of the Company.

Factors that may cause results or performance to differ materially from those expressed in forward-looking statements include, but are not limited to:

•General economic conditions and financial instability, either nationally, internationally, regionally or locally;

•Increased competitive pressures, including those from tax-advantaged credit unions and other financial service providers in our northern Vermont and New Hampshire market area or in the financial services industry generally, from increasing consolidation and integration of financial service providers, and from changes in technology and delivery systems;

•Interest rates change in a way that puts pressure on the Company's margins, or that results in lower fee income and lower gain on sale of real estate loans, or that increases our interest costs;

•Changes in laws or government rules, or the way in which courts or government agencies interpret or implement those laws or rules, that increase our costs of doing business or otherwise adversely affect our business;

•Further changes in federal or state tax policy;

•Changes in our level of nonperforming assets and charge-offs;

•Changes in depositor behavior resulting in movement of funds out of bank deposits and into the stock market or other higher-yielding investments;

•Changes in estimates of future reserve requirements based upon relevant regulatory and accounting requirements;

•Changes in information technology that require increased capital spending or that result in new or increased risks;

•Changes in consumer and business spending, borrowing and savings habits;

•Changes in accounting principles, including those governing the manner of estimating our credit risk and calculating our loan loss reserve;

•Further changes to the regulations governing the calculation of the Company’s regulatory capital ratios;

•Increased competitive pressures affecting the ability of the Company to attract, develop and retain employees;

•Increased cybersecurity threats; and

•The effect of and changes in the United States monetary and fiscal policies, including interest rate policies and regulation of the money supply by the FRB.

Union Bankshares, Inc. Page 2527

In addition, statements about the continuing and potential future effects of the COVID-19 pandemic, including emergence of virus variants, on the Company's financial position and results of operations reflect inherent uncertainties and may constitute forward-looking statements. Such statements may include, but are not limited to, statements concerning:

•the continuing ability of our employees to work remotely;

•our ability to staff our branches and keep our branches open;

•the continuing strength of our capital and liquidity positions;

•our continued ability to access sources of contingent liquidity;

•the continuing strength of the asset quality in our lending portfolios; and

•the potential effectiveness of relief measures and programs for customers affected by COVID-19.

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

Non-GAAP Financial Measures

Under SEC Regulation G, public companies making disclosures containing financial measures that are not in accordance with GAAP must also disclose, along with each non-GAAP financial measure, certain additional information, including a reconciliation of the non-GAAP financial measure to the closest comparable GAAP financial measure, as well as a statement of the company’s reasons for utilizing the non-GAAP financial measure. The SEC has exempted from the definition of non-GAAP financial measures certain commonly used financial measures that are not based on GAAP. However, two non-GAAP financial measures commonly used by financial institutions, namely tax-equivalent net interest income and tax-equivalent net interest margin (as presented in the tables in the section labeled Yields Earned and Rates Paid), have not been specifically exempted by the SEC, and may therefore constitute non-GAAP financial measures under Regulation G. We are unable to state with certainty whether the SEC would regard those measures as subject to Regulation G. Management believes that these non-GAAP financial measures are useful in evaluating the Company’s financial performance and facilitate comparisons with the performance of other financial institutions. However, that information should be considered supplemental in nature and not as a substitute for related financial information prepared in accordance with GAAP.

CRITICAL ACCOUNTING POLICIES

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

Please refer to the Company's 2020 Annual Report on Form 10-K for a more in-depth discussion of the Company's critical accounting policies. There have been no changes to the Company's critical accounting policies since the filing of that report.

OVERVIEW

In August 2021, the Company completed the private placement of $16.5 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2031 (the Notes) to certain qualified institutional buyers and accredited investors. The Notes will initially bear interest, payable semi-annually, at the rate of 3.25% per annum, until September 1, 2026. From and including September 1, 2026, the interest rate applicable to the outstanding principal amount due will reset quarterly to the then current three-month secured overnight financing rate (SOFR) plus 263 basis points. The Company may, at its option, beginning with the interest payment date of September 1, 2026 but not generally prior thereto, and on any scheduled interest payment date thereafter, redeem the Notes, in whole or in part.

The Company used the proceeds to provide additional capital to Union to support its growth and for other general corporate purposes.

Union Bankshares, Inc. Page 28

Consolidated net income ~~increased $680~~decreased $222 thousand, or ~~31.0%~~5.4%, to ~~$2.9~~$3.9 million for the ~~first~~third quarter of 2021 compared to ~~$2.2~~$4.1 million for the ~~first~~third quarter of 2020 due to the combined effect of ~~increases~~an increase in net interest income of ~~$893 thousand and noninterest income of $103 thousand,~~$1.0 million and a decrease in the provision for loan losses of ~~$150~~$800 thousand, partially offset by a decrease in noninterest income of $1.3 million and increases of ~~$281~~$553 thousand in noninterest expenses and ~~$185~~$123 thousand in income tax expense.

Net interest income increased ~~$893 thousand,~~$3.0 million, or ~~11.9%~~12.8%, to ~~$8.4~~$26.5 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021, compared to ~~$7.5~~$23.5 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2020. Interest income increased ~~$537 thousand~~$1.8 million primarily due to higher volumes of earning assets despite lower yields, and recognition of higher fee income from PPP loans ~~during~~for the first ~~three~~nine months of 2021 compared to the same period in ~~2020; however, that increase was partially offset by a reduction in earnings from the investment portfolio and other earning assets of $57 thousand.~~2020. Interest expense was ~~$1.1~~$2.8 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 compared to ~~$1.5~~$4.0 million for the ~~three~~nine months ended

~~Union Bankshares, Inc. Page 26~~

~~March 31,~~ September 30, 2020, reflecting lower rates paid on deposits despite an increase in interest-bearing liabilities between periods of ~~$155.6~~$113.9 million.

The provision for loan losses was ~~$150~~$225 thousand for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 compared to ~~$300 thousand~~$1.6 million for the same period in 2020. The provision for loan losses was higher for the three and nine months ended ~~March 31,~~September 30, 2020 due to management's adjustment to the economic qualitative factors utilized to estimate the allowance for loan losses due to the economic uncertainty at the onset of the COVID-19 pandemic. There were no changes to the methodology for calculating the allowance for loan losses during either of the ~~three~~nine month comparison ~~period.~~periods.

Total noninterest income amounted to ~~$2.6~~$10.0 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 compared to ~~$2.5~~$11.0 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2020, ~~an increase~~a decrease of ~~$103 thousand,~~$1.1 million, or ~~4.1%~~9.6%. The ~~increase~~decrease is primarily due to ~~an increase~~a decrease in ~~the gain on sale of residential loans. Sales~~sales of qualifying residential ~~loans amounted to $29.7~~loans. There were $164.2 million in residential loan sales with net gains of ~~$894 thousand~~$4.0 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021, compared to residential loan sales of ~~$42.4~~$187.5 million with net gains of ~~$812 thousand~~$5.4 million for the same period in 2020. The decrease in the volume of loan sales reflects management's decision to slow sales in the first ~~three months~~quarter of 2021 to utilize some excess liquidity and increase interest income on loans.

Total noninterest expenses were ~~$7.5~~$24.4 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2021, compared to ~~$7.2~~$22.3 million for the same period in 2020. Increases of ~~$187 thousand in employee benefits, $58 thousand in equipment expenses, and $111 thousand in other expenses, partially offset by decreases of $38~~$886 thousand in salaries and wages, $147 thousand in employee benefits, $276 thousand in equipment expenses, $785 thousand in other expenses and ~~$37~~$18 thousand in occupancy expenses, occurred between the ~~three~~nine month comparison periods of 2021 and 2020.

At ~~March 31,~~September 30, 2021, the Company had total consolidated assets of ~~$1.1~~$1.16 billion, including gross loans and loans held for sale (total loans) of ~~$842.5~~$790.0 million, deposits of ~~$1.01~~$1.04 billion, borrowed funds of ~~$7.2~~$7.0 million, subordinated debt of $16.2 million and stockholders' equity of ~~$79.8~~$83.7 million.

As of September 30, 2021, Union had originated a combined total of $102.1 million in PPP loans since inception of the program in 2020. As of September 30, 2021, $73.9 million in PPP loans had been forgiven by the SBA. Union's borrowers have received 100% forgiveness on all applications submitted to date. Interest income and origination fees from PPP loans were $777 thousand and $2.5 million for the three and nine months ended September 30, 2021, respectively. As of September 30, 2021, there was $1.2 million remaining in PPP origination fee income to be recognized in future periods.

The Company's total capital ~~decreased~~increased from $80.9 million at December 31, 2020 to ~~$79.8~~$83.7 million at ~~March 31,~~September 30, 2021. This ~~decrease~~increase primarily reflects net income of ~~$2.9~~$9.8 million for the first ~~three~~nine months of 2021, offset by decreases of ~~$2.6~~$2.8 million in accumulated other comprehensive income and regular cash dividends declared of ~~$1.5~~$4.4 million. (See Capital Resources on page ~~39.~~44.)

Union Bankshares, Inc. Page 29

The following unaudited per share information and key ratios depict several measurements of performance or financial condition at or for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020, respectively:


		Three Months Ended or At March 31,						Three Months Ended or At September 30,					Nine Months Ended or At September 30,
		2021			2020					2021			2020			2021			2020
Return on average assets (1)	Return on average assets (1)	1.05		%	1.03		%		Return on average assets (1)	1.39		%	1.68		%	1.17		%	1.29		%
Return on average equity (1)	Return on average equity (1)	14.27		%	12.09		%		Return on average equity (1)	18.50		%	21.50		%	15.93		%	16.09		%
Net interest margin (1)(2)	Net interest margin (1)(2)	3.32		%	3.88		%		Net interest margin (1)(2)	3.44		%	3.57		%	3.39		%	3.66		%
Efficiency ratio (3)	Efficiency ratio (3)	66.90		%	70.75		%		Efficiency ratio (3)	63.47		%	57.85		%	66.30		%	63.93		%
Net interest spread (4)	Net interest spread (4)	3.19		%	3.70		%		Net interest spread (4)	3.35		%	3.42		%	3.27		%	3.49		%
Loan to deposit ratio	Loan to deposit ratio	83.59		%	94.15		%		Loan to deposit ratio	75.92		%	87.78		%	75.92		%	87.78		%
Net loan charge-offs to average loans not held for sale (1)	Net loan charge-offs to average loans not held for sale (1)	—		%	0.02		%		Net loan charge-offs to average loans not held for sale (1)	(0.03)		%	—		%	(0.01)		%	0.01		%
Allowance for loan losses to loans not held for sale	Allowance for loan losses to loans not held for sale	1.05		%	0.94		%		Allowance for loan losses to loans not held for sale	1.11		%	1.00		%	1.11		%	1.00		%
Nonperforming assets to total assets (5)	Nonperforming assets to total assets (5)	0.56		%	0.45		%		Nonperforming assets to total assets (5)	0.50		%	0.34		%	0.50		%	0.34		%
Equity to assets	Equity to assets	7.23		%	8.36		%		Equity to assets	7.23		%	7.77		%	7.23		%	7.77		%
Total capital to risk weighted assets	Total capital to risk weighted assets	13.48		%	13.20		%		Total capital to risk weighted assets	16.16		%	13.65		%	16.16		%	13.65		%
Book value per share	Book value per share	$	17.81		$	16.50			Book value per share	$	18.67		$	17.52		$	18.67		$	17.52
Earnings per share		$	0.64		$	0.49
Basic earnings per share									Basic earnings per share	$	0.87		$	0.92		$	2.18		$	2.01
Diluted earnings per share									Diluted earnings per share	$	0.87		$	0.92		$	2.17		$	2.01
Dividends paid per share	Dividends paid per share	$	0.33		$	0.32			Dividends paid per share	$	0.33		$	0.32		$	0.99		$	0.96
Dividend payout ratio (6)	Dividend payout ratio (6)	51.56		%	65.31		%		Dividend payout ratio (6)	37.93		%	34.78		%	45.41		%	47.76		%

__________________

(1)Annualized.

(2)The ratio of tax equivalent net interest income to average earning assets. See ~~page 29~~pages 32 and 33 for more information.

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

(4)The difference between the average yield on earning assets and the average rate paid on interest bearing liabilities. See ~~page 29~~pages 32 and 33 for more information.

~~Union Bankshares, Inc. Page 27~~

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

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

RESULTS OF OPERATIONS

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

The fed funds target range remains at 0% to 0.25% since the reductions made by the Federal Open Market Committee (FOMC) in March 2020. The most recent meeting of the FOMC, held on ~~April 28,~~November 3, 2021, indicated that this low target range will remain in effect, ~~until members~~but they are committed to using its full range of tools to support the economy. The FOMC ~~are confident the economy has weathered recent events~~also decided to begin tapering net asset purchases in November and is ~~on track~~prepared to ~~achieve its maximum employment and price stability goals, which likely will be beyond 2021.~~adjust the pace of purchases if warranted by changes in the economic outlook.

The average yield on average earning assets was ~~3.76%~~3.70% for the three months ended ~~March 31,~~September 30, 2021 compared to ~~4.62%~~4.07% for the three months ended ~~March 31,~~September 30, 2020, a decrease of 8637 bps despite an increase in average earning assets of ~~$246.9~~$139.3 million. The prolonged low interest rate environment continues to put downward pressure on asset yields. The average balance of federal funds sold and overnight deposit balances increased to $82.9 million for the three months ended March 31, 2021 compared to $18.2 million for the three months ended March 31, 2020 but resulted in a decrease of $34 thousand in interest income due to the decrease in average yield from 1.15% to 0.09%. The decrease in average yield was caused by the reduction in interest paid by the Federal Reserve on excess balances. Interest income on investment securities increased ~~$11~~$200 thousand between the three month comparison periods due to an increase in the average balances of ~~$40.9~~$71.7 million, despite a decrease of 8255 bps in the average yield. The average balance of PPP loans was ~~$73.6~~$39.8 million for the three months ended ~~March 31,~~September 30, 2021 with an average yield of ~~4.71%~~7.74%, which takes into account the 1.0% interest charged on PPP loans and related fee income recognized during the ~~first~~ three months ofended September 30, 2021. ~~The Company did not begin to originate PPP loans until the second quarter of 2020.~~ Interest

Union Bankshares, Inc. Page 30

income on loans, excluding PPP loans, ~~decreased $261~~increased $22 thousand between three month comparison periods ~~despite~~due to an increase in the average volume of loans outstanding of ~~$61.3 million. The current interest rate environment and competition for quality loans continues to put downward pressure on loan yields resulting in~~$25.7 million, partially offset by a decrease of 18 bps in the average ~~yield of 52 bps on loans other than PPP loans.~~yield.

Interest expense for the ~~first~~third quarter of 2021 decreased ~~$356~~$452 thousand compared to the ~~first~~third quarter of 2020 due to lower rates paid on customer deposit accounts, ~~partially offset by~~despite increases in average deposit balances of ~~$155.6~~$78.7 million. The increase in average balances ~~was primarily attributable~~is due to ~~customer deposits~~an increase in the money supply from proceeds of ~~proceeds from~~ PPP loans, ~~and~~ government stimulus payments, and other economic recovery payments. The average rate paid on interest bearing liabilities decreased 3530 bps, to ~~0.57%~~0.35% for the ~~first~~third quarter of 2021 compared to ~~0.92%~~0.65% for the ~~first~~third quarter of 2020. The average rates paid on interest bearing checking accounts and savings and money market accounts decreased 1510 bps and 3327 bps, respectively, asbetween the ~~low rate environment afforded opportunity to decrease~~third quarter comparison periods. The Company decreased interest rates paid on deposit accounts early in 2021 and ~~implement~~implemented a tiered rate structure in these ~~accounts.~~accounts which has remained in place as of September 30, 2021. The decreases in these interest rates resulted in decreases in interest expense of ~~$23~~$26 thousand on interest bearing checking accounts and ~~$67~~$201 thousand ~~respectively,~~on savings and money market accounts between the three month comparison periods. Interest expense on time deposits decreased ~~$172~~$279 thousand due to decreases in the average volume of ~~$12.8~~$32.5 million and 3864 bps in the average rate paid ~~for~~during the ~~first~~third quarter of 2021 compared to the same period in 2020. ~~The~~Management believes that the decrease in the average volume is ~~likely~~ due to customers transferring proceeds from matured CDs into non-maturity deposits in hopes of obtaining higher yields in future periods. ~~As the~~The remaining higher rate paying ~~CDs continue to mature, further reduction~~CD specials offered in prior years matured in the ~~rate paid on time deposits is expected to continue.~~third quarter of 2021. Higher customer deposit balances ~~have allowed for less~~reduced reliance on ~~borrowed funds,~~wholesale funding, as evidenced by decreases between the three month comparison periods of ~~$26.1~~$2.4 million in the average outstanding balance of borrowed funds and ~~$94~~$2 thousand in related interest expense. The issuance of subordinated debt resulted in an average balance of $8.2 million for the third quarter of 2021 and an average rate of 2.71% and interest expense ~~despite a 125 bp increase in the rate paid on the average outstanding balances.~~of $56 thousand.

The net interest spread decreased 517 bps to ~~3.19%~~3.35% for the ~~first~~third quarter of 2021, from ~~3.70%~~3.42% for the same period last year, reflecting the net effect of the 3530 bps decrease in the average rate paid on interest bearing liabilities and the 8637 bps decrease in the average yield earned on interest earning assets between periods. The net interest margin decreased 5613 bps during the ~~first~~third quarter of 2021 compared to the same period last year as a result of the changes discussed above.

Net interest income was $26.5 million, on a fully tax equivalent basis for the nine months ended September 30, 2021 compared to $23.5 million for the nine months ended September 30, 2020, an increase of $3.0 million, or 12.8%. The average volume of earning assets increased $185.6 million and the average yield on earning assets decreased 53 bps to 3.74% compared to 4.27% for the comparison period. Interest income on investment securities increased $324 thousand between the nine month comparison periods due to an increase in the average balances of $58.2 million, despite a decrease of 71 bps in the average yield. Average loans, excluding PPP loans, increased $55.4 million, or 7.90%, to $756.7 million for the nine months ended September 30, 2021. Despite an increase in the average loan volume, interest income on loans decreased $88 thousand between periods, due to the decrease in the average yield. As discussed above, the current interest rate environment and competition for quality loans continues to put downward pressure on loan yields. The average balance of PPP loans for the nine months ended September 30, 2021 was $60.4 million with an average yield of 5.57% compared to $40.1 million with an average yield of 2.84% for the nine months ended September 30, 2020. As mentioned above, the average yield on PPP loans includes the interest earned at 1.0% on the loan as well as origination fee income recognized during the respective periods.

The average cost of funds, which is tied primarily to customer deposit accounts, decreased 31 bps to 0.47% for the nine months ended September 30, 2021 compared to 0.78% for the nine months ended September 30, 2020. Interest expense decreased $1.2 million, to $2.8 million for the nine months ended September 30, 2021 compared to $4.0 million for the nine months ended September 30, 2020. The decrease in interest expense was primarily due to lower rates paid on interest bearing liabilities despite an increase in average balances of $113.9 million between periods. Should the low interest rate environment persist, management expects further reduction in the average cost of funds in future periods due to further lowering of interest rates on time deposit and savings account products. The issuance of subordinated debt during the third quarter of 2021 resulted in an average balance of $3.3 million for the nine months ended September 30, 2021 and an average rate of 2.28% and interest expense of $56 thousand.

The net interest spread decreased 22 bps to 3.27% for the nine months ended September 30, 2021, from 3.49% for the same period last year, reflecting the net effect of the 31 bps decrease in the average rate paid on interest bearing liabilities and the 53 bps decrease in the average yield earned on interest earning assets between periods. The net interest margin decreased 27 bps for the nine months ended September 30, 2021 compared to the same period last year as a result of the changes discussed above.

Union Bankshares, Inc. Page 2831

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



	Three Months Ended September 30,
	2021						2020
	Average Balance		Interest Earned/ Paid		Average Yield/ Rate		Average Balance		Interest Earned/ Paid		Average Yield/ Rate
	(Dollars in thousands)
Average Assets:
Federal funds sold and overnight deposits	$	100,760	$	34	0.13	%	$	33,783	$	7	0.08	%
Interest bearing deposits in banks	12,423		34		1.06	%	9,459		41		1.71	%
Investment securities (1), (2)	156,845		665		1.78	%	85,122		465		2.33	%
PPP loans, net (3)	39,791		776		7.74	%	67,845		486		2.85	%
Loans, net (1), (4)	755,048		8,339		4.41	%	729,336		8,317		4.59	%
Nonmarketable equity securities	1,164		4		1.36	%	1,150		27		9.34	%
Total interest earning assets (1)	1,066,031		9,852		3.70	%	926,695		9,343		4.07	%
Cash and due from banks	5,008						4,927
Premises and equipment	21,668						20,384
Other assets	36,364						36,597
Total assets	$	1,129,071					$	988,603
Average Liabilities and Stockholders' Equity:
Interest bearing checking accounts	$	258,877	135		0.21	%	$	202,751	161		0.31	%
Savings/money market accounts	406,460		285		0.28	%	351,455		486		0.55	%
Time deposits	111,601		175		0.62	%	144,071		454		1.26	%
Borrowed funds and other liabilities	7,070		55		3.06	%	9,497		57		2.36	%
Subordinated debentures and notes	8,166		56		2.71	%	—		—		—	%
Total interest bearing liabilities	792,174		706		0.35	%	707,774		1,158		0.65	%
Noninterest bearing deposits	242,283						193,145
Other liabilities	9,729						10,517
Total liabilities	1,044,186						911,436
Stockholders' equity	84,885						77,167
Total liabilities and stockholders’ equity	$	1,129,071					$	988,603
Net interest income			$	9,146					$	8,185
Net interest spread (1)					3.35	%					3.42	%
Net interest margin (1)					3.44	%					3.57	%

Three Months Ended March 31,
2021 2020
Average
Balance Interest
Earned/
Paid Average
Yield/
Rate Average
Balance Interest
Earned/
Paid Average
Yield/
Rate
(Dollars in thousands)
Average Assets:
Federal funds sold and overnight deposits $ 82,856 $ 19 0.09 % $ 18,222 $ 53 1.15 %
Interest bearing deposits in banks 13,966 37 1.07 % 6,541 41 2.52 %
Investment securities (1), (2) 127,233 555 1.84 % 86,311 544 2.66 %
PPP loans, net (3) 73,619 855 4.71 % — — — %
Loans (excluding PPP loans), net (1), (4) 739,009 8,030 4.46 % 677,702 8,291 4.98 %
Nonmarketable equity securities 1,150 4 1.47 % 2,152 34 6.43 %
Total interest earning assets (1) 1,037,833 9,500 3.76 % 790,928 8,963 4.62 %
Cash and due from banks 5,094 5,188
Premises and equipment 19,996 20,826
Other assets 37,420 32,590
Total assets $ 1,100,343 $ 849,532
Average Liabilities and Stockholders' Equity:
Interest bearing checking accounts $ 234,339 147 0.25 % $ 169,513 170 0.40 %
Savings/money market accounts 413,269 549 0.54 % 283,570 616 0.87 %
Time deposits 133,616 351 1.06 % 146,396 523 1.44 %
Borrowed funds and other liabilities 7,164 54 3.02 % 33,260 148 1.77 %
Total interest bearing liabilities 788,388 1,101 0.57 % 632,739 1,457 0.92 %
Noninterest bearing deposits 221,344 135,561
Other liabilities 9,975 8,607
Total liabilities 1,019,707 776,907
Stockholders' equity 80,636 72,625
Total liabilities and stockholders’ equity $ 1,100,343 $ 849,532
Net interest income $ 8,399 $ 7,506
Net interest spread (1) 3.19 % 3.70 %
Net interest margin (1) 3.32 % 3.88 %

Union Bankshares, Inc. Page 32


	Nine Months Ended September 30,
	2021						2020
	Average Balance		Interest Earned/ Paid		Average Yield/ Rate		Average Balance		Interest Earned/ Paid		Average Yield/ Rate
	(Dollars in thousands)
Average Assets:
Federal funds sold and overnight deposits	$	81,235	$	67	0.11	%	$	34,025	$	71	0.28	%
Interest bearing deposits in banks	13,322		105		1.05	%	7,985		122		2.03	%
Investment securities (1), (2)	143,622		1,830		1.78	%	85,437		1,506		2.49	%
PPP loans, net (3)	60,420		2,519		5.57	%	40,092		854		2.84	%
Loans (excluding PPP loans), net (1), (4)	756,748		24,717		4.41	%	701,318		24,805		4.78	%
Nonmarketable equity securities	1,156		12		1.43	%	2,011		87		5.79	%
Total interest earning assets (1)	1,056,503		29,250		3.74	%	870,868		27,445		4.27	%
Cash and due from banks	4,926						5,214
Premises and equipment	21,169						20,562
Other assets	36,891						35,630
Total assets	$	1,119,489					$	932,274
Average Liabilities and Stockholders' Equity:
Interest bearing checking accounts	$	247,455	438		0.24	%	$	188,286	534		0.38	%
Savings/money market accounts	414,082		1,343		0.43	%	316,742		1,662		0.70	%
Time deposits	121,639		785		0.86	%	145,574		1,466		1.35	%
Borrowed funds and other liabilities	7,133		164		3.03	%	29,035		314		1.42	%
Subordinated debentures and notes	3,266		56		2.28	%	—		—		—	%
Total interest bearing liabilities	793,575		2,786		0.47	%	679,637		3,976		0.78	%
Noninterest bearing deposits	234,243						167,845
Other liabilities	9,686						10,113
Total liabilities	1,037,504						857,595
Stockholders' equity	81,985						74,679
Total liabilities and stockholders’ equity	$	1,119,489					$	932,274
Net interest income			$	26,464					$	23,469
Net interest spread (1)					3.27	%					3.49	%
Net interest margin (1)					3.39	%					3.66	%

__________________

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

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

(3)Includes unamortized costs and unamortized premiums.

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

Union Bankshares, Inc. Page 2933

Tax exempt interest income amounted to ~~$606~~$452 thousand and ~~$653~~$667 thousand for the three months ended ~~March 31,~~September 30, 2021 and 2020, respectively and $1.7 million and $2.0 million for the 2021 and 2020 nine month comparison periods, respectively. The following table presents the effect of tax exempt income on the calculation of net interest income, using a marginal federal corporate income tax rate of 21% for the 2021 and 2020 three and nine month comparison periods:


		For the Three Months Ended March 31,					For the Three Months Ended September 30,				For the Nine Months Ended September 30,
		2021		2020					2021		2020		2021		2020
		(Dollars in thousands)				(Dollars in thousands)
Net interest income, as presented	Net interest income, as presented	$	8,399	$	7,506			Net interest income, as presented	$	9,146	$	8,185	$	26,464	$	23,469
Effect of tax-exempt interest	Effect of tax-exempt interest							Effect of tax-exempt interest
Investment securities	Investment securities	30		30				Investment securities	31		31		92		91
Loans	Loans	91		94				Loans	59		96		239		287
Net interest income, tax equivalent	Net interest income, tax equivalent	$	8,520	$	7,630			Net interest income, tax equivalent	$	9,236	$	8,312	$	26,795	$	23,847

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

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

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

•total change in rate and volume.

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


		Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020 Increase/(Decrease) Due to Change In							Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020 Increase/(Decrease) Due to Change In				Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020 Increase/(Decrease) Due to Change In
		Volume		Rate		Net					Volume		Rate		Net		Volume		Rate		Net
		(Dollars in thousands)						(Dollars in thousands)
Interest earning assets:	Interest earning assets:									Interest earning assets:
Federal funds sold and overnight deposits	Federal funds sold and overnight deposits	$	49	$	(83)	$	(34)			Federal funds sold and overnight deposits	$	21	$	6	$	27	$	58	$	(62)	$	(4)
Interest bearing deposits in banks	Interest bearing deposits in banks	28		(32)		(4)				Interest bearing deposits in banks	11		(18)		(7)		58		(75)		(17)
Investment securities	Investment securities	221		(210)		11				Investment securities	344		(144)		200		878		(554)		324
PPP loans, net	PPP loans, net	855		—		855				PPP loans, net	(269)		559		290		575		1,090		1,665
Loans (excluding PPP loans), net	Loans (excluding PPP loans), net	683		(944)		(261)				Loans (excluding PPP loans), net	322		(300)		22		1,916		(2,004)		(88)
Nonmarketable equity securities	Nonmarketable equity securities	(11)		(19)		(30)				Nonmarketable equity securities	—		(23)		(23)		(27)		(48)		(75)
Total interest earning assets	Total interest earning assets	$	1,825	$	(1,288)	$	537			Total interest earning assets	$	429	$	80	$	509	$	3,458	$	(1,653)	$	1,805
Interest bearing liabilities:	Interest bearing liabilities:									Interest bearing liabilities:
Interest bearing checking accounts	Interest bearing checking accounts	$	52	$	(75)	$	(23)			Interest bearing checking accounts	$	37	$	(63)	$	(26)	$	139	$	(235)	$	(96)
Savings/money market accounts	Savings/money market accounts	219		(286)		(67)				Savings/money market accounts	68		(269)		(201)		423		(742)		(319)
Time deposits	Time deposits	(45)		(127)		(172)				Time deposits	(86)		(193)		(279)		(215)		(466)		(681)
Borrowed funds	Borrowed funds	(158)		64		(94)				Borrowed funds	(16)		14		(2)		(340)		190		(150)
Subordinated debentures and notes										Subordinated debentures and notes	56		—		56		56		—		56
Total interest bearing liabilities	Total interest bearing liabilities	$	68	$	(424)	$	(356)			Total interest bearing liabilities	$	59	$	(511)	$	(452)	$	63	$	(1,253)	$	(1,190)
Net change in net interest income	Net change in net interest income	$	1,757	$	(864)	$	893			Net change in net interest income	$	370	$	591	$	961	$	3,395	$	(400)	$	2,995

Provision for Loan Losses. AThere was no provision for loan losses ~~of $150 thousand was~~ recorded for the three months ended ~~March 31,~~September 30, 2021 and $225 thousand recorded for the nine months ended September 30, 2021, compared to ~~$300~~$800 thousand and $1.6 million for the three and nine months ended ~~March 31, 2020.~~September 30, 2020, respectively. The higher provision in both 2020 comparison periods resulted from management's adjustment to the economic qualitative factors utilized to estimate the allowance for loan losses due to the economic disruption related to the COVID-19 pandemic impacting Union's borrowers. The provision for loan losses

Union Bankshares, Inc. Page 34

for the first ~~three~~nine months of 2021 was deemed appropriate by management based on the size and mix of the loan portfolio, the level of nonperforming loans, the results of the qualitative factor review and prevailing economic conditions. For further details, see FINANCIAL CONDITION- Allowance for Loan Losses and Asset Quality below.

~~Union Bankshares, Inc. Page 30~~

Noninterest Income. The following table sets forth the components of noninterest income and changes between the three and nine month comparison periods of 2021 and 2020:


		For The Three Months Ended March 31,								For The Three Months Ended September 30,				For the Nine Months Ended September 30,
		2021		2020		$ Variance		% Variance				2021		2020		$ Variance		% Variance	2021		2020		$ Variance		% Variance
		(Dollars in thousands)							(Dollars in thousands)
Trust income	Trust income	$	185	$	173	$	12	6.9			Trust income	$	216	$	173	$	43	24.9	$	599	$	524	$	75	14.3
Service fees	Service fees	1,523		1,497		26		1.7			Service fees	1,720		1,539		181		11.8	4,824		4,320		504		11.7
Net gains on sales of loans held for sale	Net gains on sales of loans held for sale	894		812		82		10.1			Net gains on sales of loans held for sale	1,929		3,315		(1,386)		(41.8)	3,974		5,354		(1,380)		(25.8)
Income from Company-owned life insurance	Income from Company-owned life insurance	68		81		(13)		(16.0)			Income from Company-owned life insurance	76		82		(6)		(7.3)	214		241		(27)		(11.2)
(Loss) income from mortgage servicing rights, net		(125)		39		(164)		(420.5)
Income from MSRs, net											Income from MSRs, net	256		297		(41)		(13.8)	210		376		(166)		(49.1)
Other income	Other income	32		29		3		10.3			Other income	35		26		9		34.6	112		74		38		51.4

Net gain (loss) on other investments		44		(124)		168		(135.5)
Net gains on sales of investment securities AFS		—		11		(11)		(100.0)
Net (losses) gains on other investments											Net (losses) gains on other investments	(1)		76		(77)		(101.3)	58		114		(56)		(49.1)
Net (losses) gains on sales of investment securities AFS											Net (losses) gains on sales of investment securities AFS	(30)		—		(30)		—	(30)		11		(41)		(372.7)
Total noninterest income	Total noninterest income	$	2,621	$	2,518	$	103	4.1			Total noninterest income	$	4,201	$	5,508	$	(1,307)	(23.7)	$	9,961	$	11,014	$	(1,053)	(9.6)

The significant changes in noninterest income for the three and nine months ended ~~March 31,~~September 30, 2021 compared to the same periods of 2020 are described below:

•Trust income. Trust income increased as dollars in managed fiduciary accounts grew between September 30, 2021 and 2020, aided by the improvement in the stock market.

•Service fees. Service fees increased $181 thousand for the three months ended September 30, 2021, compared to the same period of 2020 ~~are described below:~~

•~~Service fees.~~ ~~The Company's service fee income increased $26 thousand for the three months ended March 31, 2021, compared to the same period in 2020~~primarily due to increases of ~~$95~~$25 thousand in overdraft fee income, $77 thousand in ATM network fees, ~~and $21~~$32 thousand in loan ~~and other fee income, partially offset by decreases of $82 thousand in overdraft~~servicing fee income, and $8$40 thousand in ~~service charge fees.~~merchant program fee income. Service fees increased $504 thousand for the nine months ended September 30, 2021 primarily due to increases of $323 thousand in ATM network fees, $81 thousand in loan servicing fee income, and $90 thousand in merchant program fee income.

•Net gains on sales of loans held for sale. ~~Continuing the Company's strategy to mitigate~~The Company mitigates long-term interest rate risk by selling qualifying residential loans to the secondary market. Management reduced the volume of loan sales in 2021 compared to 2020 in order to utilize some of Union's excess liquidity. Residential loans totaling ~~$29.7~~$79.1 million and $164.2 million were sold during the three and nine months ended ~~March 31,~~September 30, 2021, ~~versus~~respectively, compared to sales of ~~$42.5~~$89.8 million and $187.7 million during the same ~~period~~periods in ~~2020.~~2020, respectively. The ~~increase~~decrease of $1.4 million in net gains on sales of ~~real estate~~ loans held for sale for the three and nine month comparison periods is reflective of ~~higher~~the lower sales volumes and lower premiums obtained on ~~loan sales during the three month period ended March 31, 2021 compared to the same period of 2020.~~those sales.

•Income from Company-owned life insurance. The decrease in income for the three and nine months ended ~~March 31,~~September 30, 2021 was due to lower yields earned on the underlying life insurance policies.

•~~(Loss) income~~Income from ~~mortgage serving rights,~~MSRs, net. Income from MSRs is derived from servicing rights acquired through the sale of loans where servicing is retained. Capitalized servicing rights are initially recorded at fair value and amortized in proportion to, and over the period of, the future estimate of servicing the underlying mortgages. The ~~amortization of MSRs exceeded new capitalized MSRs for~~decrease in the ~~three months ended March 31, 2021 which resulted in expense of $125 thousand, compared to income of $39 thousand from the higher~~ volume of sales of residential loans ~~during~~ for the three and nine months ended ~~March 31,~~September 30, 2021, resulted in a decease in income of $41 thousand and $166 thousand, respectively, compared to the same periods in 2020.

•Other income. The increase in Other income during the comparison periods is reflective of $6 thousand and $25 thousand in prepayment penalties received from the early payoff of loans during the three and nine months ended September 30, 2021, respectively.

•Net ~~gain~~(losses) gains on other investments. Participants in the 2020 Amended and Restated Nonqualified Excess Plan (the "2020 Deferred Compensation Plan") elect to defer receipt of current compensation from the Company or its subsidiary and select designated reference investments consisting of investment funds. The performance of those funds, over which the Company has no control, resulted in net losses of $1 thousand and net gains of ~~$44~~$58 thousand for the three ~~months ended March 31, 2021 compared to a net loss of $124 thousand for the three months ended March 31, 2020.~~and nine

Union Bankshares, Inc. Page 3135

months ended September 30, 2021, respectively, compared to net gains of $76 thousand and $114 thousand for the same periods in 2020.

Noninterest Expense. The following table sets forth the components of noninterest expense and changes between the three and nine month comparison periods ended ~~March 31,~~September 30, 2021 and 2020:


		For The Three Months Ended March 31,								For The Three Months Ended September 30,				For the Nine Months Ended September 30,
		2021		2020		$ Variance		% Variance				2021		2020		$ Variance		% Variance	2021		2020		$ Variance		% Variance
		(Dollars in thousands)							(Dollars in thousands)
Salaries and wages	Salaries and wages	$	3,083	$	3,121	$	(38)	(1.2)			Salaries and wages	$	3,918	$	3,718	$	200	5.4	$	10,554	$	9,668	$	886	9.2
Employee benefits	Employee benefits	1,169		982		187		19.0			Employee benefits	1,192		1,204		(12)		(1.0)	3,564		3,417		147		4.3
Occupancy expense, net	Occupancy expense, net	477		514		(37)		(7.2)			Occupancy expense, net	425		420		5		1.2	1,429		1,411		18		1.3
Equipment expense	Equipment expense	798		740		58		7.8			Equipment expense	872		770		102		13.2	2,542		2,266		276		12.2

Professional fees											Professional fees	191		185		6		3.2	709		526		183		34.8
FDIC insurance assessment	FDIC insurance assessment	156		111		45		40.5			FDIC insurance assessment	221		121		100		82.6	577		328		249		75.9
Other loan related expenses	Other loan related expenses	84		65		19		29.2			Other loan related expenses	94		98		(4)		(4.1)	302		243		59		24.3
Vermont franchise tax	Vermont franchise tax	223		177		46		26.0			Vermont franchise tax	249		193		56		29.0	712		552		160		29.0
Advertising and public relations		96		118		(22)		(18.6)
Electronic banking expenses		92		78		14		17.9
ATM and debit card expense											ATM and debit card expense	243		198		45		22.7	664		616		48		7.8
Electronic banking expense											Electronic banking expense	96		83		13		15.7	285		245		40		16.3
Other losses											Other losses	49		13		36		276.9	74		36		38		105.6

Other expenses	Other expenses	1,275		1,266		9		0.7			Other expenses	998		992		6		0.6	2,978		2,970		8		0.3
Total noninterest expense	Total noninterest expense	$	7,453	$	7,172	$	281	3.9			Total noninterest expense	$	8,548	$	7,995	$	553	6.9	$	24,390	$	22,278	$	2,112	9.5

The significant changes in noninterest expense for the three and nine months ended ~~March 31,~~September 30, 2021 compared to the same ~~period~~periods in 2020 are described below:

•Salaries and wages. The ~~decrease~~increases in salaries and wages of ~~$38~~$200 thousand and $886 thousand for the three and nine months ended ~~March 31,~~September 30, 2021, respectively, compared to the same ~~period~~periods in 2020 iswere primarily due to the deferral of loan origination costs ~~partially offset by~~in 2020 in addition to annual increases in employee's salaries and ~~wages.~~wages in 2021 and an increase in the accrual amounts for the annual incentive plan payments. Also, the number of full time equivalent employees has increased from 196 at September 30, 2020 to 199 as of September 30, 2021. Salaries and wages are reduced by deferred loan origination costs at the time of origination. Deferred loan origination costs reduced salaries and wages by ~~$185~~$70 thousand for the ~~three~~nine months ended ~~March 31,~~September 30, 2021, compared to ~~$30~~$445 thousand for ~~three months ended March 31,~~the same period in 2020. The ~~higher~~lower deferred loan origination costs for ~~the three month period ended March 31,~~ 2021 compared to 2020 is primarily attributable to the ~~origination~~forgiveness of PPP ~~loans.~~loans during 2021. Additionally, $39 thousand was accrued for a one-time incentive that will be paid to employees who have received the COVID-19 vaccination.

•Employee benefits. Employee benefit expense decreased $12 thousand and increased ~~due~~$147 thousand for the three and nine months ended September 30, 2021, respectively, compared to athe same periods in 2020. The quarterly adjustment ~~of $41 thousand related to~~in the ~~increase in~~ value of the underlying assets supporting the ~~deferred compensation plan~~2020 Deferred Compensation Plan decreased $80 thousand and $63 thousand for the three and nine months ended ~~March 31,~~September 30, 2021, ~~compared to a reduction~~respectively, and payroll taxes decreased $4 thousand and $39 thousand during the same periods, respectively. These decreases were offset by increases in ~~expense of $122 thousand related to a decline in~~ the ~~value of the deferred compensation plan assets for the three months ended March 31, 2020. Also,~~ costs associated with the Company's medical and dental plans ~~increased $29~~of $51 thousand ~~between periods.~~

•~~Occupancy expense, net.~~ ~~The decrease~~and $176 thousand for the three and nine months ended September 30, 2021, respectively, and in ~~occupancy expenses primarily relates to a reduction in services needed due~~401k contributions of $21 thousand and $73 thousand for the three and nine months ended September 30, 2021, respectively, compared to the ~~closure of branch lobbies during the COVID-19 pandemic.~~same periods in 2020.

•Equipment expense. Equipment expenses increased between periods primarily due to increases of ~~$69~~$114 thousand and $284 thousand in software license and maintenance costs ~~partially offset by a decrease~~for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020.

•Professional fees. During the first nine months of ~~$14~~2021, additional consultants were engaged to assist with employment searches and other advisory services that were not utilized in 2020, resulting in increases of $6 thousand for the three months ended September 30, 2021, and $183 thousand for the nine months ended September 30, 2021, compared to the same periods in ~~depreciation expense.~~2020.

Union Bankshares, Inc. Page 36

•FDIC insurance assessment. The deposit insurance assessment base and assessment rate both increased for the three and nine months ended ~~March 31,~~September 30, 2021 compared to the 2020 comparison ~~period,~~periods, resulting in an increase in ~~expense.~~expense for both periods.

•Other loan related expenses. Other loan related expenses consist of other costs incurred for originating and servicing loans such as insurance and property tax tracking expenses, credit report fees, and other real estate closing costs. These expenses increased for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 ~~increased~~ compared to the same period in 2020 due to the increase in loan volumes throughout the Company's market areas.

•Vermont franchise tax. The increase in expense between the three and nine month comparison periods of 2020 and 2021 is due to the increase in average deposit balances for customer accounts allocated to Vermont.

•~~Advertising~~ATM and ~~public relations.~~debit card expense. ~~Advertising~~The $45 thousand and ~~public relations costs decreased for~~$48 thousand increase in expense between the three ~~months ended March 31,~~and nine month comparison periods of 2020 and 2021, ~~compared to the same period in 2020~~respectively, is due to ~~less advertising~~changes in services with ATM and ~~business development activity as a result~~debit card service providers and an increase in volume of ~~the economic disruption caused by COVID-19.~~activity.

•Electronic banking expenses. Electronic banking expenses increased ~~$14~~$13 thousand and $40 thousand for the three and nine months ended ~~March 31,~~September 30, 2021, respectively, compared to the same periods in 2020 due to ~~changes~~additional online banking services and an increase in ~~services with ATM~~volume of activity.

•Other losses. The increase in expense between the three and nine month comparison periods of 2020 and 2021 is primarily due to business debit card ~~service providers.~~fraud during the third quarter of 2021.

Provision for Income Taxes. The Company has provided for current and deferred federal income taxes for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020. The Company's net provision for income taxes was ~~$541~~$874 thousand and ~~$356 thousand~~$2.0 million for the

~~Union Bankshares, Inc. Page 32~~

three and nine months ended ~~March 31,~~September 30, 2021, respectively, compared to $751 thousand and $1.6 million for the same periods in 2020, respectively. The Company's effective federal corporate income tax rate was ~~15.2%~~17.9% and 16.6% for the three and nine months ended ~~March 31,~~September 30, 2021, respectively, compared to ~~13.8%~~15.8% and 15.1% for the same ~~period~~periods in ~~2020.~~2020, respectively.

Amortization expense related to limited partnership investments is included as a component of tax expense and amounted to ~~$262~~$238 thousand and $739 thousand for the three and nine months ended ~~March 31,~~September 30, 2021, respectively, and ~~$188~~$303 thousand and $679 thousand for the same ~~period~~periods in ~~2020.~~2020, respectively. These investments provide tax benefits, including tax credits. Low income housing and rehabilitation tax credits with respect to limited partnership investments are also included as a component of income tax expense and amounted to $241 thousand ~~for the three months ended March 31, 2021~~ and ~~$195~~$723 thousand for the three and nine months ended ~~March 31, 2020.~~September 30, 2021, respectively, and $358 thousand and $748 thousand for the three and nine months ended September 30, 2020, respectively.

FINANCIAL CONDITION

At ~~March 31,~~September 30, 2021, the Company had total consolidated assets of ~~$1.104~~$1.16 billion, including gross loans and loans held for sale (total loans) of ~~$842.5~~$790.0 million, deposits of ~~$1.008~~$1.04 billion, borrowed funds of ~~$7.2~~$7.0 million, subordinated debentures and notes of $16.2 million and stockholders' equity of ~~$79.8~~$83.7 million. The Company’s total assets at ~~March 31,~~September 30, 2021 increased ~~$10.8~~$64.7 million, or ~~1.0%~~5.9%, from ~~$1.094~~$1.09 billion at December 31, 2020, and increased ~~$221.2~~$149.2 million, or ~~25.1%~~14.8%, compared to ~~March 31,~~September 30, 2020.

Net loans and loans held for sale ~~increased $38.3~~decreased $13.5 million, or ~~4.8%~~1.7%, to ~~$833.3~~$781.5 million, representing ~~75.5%~~67.5% of total assets at ~~March 31,~~September 30, 2021, compared to $794.9 million, or 72.7% of total assets at December 31, 2020. (See Loans Held for Sale and Loan Portfolio below.)

Total deposits increased ~~$13.6~~$46.3 million, or ~~1.4%~~4.7%, to ~~$1.008~~$1.04 billion at ~~March 31,~~September 30, 2021, from $994.3 million at December 31, 2020. There were increases in noninterest bearing deposits of ~~$16.7~~$37.7 million, or ~~7.8%~~17.5%, and interest bearing deposits of ~~$11.6~~$43.1 million, or ~~1.8%~~6.8%, which were partially offset by a decrease in time deposits of ~~$14.7~~$34.4 million, or ~~10.4%~~24.3%. (See average balances and rates in the Yields Earned and Rates Paid table on ~~page 29.~~pages 32 and 33.)

~~Total borrowed~~Borrowed funds, which consist of FHLB advances, were $7.0 million at September 30, 2021 and $7.2 million at ~~March 31, 2021 and~~ December 31, 2020. (See Borrowings on page ~~38.~~43.)

Total stockholders’ equity ~~decreased $1.1~~increased $2.9 million to ~~$79.8~~$83.7 million at ~~March 31,~~September 30, 2021 from $80.9 million at December 31, 2020. (See Capital Resources on page ~~39.~~44.)

Union Bankshares, Inc. Page 37

Loans Held for Sale and Loan Portfolio. Total loans (including loans held for sale) ~~increased $39.1~~decreased $13.4 million, or ~~4.9%~~1.7%, to ~~$842.5~~$790.0 million, representing ~~76.3%~~68.2% of assets at ~~March 31,~~September 30, 2021, from $803.4 million, representing 73.5% of assets at December 31, 2020. The total loan portfolio at ~~March 31,~~September 30, 2021 ~~increased $171.0~~decreased $8.8 million compared to the ~~March 31,~~September 30, 2020 level of ~~$671.5~~$798.9 million, ~~representing 76.0%~~which represented 79.2% of assets. The Company’s loans consist primarily of adjustable-rate and fixed-rate mortgage loans secured by one-to-four family, multi-family residential or commercial real estate. Real estate secured loans represented ~~$630.0~~$639.7 million, or ~~74.8%~~81.0% of total loans at ~~March 31,~~September 30, 2021 and $593.4 million, or 73.9% of total loans at December 31, 2020. The Company had ~~803~~384 and 679 PPP loans totaling ~~$77.2~~$28.2 million and $66.2 million classified as commercial loans as of ~~March 31,~~September 30, 2021 and December 31, 2020, respectively. ~~The~~Changes in the composition of the Company's loan portfolio ~~remained relatively unchanged~~ from December 31, 2020 (see table below). resulted primarily from the decrease in the commercial portfolio related to PPP loan forgiveness and a decrease in the municipal portfolio, partially offset by an increase in the volume of residential loans originated. There was no material change in the Company’s lending programs or terms during the ~~three~~nine months ended ~~March 31,~~September 30, 2021.

The composition of the Company's loan portfolio, including loans held for sale, as of ~~March 31,~~September 30, 2021 and December 31, 2020 was as follows:

March 31, 2021 December 31, 2020
Loan Class Amount Percent Amount Percent
(Dollars in thousands)
Residential real estate $ 206,562 24.5 $ 183,166 22.8
Construction real estate 65,470 7.8 57,417 7.1
Commercial real estate 317,739 37.7 320,627 39.9
Commercial 118,321 14.0 108,861 13.6
Consumer 2,532 0.3 2,601 0.3
Municipal 91,630 10.9 98,497 12.3
Loans held for sale 40,212 4.8 32,188 4.0
Total loans 842,466 100.0 803,357 100.0
Allowance for loan losses (8,429) (8,271)
Unamortized net loan fees (765) (146)
Net loans and loans held for sale $ 833,272 $ 794,940

~~Union Bankshares, Inc. Page 33~~


	September 30, 2021			December 31, 2020
Loan Class	Amount		Percent	Amount		Percent
	(Dollars in thousands)
Residential real estate	$	225,797	28.6	$	183,166	22.8
Construction real estate	73,845		9.3	57,417		7.1
Commercial real estate	322,212		40.8	320,627		39.9
Commercial	64,156		8.1	108,861		13.6
Consumer	2,614		0.3	2,601		0.3
Municipal	83,562		10.6	98,497		12.3
Loans held for sale	17,821		2.3	32,188		4.0
Total loans	790,007		100.0	803,357		100.0
Allowance for loan losses	(8,561)			(8,271)
Unamortized net loan fees	36			(146)
Net loans and loans held for sale	$	781,482		$	794,940

The Company originates and sells qualified residential mortgage loans in various secondary market avenues, with a majority of sales made to the FHLMC/Freddie Mac, generally with servicing rights retained. At ~~March 31,~~September 30, 2021, the Company serviced an ~~$827.6~~$873.3 million residential real estate mortgage portfolio, of which ~~$40.2~~$17.8 million was held for sale and approximately ~~$580.9~~$629.7 million of which was serviced for unaffiliated third parties.

During the first ~~three~~nine months of 2021, the Company sold ~~$29.7~~$164.2 million of qualified residential real estate loans to the secondary market to mitigate long-term interest rate risk and to generate fee income, compared to sales of ~~$42.4~~$187.5 million during the first ~~three~~nine months of 2020. Residential mortgage loan origination activity continued to be strong during the ~~first~~third quarter of 2021, consisting of both refinancing and purchase activity. Customers continue to refinance existing mortgages in order to obtain lower rates. Despite low housing inventory, purchase activity continues to be strong. The Company originates and sells FHA, VA, and RD residential mortgage loans, and also has an Unconditional Direct Endorsement Approval from HUD which allows the Company to approve FHA loans originated in any of its Vermont or New Hampshire markets without needing prior HUD underwriting approval. The Company sells FHA, VA and RD loans as originated with servicing released. Some of the government backed loans qualify for zero down payments without geographic or income restrictions. These loan products increase the Company's ability to serve the borrowing needs of residents in the communities served, including low and moderate income borrowers, while the loan sales and government guaranty mitigate the Company's exposure to credit risk.

The Company also originates commercial real estate and commercial loans under various SBA, USDA and State sponsored programs which provide a government agency guaranty for a portion of the loan amount. There was ~~$81.1~~$31.8 million guaranteed under these various programs at ~~March 31,~~September 30, 2021 on an aggregate balance of ~~$82.4~~$33.1 million in subject loans. This includes ~~the $77.2~~$28.2 million of PPP loans that are guaranteed 100% by SBA, subject to borrower eligibility requirements. The Company occasionally sells the guaranteed portion of a loan to other financial institutions and retains servicing rights, which generates fee income. There were no commercial loans sold in the first ~~three~~nine months of 2021 and $131 thousand in commercial loans were sold in the first ~~three~~nine months of 2020. The Company recognizes gains and losses on the sale of the principal portion of these loans as they occur.

Union Bankshares, Inc. Page 38

The Company serviced ~~$20.8~~$20.2 million of commercial and commercial real estate loans for unaffiliated third parties as of ~~March 31,~~September 30, 2021. This included ~~$19.3~~$18.5 million of commercial or commercial real estate loans the Company ~~had~~originated and participated out to other financial institutions. These loans were participated in the ordinary course of business on a nonrecourse basis, for liquidity or credit concentration management purposes.

The Company capitalizes MSRs for all loans sold with servicing retained. The unamortized balance of MSRs on loans sold with servicing retained was ~~$2.1~~$2.5 million at ~~March 31,~~September 30, 2021, with an estimated market value in excess of the carrying value as of such date. Management periodically evaluates and measures the servicing assets for impairment.

Qualifying residential first mortgage loans and certain commercial real estate loans with a carrying value of ~~$203.8~~$225.5 million were pledged as collateral for borrowings from the FHLB under a blanket lien at ~~March 31,~~September 30, 2021.

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

~~As a result of the current~~The region's economic environment ~~caused by~~is seeing signs of improvement as the states of Vermont and New Hampshire are fully opened after the COVID-19 pandemic ~~numerous industries~~closure of large segments of the economy. There is demand for leisure travel and ~~individuals have~~dining out which is supporting the region's tourist and ~~will continue to experience adverse impacts which may affect our borrowers’~~restaurant industries; however, the industry is also facing some staffing challenges as workforce participation is lagging. Demand for homes has surged with the general safety and desirability of the region, low interest rates and the increased ability ~~to make their loan payments on a timely basis.~~of working remotely. The Company’s management is focused on the impact COVID-19 is having on its borrowers and closely monitors industry and geographic concentrations, specifically the continuing impact on the region's tourist and restaurant industries. The Vermont unemployment rate was reported at ~~2.9%~~2.4% for ~~March~~September 2021 compared to ~~3.2%~~4.2% for ~~March~~September 2020 and the New Hampshire unemployment rate was ~~3.0%~~2.9% for ~~March~~September 2021 compared to ~~2.6%~~6.0% for ~~March~~September 2020. These rates compare favorably with the nationwide unemployment rate of ~~6.0%~~4.8% and ~~4.4%~~7.9%, respectively, for the comparable periods. Management will continue to monitor the national, regional and local economic environment in relation to COVID-19 and its impact on unemployment, business outlook and real estate values in the Company’s market area.

~~Union Bankshares, Inc. Page 34~~

Repossessed assets, nonaccrual loans, and loans that are 90 days or more past due are considered to be nonperforming assets. The following table shows the composition of nonperforming assets at the dates indicated and trends in certain ratios monitored by the Company's management in reviewing asset quality:


		March 31, 2021			December 31, 2020			March 31, 2020				September 30, 2021			December 31, 2020			September 30, 2020
		(Dollars in thousands)										(Dollars in thousands)
Nonaccrual loans	Nonaccrual loans	$	5,878		$	2,410		$	2,209		Nonaccrual loans	$	5,667		$	2,410		$	2,451
Accruing loans 90+ days delinquent	Accruing loans 90+ days delinquent	263			511			1,722			Accruing loans 90+ days delinquent	43			511			964
Total nonperforming loans (1)	Total nonperforming loans (1)	6,141			2,921			3,931			Total nonperforming loans (1)	5,710			2,921			3,415
OREO	OREO	—			50			—			OREO	47			50			—

Total nonperforming assets	Total nonperforming assets	$	6,141		$	2,971		$	3,931		Total nonperforming assets	$	5,757		$	2,971		$	3,415
ALL to loans not held for sale	ALL to loans not held for sale	1.05		%	1.07		%	0.94		%	ALL to loans not held for sale	1.11		%	1.07		%	1.00		%
ALL to nonperforming loans	ALL to nonperforming loans	137.26		%	283.16		%	162.58		%	ALL to nonperforming loans	149.93		%	283.16		%	225.21		%
Nonperforming loans to total loans	Nonperforming loans to total loans	0.73		%	0.36		%	0.57		%	Nonperforming loans to total loans	0.72		%	0.36		%	0.43		%
Nonperforming assets to total assets	Nonperforming assets to total assets	0.56		%	0.27		%	0.45		%	Nonperforming assets to total assets	0.50		%	0.27		%	0.34		%
Delinquent loans (30 days to nonaccruing) to total loans	Delinquent loans (30 days to nonaccruing) to total loans	1.01		%	0.83		%	1.33		%	Delinquent loans (30 days to nonaccruing) to total loans	0.90		%	0.83		%	0.75		%
Net charge-offs (annualized) to average loans not held for sale		—		%	0.01		%	0.02		%
Net (recoveries) charge-offs (annualized) to average loans not held for sale											Net (recoveries) charge-offs (annualized) to average loans not held for sale	(0.01)		%	0.01		%	0.01		%

____________________

(1)The Company had guarantees of U.S. or state government agencies on certain of the above nonperforming loans totaling ~~$168~~$72 thousand at ~~March 31,~~September 30, 2021, $177 thousand at December 31, 2020, and ~~$92~~$178 thousand at ~~March 31,~~September 30, 2020.

The level of nonaccrual loans increased ~~$3.5~~$3.3 million, or ~~143.9%~~135.1%, since December 31, 2020 primarily due to a CRE hospitality relationship that was placed into non-accrual during the first quarter of 2021. Accruing loans delinquent 90 days or more decreased ~~$248~~$468 thousand, or ~~48.5%~~91.6%, during the same time period. There were no loans in process of foreclosure at ~~March 31, 2021, as a~~

Union Bankshares, Inc. Page 39

September 30, 2021. The state-mandated moratorium on foreclosures in Vermont related to the COVID-19 emergency ~~remained in effect.~~was lifted effective July 15, 2021. The aggregate interest income not recognized on nonaccrual loans approximated ~~$466~~$492 thousand as of ~~March 31,~~September 30, 2021 and $420 thousand as of December 31, 2020.

The Company had loans rated substandard that were on performing status totaling ~~$1.7~~$1.2 million at ~~March 31,~~September 30, 2021 compared to $2.2 million at December 31, 2020. In management's view, substandard loans represent a higher degree of risk of becoming nonperforming loans in the future.

In March 2020, the federal banking agencies issued guidance, confirmed by the FASB, that certain modifications made to loans to a borrower affected by the COVID-19 pandemic and government shutdown orders would not be considered TDRs under specified circumstances (See Notes 2 and 5). Through ~~March 31,~~September 30, 2021, the Company had executed modifications under this guidance on outstanding loan balances of ~~$167.2~~$145.6 million that carried accrued interest of ~~$1.1 million.~~$926 thousand. Of the total modifications executed, outstanding residential loan balances of ~~$28.0 million~~$748 thousand remained subject to modified terms and carried accrued interest of ~~$287~~$34 thousand as of ~~March 31,~~September 30, 2021. The Company intends to continue to follow the guidance of the banking regulators in making TDR determinations.

On occasion, the Company acquires residential or commercial real estate properties through or in lieu of loan foreclosure. These properties are held for sale and are initially recorded as OREO at fair value less estimated selling costs at the date of the Company’s acquisition of the property, with fair value based on an appraisal for more significant properties and on a broker’s price opinion for less significant properties. Holding costs and declines in the fair value of properties acquired are expensed as incurred. Declines in the fair value after acquisition of the property result in charges against income before tax. The Company evaluates each OREO property at least quarterly for changes in the fair value. The Company had no properties classified as OREO at March 31, 2021 or March 31, 2020 and one residential real estate property valued at $50 thousand classified as OREO at December 31, 2020 which was sold during the first quarter of 2021.

Allowance for Loan Losses. Some of the Company’s loan customers ultimately do not make all of their contractually scheduled payments, whether due to the effects of the COVID-19 pandemic or otherwise, requiring the Company to charge off a portion or all of the remaining principal balance due. The Company maintains an ALL to absorb such losses. The ALL is maintained at a level believed by management to be appropriate to absorb probable credit losses inherent in the loan portfolio as of the evaluation date; however, actual loan losses may vary from current estimates. The Company's policy and methodologies for establishing the ALL, described in the Company's 2020 Annual Report did not change during the first ~~three~~nine months of 2021. The Company's ALL was $8.6 million at September 30, 2021 and $8.3 million as of December 31, 2020.

~~Union Bankshares, Inc. Page 35~~

Management ~~adjusted~~increased certain economic qualitative factors utilized to estimate the ALL during the ~~quarter ended March 31,~~first nine months of 2020 at the onset of the COVID-19 pandemic. ~~There were~~Due to continued indications of economic improvement and with the majority of borrowers that had executed loan modifications due to COVID-19 no ~~changes~~longer subject to modified terms, the economic qualitative reserve factor assigned to the ~~reserve factors assigned to any of the~~commercial, commercial real estate, residential, junior lien, consumer and municipal loan portfolios ~~based on the qualitative factor reviews performed~~was decreased 5 bps during the ~~first three months~~third quarter of 2021.

Impaired loans, including ~~$2.8~~$2.4 million of TDR loans, were ~~$7.4~~$7.0 million at ~~March 31,~~September 30, 2021, with government guaranties of ~~$489~~$350 thousand and a specific reserve amount allocated of ~~$58~~$46 thousand. Impaired loans, including $2.9 million of TDR loans, were $4.6 million at December 31, 2020, with government guaranties of $514 thousand and a specific reserve amount allocated of $58 thousand. Based on management's evaluation of the Company's historical loss experience on substandard commercial loans, commercial loan relationships with aggregate balances greater than $500 thousand are evaluated individually for impairment, with a specific reserve allocated when warranted. Commercial loans with balances under this threshold are collectively evaluated for impairment as a homogeneous pool of loans, unless such loans are subject to a restructuring agreement or have been identified as impaired as part of a larger customer relationship. ~~There was no change to the~~The specific reserve amount allocated to individually identified impaired loans decreased $12 thousand as a result of the ~~March 31,~~September 30, 2021 impairment evaluation.

The following table reflects activity in the ALL for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020:


		For the Three Months Ended March 31,					For the Three Months Ended September 30,				For the Nine Months Ended September 30,
		2021		2020					2021		2020		2021		2020
		(Dollars in thousands)				(Dollars in thousands)
Balance at beginning of period	Balance at beginning of period	$	8,271	$	6,122			Balance at beginning of period	$	8,505	$	6,888	$	8,271	$	6,122
Charge-offs	Charge-offs	—		(54)				Charge-offs	(2)		(3)		(2)		(60)
Recoveries	Recoveries	8		23				Recoveries	58		6		67		29
Net charge-offs		8		(31)
Net recoveries (charge-offs)								Net recoveries (charge-offs)	56		3		65		(31)
Provision for loan losses	Provision for loan losses	150		300				Provision for loan losses	—		800		225		1,600
Balance at end of period	Balance at end of period	$	8,429	$	6,391			Balance at end of period	$	8,561	7,691		$	8,561	$	7,691

Union Bankshares, Inc. Page 40

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


		March 31, 2021			December 31, 2020				September 30, 2021			December 31, 2020
		Amount		Percent	Amount		Percent		Amount		Percent	Amount		Percent
		(Dollars in thousands)							(Dollars in thousands)
Residential real estate	Residential real estate	$	1,996	25.7	$	1,776	23.8	Residential real estate	$	2,060	29.2	$	1,776	23.8
Construction real estate	Construction real estate	881		8.2	763		7.4	Construction real estate	1,000		9.6	763		7.4
Commercial real estate	Commercial real estate	4,133		39.6	4,199		41.6	Commercial real estate	4,015		41.7	4,199		41.6
Commercial	Commercial	443		14.8	458		14.1	Commercial	335		8.4	458		14.1
Consumer	Consumer	13		0.3	15		0.3	Consumer	13		0.3	15		0.3
Municipal	Municipal	199		11.4	214		12.8	Municipal	137		10.8	214		12.8
Unallocated	Unallocated	764		—	846		—	Unallocated	1,001		—	846		—
Total	Total	$	8,429	100.0	$	8,271	100.0	Total	$	8,561	100.0	$	8,271	100.0

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

Management believes, in its best estimate, that the ALL at ~~March 31,~~September 30, 2021 is appropriate to cover probable credit losses inherent in the Company’s loan portfolio as of such date. However, there can be no assurance that the Company will not sustain losses in future periods which could be greater than the size of the ALL at ~~March 31,~~September 30, 2021. In addition, our banking regulators, as an integral part of their examination process, periodically review our ALL. Such agencies may require us to recognize adjustments to the ALL based on their judgments about information available to them at the time of their examination. A large adjustment to the ALL for losses in future periods could require increased provisions to replenish the ALL, which could negatively affect earnings.

Investment Activities. During the first ~~three~~nine months of 2021, investment securities classified as AFS increased ~~$36.2~~$78.4 million to ~~$141.9~~$184.2 million, comprising ~~12.9%~~15.9% of total assets, compared to $105.8 million, or 9.7% of total assets at December 31, 2020. The Company used excess liquidity to increase the investment portfolio during 2021 to obtain higher yields than what would have been earned at the current Federal Funds rate. Net unrealized ~~gains~~losses for the Company’s AFS investment securities portfolio were ~~$102~~$238 thousand as of ~~March 31,~~September 30, 2021,

~~Union Bankshares, Inc. Page 36~~

compared to net unrealized gains of $3.3 million as of December 31, 2020. The Company’s accumulated OCI component of stockholders’ equity at ~~March 31,~~September 30, 2021 reflected cumulative net unrealized ~~gains~~losses on investment securities of ~~$81~~$188 thousand. There were no securities classified as HTM at ~~March 31,~~September 30, 2021 or December 31, 2020. No declines in value were deemed by management to be OTT at ~~March 31,~~September 30, 2021. Deterioration in credit quality and/or imbalances in liquidity that may result from changes in financial market conditions might adversely affect the fair values of the Company’s investment portfolio and the amount of gains or losses ultimately realized on the sale of such securities, and may also increase the potential that unrealized losses will be designated as OTT in future periods, resulting in write-downs and charges to earnings. There were no investment securities pledged as of ~~March 31,~~September 30, 2021 or December 31, 2020.

Union Bankshares, Inc. Page 41

Deposits. The following table shows information concerning the Company's average deposits by account type and weighted average nominal rates at which interest was paid on such deposits for the ~~three~~nine months ended ~~March 31,~~September 30, 2021 and 2020:


		Three Months Ended March 31, 2021					Three Months Ended March 31, 2020						Nine Months Ended September 30, 2021					Nine Months Ended September 30, 2020
		Average Amount		Percent of Total Deposits	Average Rate		Average Amount		Percent of Total Deposits	Average Rate			Average Amount		Percent of Total Deposits	Average Rate		Average Amount		Percent of Total Deposits	Average Rate
		(Dollars in thousands)											(Dollars in thousands)
Nontime deposits:	Nontime deposits:											Nontime deposits:
Noninterest bearing deposits	Noninterest bearing deposits	$	221,344	22.1	—		$	135,561	18.4	—		Noninterest bearing deposits	$	234,243	23.0	—		$	167,845	20.5	—
Interest bearing checking accounts	Interest bearing checking accounts	234,339		23.4	0.25	%	169,513		23.1	0.40	%	Interest bearing checking accounts	247,455		24.3	0.24	%	188,286		23.0	0.38	%
Money market accounts	Money market accounts	264,499		26.4	0.80	%	176,150		24.0	1.32	%	Money market accounts	251,149		24.7	0.67	%	197,637		24.1	1.05	%
Savings accounts	Savings accounts	148,770		14.8	0.07	%	107,420		14.6	0.15	%	Savings accounts	162,933		16.0	0.07	%	119,105		14.6	0.12	%
Total nontime deposits	Total nontime deposits	868,952		86.7	0.32	%	588,644		80.1	0.54	%	Total nontime deposits	895,780		88.0	0.27	%	672,873		82.2	0.44	%
Time deposits:	Time deposits:											Time deposits:
Less than $100,000	Less than $100,000	67,423		6.7	0.89	%	75,132		10.2	1.26	%	Less than $100,000	59,408		5.9	0.75	%	74,643		9.1	1.17	%
$100,000 and over	$100,000 and over	66,193		6.6	1.25	%	71,264		9.7	1.62	%	$100,000 and over	62,231		6.1	0.97	%	70,931		8.7	1.53	%
Total time deposits	Total time deposits	133,616		13.3	1.06	%	146,396		19.9	1.44	%	Total time deposits	121,639		12.0	0.86	%	145,574		17.8	1.35	%
Total deposits	Total deposits	$	1,002,568	100.0	0.42	%	$	735,040	100.0	0.72	%	Total deposits	$	1,017,419	100.0	0.34	%	$	818,447	100.0	0.60	%

During the first ~~three~~nine months of 2021, average total deposits grew ~~$267.5~~$199.0 million, or ~~36.4%~~24.3%, compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2020, with growth in all categories except time deposits. The increase in average balances for nontime deposits was attributable to proceeds from PPP loans deposited into customer accounts at Union, customer's receipt of government stimulus payments, and the general reduction in spending by customers due to COVID-19. The average balances of time deposits decreased due to higher rate paying time deposit accounts have matured and customers have primarily transferred those funds into other deposit accounts.

The Company participates in CDARS, which permits the Company to offer full deposit insurance coverage to its customers by exchanging deposit balances with other CDARS participants. CDARS also provides the Company with an additional source of funding and liquidity through the purchase of deposits. There were no purchased ~~CDARs~~CDARS deposits as of ~~March 31,~~September 30, 2021 or December 31, 2020. There were ~~$12.2~~$13.6 million of time deposits of $250,000 or less on the balance sheet at ~~March 31,~~September 30, 2021 and $14.2 million at December 31, 2020, which were exchanged with other CDARS participants.

The Company also participates in the ICS program, a service through which it can offer its customers demand or savings products with access to unlimited FDIC insurance, while receiving reciprocal deposits from other FDIC-insured banks. Like the exchange of certificate of deposit accounts through CDARS, exchange of demand or savings deposits through ICS provides a depositor with full deposit insurance coverage of excess balances, thereby helping the Company retain the full amount of the deposit on its balance sheet. As with the CDARS program, in addition to reciprocal deposits, participating banks may also purchase one-way ICS deposits. There were ~~$132.7~~$116.1 million and $146.2 million in exchanged ICS demand and money market deposits on the balance sheet at ~~March 31,~~September 30, 2021 and December 31, 2020, respectively. There were no purchased ICS deposits at ~~March 31,~~September 30, 2021 or December 31, 2020.

At ~~March~~December 31, ~~2021,~~2020, there were ~~$9.0~~$15.0 million inof retail brokered deposits issued under a master certificate of deposit program with a deposit broker for the purpose of providing a supplemental source of funding and liquidity. ~~These deposits will mature in May 2021.~~ There were ~~$15.0 million of~~no retail brokered deposits at ~~December 31, 2020.~~

~~Union Bankshares, Inc. Page 37~~

September 30, 2021.

The following table provides a maturity distribution of the Company’s time deposits in amounts of $100,000 and over at ~~March 31,~~September 30, 2021 and December 31, 2020:


		March 31, 2021		December 31, 2020			September 30, 2021		December 31, 2020
		(Dollars in thousands)					(Dollars in thousands)
Within 3 months	Within 3 months	$	15,988	$	22,722	Within 3 months	$	11,223	$	22,722
3 to 6 months	3 to 6 months	18,338		15,828		3 to 6 months	15,583		15,828
6 to 12 months	6 to 12 months	20,080		22,629		6 to 12 months	21,623		22,629
Over 12 months	Over 12 months	8,023		9,194		Over 12 months	7,945		9,194
		$	62,429	$	70,373		$	56,374	$	70,373

Union Bankshares, Inc. Page 42

The Company's time deposits in amounts of $100 thousand and over decreased ~~$7.9~~$14.0 million, or ~~11.3%~~19.9%, between December 31, 2020 and ~~March 31,~~September 30, 2021, resulting primarily from the maturity, without renewal, of customer time deposits originated in prior periods when promotions were offered.

A provision of the Dodd-Frank Act permanently raised FDIC deposit insurance coverage to $250 thousand per depositor per insured depository institution for each account ownership category. At ~~March 31,~~September 30, 2021, the Company had deposit accounts with less than the maximum FDIC insured deposit amount of $250 thousand totaling ~~$704.4~~$695.6 million, or ~~69.9%~~66.8% of total deposits. An additional ~~$22.7~~$32.0 million of municipal deposits were over the FDIC insurance coverage limit at ~~March 31,~~September 30, 2021 and were collateralized under applicable state regulations by letters of credit issued by the ~~FHLB.~~FHLB, as described below under Borrowings.

Borrowings. The Company's borrowed funds at ~~March 31,~~September 30, 2021 ~~and~~were comprised of borrowings from the FHLB of $7.0 million at a weighted average rate of 3.13%. At December 31, 2020, borrowed funds were comprised of borrowings from the FHLB of $7.2 million at a weighted average rate of 3.07%.

The Company has the authority, up to its available borrowing capacity with the FHLB, to collateralize public unit deposits with letters of credit issued by the FHLB. FHLB letters of credit in the amount of ~~$28.6~~$32.7 million and $23.6 million were utilized as collateral for these deposits at ~~March 31,~~September 30, 2021 and December 31, 2020, respectively. Total fees paid by the Company in connection with the issuance of these letters of credit were $9$23 thousand and $8$39 thousand for the three and nine months ended ~~March 31,~~September 30, 2021 respectively, and $7 thousand and $23 thousand for the three and nine months ended September 30, 2020, respectively.

In August 2021, the Company completed the private placement of $16.5 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2031 (the Notes) to certain qualified institutional buyers and accredited investors. The Notes will initially bear interest, payable semi-annually, at the rate of 3.25% per annum, until September 1, 2026. From and including September 1, 2026, the interest rate applicable to the outstanding principal amount due will reset quarterly to the then current three-month secured overnight financing rate (SOFR) plus 263 basis points. The Notes are presented net of unamortized issuance costs of $336 thousand at September 30, 2021 in the consolidated balance sheets.

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

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

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

March 31, 2021 December 31, 2020
(Dollars in thousands)
Commitments to originate loans $ 59,645 $ 61,431
Unused lines of credit 136,032 132,502
Standby and commercial letters of credit 2,609 3,115
Credit card arrangements 301 308
FHLB Mortgage Partnership Finance credit enhancement obligation, net 782 728
Commitment to purchase investment in a real estate limited partnership 1,780 2,000
Total $ 201,149 $ 200,084

~~Union Bankshares, Inc. Page 38~~


	September 30, 2021		December 31, 2020
	(Dollars in thousands)
Commitments to originate loans	$	93,629	$	61,431
Unused lines of credit	151,287		132,502
Standby and commercial letters of credit	2,364		3,115
Credit card arrangements	292		308
FHLB Mortgage Partnership Finance credit enhancement obligation, net	817		728


Commitment to purchase investment in a real estate limited partnership	3,000		2,000



Total	$	251,389	$	200,084

Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Loan commitments generally have a fixed expiration date or other termination clause and may

Union Bankshares, Inc. Page 43

require payment of a fee. Since many of the loan commitments are expected to expire without being drawn upon and not all credit lines will be utilized, the total commitment amounts do not necessarily represent future cash requirements. Lines of credit incur seasonal volume fluctuations due to the nature of some customers' businesses, such as tourism and maple syrup products production. The increase in commitments to originate loans at September 30, 2021 from December 31, 2020 is primarily the result of a $28.8 million increase in commitments to originate commercial real estate and commercial construction loans. The increase in unused lines of credit at September 30, 2021 from December 31, 2020 is primarily related to an increase in construction loan availability of $17.7 million.

The Company did not hold any derivative or hedging instruments at ~~March 31,~~September 30, 2021 or December 31, 2020.

In addition to commitments arising from the Company’s financial instruments, in the normal course of business the Company enters into contractual commitments from time to time for the purchase or lease of property, including real property for its banking premises. In March, 2021, the Company entered into a commitment to purchase real property in Shelburne, Vermont for establishment of a future branch office, at a purchase price of $2.2 million. Subject to satisfaction of closing conditions, the purchase is expected to occur during the second quarter of 2021.

Liquidity. Liquidity is a measurement of the Company’s ability to meet potential cash requirements, including ongoing commitments to fund deposit withdrawals, repay borrowings, fund investment and lending activities, purchase and lease commitments, and for other general business purposes. The primary objective of liquidity management is to maintain a balance between sources and uses of funds to meet our cash flow needs in the most economical and expedient manner. The Company’s principal sources of funds are deposits; whole-sale funding options including purchased deposits, amortization, prepayment and maturity of loans, investment securities, interest bearing deposits and other short-term investments; sales of securities and loans AFS; earnings; and funds provided from operations. Contractual principal repayments on loans have been a relatively predictable source of funds; however, payment deferrals approved for borrowers as a result of COVID-19 will delay receipt of contractual payments. Deposit flows and loan and investment prepayments are less predictable and can be significantly influenced by market interest rates, economic conditions, and rates offered by our competitors. Managing liquidity risk is essential to maintaining both depositor confidence and earnings stability.

As of ~~March 31,~~September 30, 2021, Union, as a member of FHLB, had access to unused lines of credit up to ~~$93.3~~$98.8 million over and above the ~~$36.8~~$40.7 million in combined FHLB borrowings and other credit subject to collateralization, subject to the purchase of required FHLB Class B common stock and evaluation by the FHLB of the underlying collateral available. This line of credit can be used for either short-term or long-term liquidity or other funding needs.

Union also maintains an IDEAL Way Line of Credit with the FHLB. The total line available was $551 thousand at ~~March 31,~~September 30, 2021. There were no borrowings against this line of credit as of such date. Interest on this line is chargeable at a rate determined by the FHLB and payable monthly. Should Union utilize this line of credit, qualified portions of the loan and investment portfolios would collateralize these borrowings.

In addition to its borrowing arrangements with the FHLB, Union maintains a pre-approved federal funds line of credit totaling $15.0 million with an upstream correspondent bank, a master brokered deposit agreement with a brokerage firm, and one-way buy options with CDARS and ICS. In addition to the funding sources available to Union, the Company maintains a $5.0 million revolving line of credit with a correspondent bank. At ~~March 31,~~September 30, 2021, there were no purchased ICS or CDARS deposits, ~~$9.0 million in~~no retail brokered deposits, ~~issued under a master certificate of deposit program with a deposit broker,~~ and no outstanding advances on the Union or Company correspondent lines.

Additionally, during 2020 the FRB established the PPPLF, which provides funding to facilitate lending by eligible borrowers to small businesses under the PPP. Under the PPPLF, the FRB lends to banks and other eligible institutional borrowers on a non-recourse basis, taking PPP loans, including purchased loans, as collateral. Union was approved by the FRB to participate in the PPPLF. There were no outstanding advances under this program as of March 31, 2021. Union also has qualifying investment securities that are available to be pledged as collateral to the FRB to have access to the discount window borrowing facility. As of March 31, 2021, there were no outstanding advances from the discount window.

Union's investment and residential loan portfolios also provide a significant amount of contingent liquidity that could be accessed in a reasonable time period through sales of those portfolios. Additional contingent liquidity sources are available with further access to the brokered deposit market. These sources are considered as liquidity alternatives in our contingent liquidity plan. Management believes the Company has sufficient liquidity to meet all reasonable borrower, depositor, and creditor needs in the present economic environment. However, any projections of future cash needs and flows are subject to substantial uncertainty, including factors outside the Company's control.

Capital Resources. Capital management is designed to maintain an optimum level of capital in a cost-effective structure that meets target regulatory ratios, supports management’s internal assessment of economic capital, funds the Company’s business strategies and builds long-term stockholder value. Dividends are generally in line with long-term trends in earnings per share and conservative earnings projections, while sufficient profits are retained to support anticipated business growth, fund strategic

~~Union Bankshares, Inc. Page 39~~

investments, maintain required regulatory capital levels and provide continued support for deposits. The Company continues to evaluate growth opportunities both through internal growth or potential acquisitions.

Union Bankshares, Inc. Page 44

Stockholders’ equity ~~decreased~~increased from $80.9 million at December 31, 2020 to ~~$79.8~~$83.7 million at ~~March 31,~~September 30, 2021, reflecting net income of $9.8 million for the first nine months of 2021, an increase of $274 thousand from stock based compensation, a $48 thousand increase due to the issuance of 2,000 shares of common stock from the exercise of incentive stock options and a $30 thousand increase due to the issuance of common stock under the DRIP. These increases were partially offset by a decrease of ~~$2.6~~$2.8 million in accumulated other comprehensive income due to a decrease in the fair market value of the Company's AFS securities, cash dividends declared of ~~$1.5~~$4.4 million and stock repurchases of $2 thousand during the ~~three~~nine months ended ~~March 31,~~September 30, 2021. These decreases were partially offset by net income of $2.9 million for the first three months of 2021, an increase of $92 thousand from stock based compensation, a $12 thousand increase due to the issuance of 500 shares of common stock from the exercise of incentive stock options and a $12 thousand increase due to the issuance of common stock under the DRIP. The components of other comprehensive income are illustrated in Note 1011 of the unaudited consolidated financial statements.

The Company has 7,500,000 shares of $2.00 par value common stock authorized. As of ~~March 31,~~September 30, 2021, the Company had ~~4,955,232~~4,958,884 shares issued, of which ~~4,480,954~~4,485,154 were outstanding and ~~474,278~~473,730 were held in treasury.

In January 2021, the Company's Board reauthorized for 2021 the limited stock repurchase plan that was initially established in May of 2010. The limited stock repurchase plan allows the repurchase of up to a fixed number of shares of the Company's common stock each calendar quarter in open market purchases or privately negotiated transactions, as management deems advisable and as market conditions may warrant. The repurchase authorization for a calendar quarter (currently 2,500 shares) expires at the end of that quarter to the extent it has not been exercised, and is not carried forward into future quarters. The quarterly repurchase authorization expires on December 31, 2021, unless reauthorized. The Company repurchased 97 shares under this program during the first ~~three~~nine months of 2021 at a total cost of $2 thousand.

The Company maintains a DRIP whereby registered stockholders may elect to reinvest cash dividends and optional cash contributions to purchase additional shares of the Company's common stock. The Company has reserved 200,000 shares of its common stock for issuance and sale under the DRIP. As of ~~March 31,~~September 30, 2021, ~~4,590~~5,138 shares of stock had been issued from treasury stock under the DRIP.

The Company (on a consolidated basis) and Union are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's and Union's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Union must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company's and Union's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Under the current guidelines, banking organizations must have a minimum total risk-based capital ratio of 8.0%, a minimum Tier I risk-based capital ratio of 6.0%, a minimum common equity Tier I risk-based capital ratio of 4.5%, and a minimum leverage ratio of 4.0% in order to be "adequately capitalized." In addition to these requirements, banking organizations must maintain a 2.5% capital conservation buffer consisting of common Tier I equity, increasing the minimum required total risk-based capital, Tier I risk-based and common equity Tier I capital to risk-weighted assets they must maintain to avoid limits on capital distributions and certain bonus payments to executive officers and similar employees.

The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 directed the federal banking regulators to adopt rules providing for a simplified regulatory capital framework for qualifying community banking organizations. In September 2019, the banking regulators finalized a rule that introduced the community bank leverage ratio (CBLR) framework as an optional simplified measure of capital adequacy for qualifying institutions. Beginning with the March 31, 2020 regulatory capital calculation, a banking organization with a Tier I leverage ratio greater than 9.0%, less than $10 billion in average consolidated assets, and limited amounts of off-balance sheet exposures and trading assets and liabilities may opt into the CBLR framework and will be deemed "well capitalized" and will not be required to report or calculate risk-based capital. A community banking organization that does not meet the requirements for use of the simplified CBLR framework will continue to calculate its regulatory capital ratios under existing guidelines. A provision of the CARES Act temporarily lowers the minimum Tier 1 leverage ratio to 8.0% for a banking organization to elect to use the CBLR framework, with a phased increase back to 9.0% by the end of 2021. As of ~~March 31,~~September 30, 2021, the Tier I leverage ratios for the Company and Union were ~~7.07%~~7.26% and ~~7.01%~~8.54%, respectively.

Union Bankshares, Inc. Page 4045

As shown in the table below, as of ~~March 31,~~September 30, 2021, both the Company and Union met all capital adequacy requirements to which they are currently subject and Union exceeded the requirements for a "well capitalized" bank under the FDIC's Prompt Corrective Action framework. There were no conditions or events between ~~March 31,~~September 30, 2021 and the date of this report that management believes have changed either Company’s regulatory capital category.


		Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions					Actual				For Capital Adequacy Purposes				To Be Well Capitalized Under Prompt Corrective Action Provisions
As of March 31, 2021		Amount		Ratio		Amount		Ratio		Amount		Ratio
As of September 30, 2021														As of September 30, 2021	Amount		Ratio		Amount		Ratio		Amount		Ratio
		(Dollars in thousands)													(Dollars in thousands)
Company:	Company:													Company:
Total capital to risk weighted assets	Total capital to risk weighted assets	$	85,413	13.48	%	$	50,690	8.00	%	N/A				Total capital to risk weighted assets	$	106,084	16.16	%	$	52,517	8.00	%	N/A
Tier I capital to risk weighted assets	Tier I capital to risk weighted assets	77,487		12.23	%	38,015		6.00	%	N/A				Tier I capital to risk weighted assets	81,711		12.45	%	39,379		6.00	%	N/A
Common Equity Tier 1 to risk weighted assets	Common Equity Tier 1 to risk weighted assets	77,487		12.23	%	28,511		4.50	%	N/A				Common Equity Tier 1 to risk weighted assets	81,711		12.45	%	29,534		4.50	%	N/A
Tier I capital to average assets	Tier I capital to average assets	77,487		7.07	%	43,840		4.00	%	N/A				Tier I capital to average assets	81,711		7.26	%	45,020		4.00	%	N/A

Union:	Union:													Union:
Total capital to risk weighted assets	Total capital to risk weighted assets	$	84,750	13.40	%	$	50,597	8.00	%	$	63,246	10.00	%	Total capital to risk weighted assets	$	104,219	15.91	%	$	52,404	8.00	%	$	65,505	10.00	%
Tier I capital to risk weighted assets	Tier I capital to risk weighted assets	76,838		12.15	%	37,945		6.00	%	50,593		8.00	%	Tier I capital to risk weighted assets	96,024		14.65	%	39,327		6.00	%	52,436		8.00	%
Common Equity Tier 1 to risk weighted assets	Common Equity Tier 1 to risk weighted assets	76,838		12.15	%	28,459		4.50	%	41,107		6.50	%	Common Equity Tier 1 to risk weighted assets	96,024		14.65	%	29,495		4.50	%	42,605		6.50	%
Tier I capital to average assets	Tier I capital to average assets	76,838		7.01	%	43,845		4.00	%	54,806		5.00	%	Tier I capital to average assets	96,024		8.54	%	44,976		4.00	%	56,220		5.00	%

Dividends paid by Union are the primary source of funds available to the Company for payment of dividends to its stockholders. Union is subject to certain requirements imposed by federal banking laws and regulations, which among other things, establish minimum levels of capital and restrict the amount of dividends that may be distributed by Union to the Company.

Cash dividends of $0.33 per share were paid during the ~~first~~second quarter of 2021 and have been declared for the ~~second~~third quarter, payable on ~~May 6,~~November 4, 2021 to stockholders of record on ~~May 1,~~October 30, 2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Omitted, in accordance with the regulatory relief available to smaller reporting companies in SEC Release Nos. 33-10513 (effective September 10, 2018).

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. The Company’s Chief Executive Officer and Chief Financial Officer, with the assistance of the Disclosure Control Committee, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of ~~March 31,~~September 30, 2021. Based on this evaluation they concluded that those disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files with the Commission is accumulated and communicated to the Company’s management, including its principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required information.

Changes in Internal Controls over Financial Reporting. There was no change in the Company's internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act, during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

Union Bankshares, Inc. Page 4146

PART II OTHER INFORMATION

Item 1. Legal Proceedings.

Item 1A. Risk Factors

There have been no material changes in the risk factors discussed in Part I-Item 1A, "Risk Factors" in the Company’s 2020 Annual Report since the date of the filing of that report.

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

The Company did not issue any unregistered shares during the quarter ended ~~March 31,~~September 30, 2021.

~~The following table summarizes repurchases~~There was no repurchase of the Company's equity securities during the quarter ended ~~March 31, 2021:~~September 30, 2021.

Issuer Purchases of Equity Securities
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number of Shares that May Yet be Purchased Under the Plans or Program (1)
January 2021 — — — 2,500
February 2021 97 $25.14 97 2,403
March 2021 — — — —

~~__________________~~

~~(1)~~All repurchases shown in the table were made pursuant to a discretionary stock repurchase program under which the Company may repurchase up to 2,500 shares of its common stock each calendar quarter, in open market or privately negotiated transactions. The repurchase authorization for a calendar quarter expires at the end of that quarter to the extent it has not been exercised, and is not carried forward into future quarters. The program was initially authorized in 2010 and was reauthorized most recently in January 2021. The program will expire on December 31, 2021, unless reauthorized..

Item 6. Exhibits.


~~3.2~~			Bylaws of Union Bankshares, Inc. as amended and restated effective March 17, 2021, previously filed with the Commission on March 18, 2021 as Exhibit 99.1 to Form 8-K and incorporated herein by reference.
31.1			Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1			Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2			Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101			The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~September 30, 2021 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020, (iii) the unaudited consolidated statements of comprehensive income for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020, (iv) the unaudited consolidated statements of changes in stockholders' equity, (iv) the unaudited consolidated statements of cash flows and (v) related notes.
104			Cover page interactive data file (embedded within exhibit 101).

____________________

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

~~Union Bankshares, Inc. Page 42~~

SIGNATURES

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


						Union Bankshares, Inc.

~~May 10,~~November 15, 2021						/s/ David S. Silverman
						David S. Silverman
						Director, President and Chief Executive Officer


~~May 10,~~November 15, 2021						/s/ Karyn J. Hale
						Karyn J. Hale
						Chief Financial Officer
						(Principal Financial Officer)

Union Bankshares, Inc. Page 47

EXHIBIT INDEX


~~3.2~~			Bylaws of Union Bankshares, Inc. as amended and restated effective March 17, 2021, previously filed with the Commission on March 18, 2021 as Exhibit 99.1 to Form 8-K and incorporated herein by reference.

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

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

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

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

101			The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~September 30, 2021 formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the unaudited consolidated balance sheets, (ii) the unaudited consolidated statements of income for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020, (iii) the unaudited consolidated statements of comprehensive income for the three and nine months ended ~~March 31,~~September 30, 2021 and 2020, (iv) the unaudited consolidated statements of changes in stockholders' equity, (iv) the unaudited consolidated statements of cash flows and (v) related notes.

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

____________________

Union Bankshares, Inc. Page 4348


Item 1. Financial Statements.
Unaudited Interim Consolidated Financial Statements of Union Bankshares, Inc. and Subsidiary
Consolidated Balance Sheets			1
Consolidated Statements of Income			2
Consolidated Statements of Comprehensive Income			3
Consolidated Statements of Changes in Stockholders' Equity			4
Consolidated Statements of Cash Flows			5
Notes to Unaudited Interim Consolidated Financial Statements			7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.			2527
Item 3. Quantitative and Qualitative Disclosures About Market Risk.			4146
Item 4. Controls and Procedures.			4146

PART II OTHER INFORMATION

Item 1. Legal Proceedings.			4247
Item 1A. Risk Factors.			4247
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.			4247
Item 6. Exhibits.			4247

Signatures			4347


	Three Month Periods Ended March 31, 2021 and 2020
	Common Stock									Accumulated other comprehensive income
	Shares, net of treasury	Amount		Additional paid-in capital		Retained earnings		Treasury stock				Total stockholders’ equity
	(Dollars in thousands, except per share data)
Balances, December 31, 2020	4,480,100	$	9,910	$	1,393	$	71,097	$	(4,169)	$	2,636	$	80,867
Net income	—	—		—		2,876		—		—		2,876
Other comprehensive loss	—	—		—		—		—		(2,555)		(2,555)
Dividend reinvestment plan	451	—		8		—		4		—		12
Cash dividends declared ($0.33 per share)	—	—		—		(1,479)		—		—		(1,479)
Stock based compensation expense	—	—		92		—		—		—		92
Exercise of stock options	500	1		11		—		—		—		12
Purchase of treasury stock	(97)	—		—		—		(2)		—		(2)
Balances, March 31, 2021	4,480,954	$	9,911	$	1,504	$	72,494	$	(4,167)	$	81	$	79,823

Balances, December 31, 2019	4,471,977	$	9,897	$	1,124	$	64,019	$	(4,183)	$	986	$	71,843
Net income	—	—		—		2,196		—		—		2,196
Other comprehensive income	—	—		—		—		—		1,075		1,075
Dividend reinvestment plan	223	—		6		—		2		—		8
Cash dividends declared ($0.32 per share)	—	—		—		(1,432)		—		—		(1,432)
Stock based compensation expense	—	—		76		—		—		—		76
Exercise of stock options	1,000	2		20		—		—		—		22

Balances, March 31, 2020	4,473,200	$	9,899	$	1,226	$	64,783	$	(4,181)	$	2,061	$	73,788


	As of March 31, 2020						For The Three Months Ended March 31, 2020
	Recorded Investment (1)		Principal Balance (1)		Related Allowance		Average Recorded Investment		Interest Income Recognized
	(Dollars in thousands)
Residential real estate	$	1,488	$	2,044	$	68	$	1,502	$	19
Construction real estate	218		237		0		220		1
Commercial real estate	3,158		3,290		133		3,181		22
Commercial	280		284		7		290		7
Total	$	5,144	$	5,855	$	208	$	5,193	$	49


	Three Months Ended
	March 31, 2021						March 31, 2020
	Before-Tax Amount		Tax (Expense) Benefit		Net-of-Tax Amount		Before-Tax Amount		Tax (Expense) Benefit		Net-of-Tax Amount
Investment securities available-for-sale:	(Dollars in thousands)
Net unrealized holding (losses) gains arising during the period on investment securities available-for-sale	$	(3,234)	$	679	$	(2,555)	$	1,372	$	(288)	$	1,084
Reclassification adjustment for net gains on investment securities available-for-sale realized in net income	0		0		0		(11)		2		(9)






Total other comprehensive (loss) income	$	(3,234)	$	679	$	(2,555)	$	1,361	$	(286)	$	1,075


	Three Months Ended March 31,
	2021						2020
	Average Balance		Interest Earned/ Paid		Average Yield/ Rate		Average Balance		Interest Earned/ Paid		Average Yield/ Rate
	(Dollars in thousands)
Average Assets:
Federal funds sold and overnight deposits	$	82,856	$	19	0.09	%	$	18,222	$	53	1.15	%
Interest bearing deposits in banks	13,966		37		1.07	%	6,541		41		2.52	%
Investment securities (1), (2)	127,233		555		1.84	%	86,311		544		2.66	%
PPP loans, net (3)	73,619		855		4.71	%	—		—		—	%
Loans (excluding PPP loans), net (1), (4)	739,009		8,030		4.46	%	677,702		8,291		4.98	%
Nonmarketable equity securities	1,150		4		1.47	%	2,152		34		6.43	%
Total interest earning assets (1)	1,037,833		9,500		3.76	%	790,928		8,963		4.62	%
Cash and due from banks	5,094						5,188
Premises and equipment	19,996						20,826
Other assets	37,420						32,590
Total assets	$	1,100,343					$	849,532
Average Liabilities and Stockholders' Equity:
Interest bearing checking accounts	$	234,339	147		0.25	%	$	169,513	170		0.40	%
Savings/money market accounts	413,269		549		0.54	%	283,570		616		0.87	%
Time deposits	133,616		351		1.06	%	146,396		523		1.44	%
Borrowed funds and other liabilities	7,164		54		3.02	%	33,260		148		1.77	%
Total interest bearing liabilities	788,388		1,101		0.57	%	632,739		1,457		0.92	%
Noninterest bearing deposits	221,344						135,561
Other liabilities	9,975						8,607
Total liabilities	1,019,707						776,907
Stockholders' equity	80,636						72,625
Total liabilities and stockholders’ equity	$	1,100,343					$	849,532
Net interest income			$	8,399					$	7,506
Net interest spread (1)					3.19	%					3.70	%
Net interest margin (1)					3.32	%					3.88	%



Issuer Purchases of Equity Securities
Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number of Shares that May Yet be Purchased Under the Plans or Program (1)
January 2021	—	—	—	2,500
February 2021	97	$25.14	97	2,403
March 2021	—	—	—	—