NexTier, Inc. and Riverside Bank of Dublin Announce Merger

BUTLER, Pa. and DUBLIN, Ohio, May 8, 2026 /PRNewswire/ -- NexTier, Inc. ("NexTier"), the holding company of NexTier Bank, N.A. ("NexTier Bank"), and Riverside Bank of Dublin ("Riverside") jointly announced today that the parties have entered into a definitive agreement whereby NexTier will acquire Riverside. The proposed transaction will result in a premier tri-state community bank that is locally owned and managed, with total assets exceeding $3.1 billion. Upon consummation of the proposed transaction, Riverside will be merged with and into NexTier Bank, with the combined company and branch locations operating under the NexTier Bank brand. Travis Sanders, President and Chief Lending Officer of Riverside, will join the NexTier Bank leadership team to serve as Regional President-Columbus, Ohio, upon the consummation of the merger.

With thirty-two branches and $2.9 billion in assets as of March 31, 2026, NexTier Bank will continue to support the combined company's client base with its strong commercial business expertise, treasury management product suite, and relationship building focus, along with its community-based culture, in order to expand upon the strong relationships in the Columbus market that Riverside has built over its five-year operating history. "NexTier has been invested in and partnered with Riverside since its inception. I have appreciated working with the employees and board members throughout those years. Collectively, they all worked together to build a community bank built on service and trust. NexTier has been proud to be associated with this outstanding organization throughout the years, and we are enthusiastic about what the future holds as we bring these two great community banks together," said Clem Rosenberger, President & CEO of NexTier Bank. "We are committed to continuing Riverside's legacy of connecting with customers and delivering strong customer-focused service."

Riverside Bank holds approximately $270 million in assets as of March 31, 2026, and brings strong capabilities in commercial real estate and small business lending, home-equity lending, and personalized deposit-based relationships. "This is a positive step for Riverside Bank of Dublin. It allows us to continue to grow and provide stellar service to our clients. Riverside's planned June 2026 opening of a new branch location in Bridge Park (Dublin OH), will enhance the combined bank by providing tools to greatly increase positive results to the customers and communities we serve. This combination creates a community bank that is focused on the "right things" in one of the largest and fastest growing markets in the Midwest. The merger will take full advantage of renowned Riverside customer service, coupled with, premier treasury management products, and unparalleled personalized care," said Charles O'rin Moore, Riverside CEO.

"NexTier Bank has been lending within the Columbus marketplace for over a decade. The addition of Riverside's new branch location expands our combined ability to service customers from both organizations with two full-service retail locations, premier treasury management services, and unparalleled personalized care," said Travis Sanders, Riverside President.

The agreement was unanimously approved by the Boards of Directors of NexTier and Riverside. The transaction is expected to close in the third quarter of 2026, following receipt of approvals from regulatory authorities and the satisfaction of other customary closing conditions. Riverside Bank of Dublin will also require shareholder approval.

Keefe, Bruyette & Woods, a Stifel Company, served as financial advisor, and Alston & Bird LLP served as legal counsel to NexTier. Performance Trust Capital Partners, LLC served as financial advisor, and Dinsmore & Shohl LLP served as legal counsel to Riverside.

About NexTier Bank, N.A.

NexTier Bank N.A. is a subsidiary of NexTier, Inc. and has 32 community offices throughout Western Pennsylvania and Rochester & Williamsville, New York, along with a loan production office in Cleveland, Ohio. As of March 31, 2026 NexTier Bank reported total assets of $2.9 billion, total loans of $2.2 billion and total deposits of $2.5 billion. www.nextierbank.com.

About Riverside Bank

Riverside Bank of Dublin has one location in Dublin,Ohio, and is set to open an additional location at Bridge Park in June 2026. As of March 31, 2026 Riverside Bank reported total assets of approximately $270 million, total loans of $238 million and total deposits of $239 million. www.Riverside.bank.

Additional Information About the Merger

In connection with the proposed merger transaction, Riverside will prepare a proxy statement, as well as other relevant documents concerning the proposed transaction. The proxy statement will be mailed to the shareholders of Riverside. Shareholders of Riverside are urged to read the proxy statement and other relevant materials in their entirety when they become available before voting on the merger because they will contain important information about NexTier, Riverside, and the proposed merger transaction. The foregoing description of the merger agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the merger agreement, which will be included in the proxy statement.

The merger agreement is not intended to provide any other factual information about Riverside, NexTier or any of NexTier's or Riverside' affiliates. The representations and warranties contained in the merger agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the agreement, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely upon the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Riverside, NexTier or any of NexTier's or Riverside' affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the agreement, which subsequent information may or may not be fully reflected in public disclosures by Riverside or NexTier.

This press release does not constitute a solicitation of proxies.

Special Note Concerning Forward-Looking Statements

This communication contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as "may," "believe," "expect," "anticipate," "intend," "will," "should," "plan," "estimate," "predict," "continue" and "potential" or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the proposed transactions between NexTier and Riverside (the "Merger"), the expected returns and other benefits of the Merger to shareholders, expected improvement in operating efficiency resulting from the Merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value, and the effect of the Merger on NexTier's capital ratios. Forward-looking statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed. Such forward-looking statements are not guarantees of future performance.

Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. With respect to the Merger, factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger with customers, suppliers, employee or other business partners relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of one or both of the definitive agreements in respect of the Merger, (4) the risk of successful integration of Riverside into NexTier, (5) the failure to obtain the necessary approval by the shareholders of Riverside, (6) the amount of the costs, fees, expenses and charges related to the Merger, (7) the ability by NexTier to obtain required governmental approvals of the Merger, (8) reputational risk and the reaction of each of the companies' customers, suppliers, employees or other business partners to the Merger, (9) the failure of the closing conditions in the definitive agreements in respect of the Merger to be satisfied, or any unexpected delay in closing of the Merger, (10) the risk that the integration of the operations of Riverside into the operations of NexTier will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, and (12) general competitive, economic, political and market conditions. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Neither NexTier nor Riverside undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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SOURCE NexTier Bank