What changed in this filing

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Item 1. Financial Statements

2025-05-09 compared with 2024-11-12 · 82 added, 147 removed, 424 unchanged (35% of the section changed)

3 unchanged sentences

(In thousands) (Unaudited)

Nine Months Ended September 30,

Cash flows from financing activities, net of effects of business combination:

Three Months Ended March 31,

Cash flows from financing activities:

Net increase (decrease) in deposits

Net decrease in securities sold under repurchase agreements

Proceeds from advances of notes payable

Repayment of notes payable

4 unchanged sentences

Net cash provided by (used in) financing activities

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

5 unchanged sentences

Change in unrealized gains and losses on investment securities available for sale, net of tax

Fair value of assets acquired

Fair value of liabilities assumed

Net assets acquired

Common stock issued in acquisition

See accompanying notes to consolidated financial statements.

18 unchanged sentences

As disclosed in the Company’s Annual Report, management has identified several accounting policies that, due to the estimates, assumptions and judgments inherent in those policies, are critical in understanding our financial statements.

These include accounting for business combinations (primarily related to core deposit intangibles and acquired loans), accounting for the ACL-Loans, and the valuation and recording of deferred tax assets and liabilities.

These include accounting for business combinations (primarily related to core deposit intangibles and acquired loans) and accounting for the ACL-Loans.

There have been no material changes or developments with respect to the assumptions or methodologies that the Company uses when applying what management believes are critical accounting policies and developing critical accounting estimates as previously disclosed in the Company’s Annual Report.

Recently Issued Not Yet Effective Accounting Standards

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

This ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.

It provides optional expedients and exceptions for applying GAAP to contracts hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

In December 2022, the FASB issued ASU 2022-06, Reference rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848, which defers the sunset date of the original guidance from December 31, 2022 to December 31, 2024.

The Company has been diligent in responding to reference rate reform and does not anticipate a significant impact to its financial statements as a result.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements.

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements.

This ASU modifies the disclosure or presentation requirements of a variety of Topics in the Codification.

3 unchanged sentences

The Company does not anticipate a significant impact to its financial statement disclosures as a result of this ASU.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

This ASU is intended to improve the disclosures about a public entity’s reportable segments and addresses requests from investors and other decision makers for additional, more detailed information about a reportable segment’s expenses.

The amendment applies to all public entities that are required to report segment information in accordance with Topic 280.

This update is effective for annual periods beginning after December 15, 2023, applied retrospectively to all periods presented.

The Company does not currently expect adoption of the amendment to have a material impact on its consolidated financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

3 unchanged sentences

This update is effective for annual periods beginning after December 15, 2024.

NOTE 2 – ACQUISITIONS

On February 10, 2023, the Company completed a merger with Hometown Bancorp, Ltd.

(“Hometown”), a bank holding company headquartered in Fond du Lac, Wisconsin, pursuant to the Agreement and Plan of Bank Merger (“Merger Agreement”), dated as of July 25, 2022 by and among the Company and Hometown, whereby Hometown merged with and into the Company, and Hometown Bank, Hometown’s wholly-owned banking subsidiary, merged with and into the Bank.

Hometown’s principal activity was the ownership and operation of Hometown Bank, a state-chartered banking institution that operated ten ( 10 ) branches in Wisconsin at the time of closing.

The merger consideration totaled approximately $ 130.5 million.

Pursuant to the terms of the Merger Agreement, Hometown shareholders could elect to receive either 0.3962 shares of the Company’s common stock or $ 29.16 in cash for each outstanding share of Hometown common stock, subject to a maximum of 30 % cash consideration in total, with cash paid in lieu of any remaining fractional share.

Company stock issued totaled 1,450,272 shares valued at approximately $ 115.1 million, with cash of $ 15.4 million comprising the remainder of merger consideration.

The fair value of the assets acquired and liabilities assumed on February 10, 2023 was as follows:

As Recorded by

Cash, cash equivalents and securities

Other investments

Premises and equipment, net

Core deposit intangible

Total assets acquired

Other borrowings

Junior subordinated debentures

Other liabilities

Total liabilities assumed

Excess of assets acquired over liabilities assumed

purchase price

Refinement to fair value estimates (1)

Goodwill (after refinement)

(1) Refinement consists of adjustments to the initial fair value estimates of other assets and liabilities.

The Company purchased loans through the acquisition of Hometown for which there was, at the date of acquisition, more than insignificant deterioration of credit quality since origination (PCD Loans).

The carrying amount of these loans at acquisition was as follows:

February 10, 2023

Purchase price of PCD loans at acquisition

Non-credit discount on PCD loans at acquisition

Allowance for credit losses on PCD loans at acquisition

Par value of PCD acquired loans at acquisition

The Company accounted for this transaction under the acquisition method of accounting, and thus, the financial position and results of operations of Hometown prior to the consummation date was not included in the accompanying consolidated financial statements.

The accounting required assets purchased and liabilities assumed to be recorded at their respective fair values at the date of acquisition.

The Company determined the fair value of core deposit intangibles, securities, premises and equipment, loans, other assets and liabilities and deposits with the assistance of third-party valuations, appraisals and third-party advisors.

The estimated fair values were subject to refinement for up to one year after deal consummation as additional information became available relative to the closing date fair values.

For more information concerning the Company’s acquisitions, see “Note 2 – Acquisition” in the Company’s audited consolidated financial statements included in the Company’s Annual Report.

The Company anticipates that this standard will require expanded disclosure related to its income tax exposure, but will not cause any change in the accounting for operational results.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Topic 220):

Disaggregation of Income Statement Expenses.

This ASU is intended to improve the disclosures about a public entity’s income statement expense categories and addresses requests from investors and other decision makers for additional, more detailed information about income statement expense categories.

The amendment applies to all public entities that are required to report income statement categories in accordance with Topic 280.

The effective date for this update was amended by ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date, and is now effective for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

NOTE 2 – EARNINGS PER SHARE

1 unchanged sentence

Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings.

There were no anti-dilutive stock options for the nine months ended September 30, 2024 or 2023.

There were no anti-dilutive stock options for the three months ended March 31, 2025 or 2024.

The following table presents the factors used in the earnings per share computations for the period indicated:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Net income available to common shareholders

13 unchanged sentences

The following is a summary of available for sale securities:

September 30, 2024

March 31, 2025

Obligations of U.S.

5 unchanged sentences

December 31, 2024

Treasury securities

Obligations of U.S.

3 unchanged sentences

Corporate notes

Certificates of deposit

Total available for sale securities

The following is a summary of held to maturity securities:

September 30, 2024

March 31, 2025

Treasury securities

8 unchanged sentences

Greater Than 12 Months

September 30, 2024 - Available for Sale

March 31, 2025 - Available for Sale

Obligations of U.S.

3 unchanged sentences

Corporate notes

September 30, 2024 - Held to Maturity

March 31, 2025 - Held to Maturity

Treasury securities

5 unchanged sentences

Corporate notes

Certificate of deposits

December 31, 2024 - Held to Maturity

Treasury securities

Obligations of states and political subdivisions

As of September 30, 2024, no allowance for credit losses has been recognized on available for sale securities in an unrealized loss position as the Company does not believe any of the debt securities are credit impaired.

As of March 31, 2025, and December 31, 2024, no allowance for credit losses has been recognized on available for sale securities in an unrealized loss position as the Company does not believe any of the debt securities are credit impaired.

This is based on the Company’s analysis of the risk characteristics, including credit ratings, and other qualitative factors related to these securities.

The issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities.

As of September 30, 2024, the Company did not intend to sell these securities and it was more likely than not that the Company would not be required to sell the debt securities before recovery of their amortized cost, which may be at maturity.

As of March 31, 2025, the Company did not intend to sell these securities and it was more likely than not that the Company would not be required to sell the debt securities before recovery of their amortized cost, which may be at maturity.

The unrealized losses have occurred as a result of changes in interest rates, market spreads and market conditions subsequent to purchase, not credit deterioration.

1 unchanged sentence

Treasury securities have the full faith and credit backing of the United States Government.

The following is a summary of amortized cost and estimated fair value of securities by contractual maturity as of September 30, 2024.

The following is a summary of amortized cost and estimated fair value of securities by contractual maturity as of March 31, 2025.

Contractual maturities will differ from expected maturities for mortgage-backed securities because borrowers may have the right to call or prepay obligations without penalties.

6 unchanged sentences

Mortgage-backed securities

As of September 30, 2024 and December 31, 2023, the carrying values of securities pledged to secure public deposits, securities sold under repurchase agreements, and for other purposes required or permitted by law were approximately $ 140.0 million and $ 204.8 million, respectively.

There were no sales of securities available for sale during the three months ended September 30, 2024 or 2023.

Sales of securities available for sale produced $ 10.2 million in proceeds with immaterial gross losses for the nine months ended September 30, 2024.

Sales of securities available for sale produced $ 34.2 million in proceeds, $ 0.1 million in gross gains and $ 0.2 million in gross losses for the nine months ended September 30, 2023.

As of March 31, 2025 and December 31, 2024, the carrying values of securities pledged to secure public deposits and for other purposes required or permitted by law were approximately $ 265.6 million and $ 273.4 million, respectively.

There were no sales of securities available for sale during the three months ended March 31, 2025.

Sales of securities available for sale produced $ 10.2 million in proceeds with immaterial gross losses for the three months ended March 31, 2024.

NOTE 4 – LOANS, ALLOWANCE FOR CREDIT LOSSES, AND CREDIT QUALITY

The following table presents total loans by portfolio segment and class of loan as of September 30, 2024 and December 31, 2023:

The following table presents total loans by portfolio segment and class of loan as of March 31, 2025 and December 31, 2024:

Commercial/industrial

7 unchanged sentences

More information regarding the Company’s methodology related to the ACL-Loans can be found in the Company’s Annual Report.

The Company utilized the high-end range of the Federal Reserve Bank Open Market Committee forecast for national unemployment and the low-end range for national GDP growth at September 30, 2024 and December 31, 2023.

As of September 30, 2024, the Company anticipates the national unemployment rate to rise during the forecast period and the national GDP growth rate to decline.

The Company utilized the high-end range of the Federal Reserve Bank Open Market Committee forecast for national unemployment and the low-end range for national GDP growth at March 31, 2025 and December 31, 2024.

As of March 31, 2025, the Company anticipates the national unemployment rate to rise during the forecast period and the national GDP growth rate to decline.

The Company utilized long-term averages for the remaining loss drivers.

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

December 31, 2024

Beginning Balance

Adoption of ASU 2016-13

ACL on PCD loans acquired

Provision for credit losses

1 unchanged sentence

Ending Balance

A summary of the activity in the ACL - Loans by loan type for the nine months ended September 30, 2024 is summarized as follows:

A summary of the activity in the ACL - Loans by loan type for the three months ended March 31, 2025 is summarized as follows:

Real Estate -

1 unchanged sentence

ACL - Loans - January 1, 2025

ACL - Loans - September 30, 2024

A summary of the activity in the ACL – Loans by loan type for the nine months ended September 30, 2023 is summarized as follows:

ACL - Loans - March 31, 2025

A summary of the activity in the ACL – Loans by loan type for the three months ended March 31, 2024 is summarized as follows:

Real Estate -

1 unchanged sentence

ACL - Loans - January 1, 2024

Adoption of ASU 2016-13

ACL - Loans on PCD loans acquired

ACL - Loans - September 30, 2023

ACL - Loans - March 31, 2024

In addition to the ACL-Loans, the Company has established an allowance for credit losses on unfunded commitments (“ACL-Unfunded Commitments”), classified in other liabilities on the consolidated balance sheets.

This allowance is maintained to absorb losses arising from unfunded loan commitments, and is determined quarterly based on methodology similar to the methodology for determining the ACL-Loans.

The ACL - Unfunded Commitments was $ 2.9 million and $ 3.8 million at September 30, 2024 and December 31, 2023, respectively.

The ACL - Unfunded Commitments was $ 2.9 million at March 31, 2025 and December 31, 2024, respectively.

See Note 10 for further information on commitments.

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

December 31, 2024

2 unchanged sentences

Total provision for credit losses

The Company’s past due and non-accrual loans as of September 30, 2024 is summarized as follows:

allocated ACL

The Company’s past due and non-accrual loans as of March 31, 2025 is summarized as follows:

Commercial/industrial

4 unchanged sentences

The Company’s past due and non-accrual loans as of December 31, 2024 is summarized as follows:

allocated ACL

Commercial/industrial

3 unchanged sentences

Residential 1‑4 family

Interest recognized on non-accrual loans is considered immaterial to the consolidated financial statements for the nine months ended September 30, 2024 and 2023.

Interest recognized on non-accrual loans is considered immaterial to the consolidated financial statements for the three months ended March 31, 2025 and 2024.

A loan is considered to be collateral dependent when, based upon management’s assessment, the borrower is experiencing financial

6 unchanged sentences

Collateral Type

As of September 30, 2024

As of March 31, 2025

Business Assets

31 unchanged sentences

Amortized Cost Basis by Origination Year

As of September 30, 2024

As of March 31, 2025

Commercial/industrial

29 unchanged sentences

Total current-period gross charge-offs

Loans that were both experiencing financial difficulty and were modified during the nine months ended September 30, 2024 and 2023, were insignificant to these consolidated financial statements.

Loans that were both experiencing financial difficulty and were modified during the three months ended March 31, 2025 and 2024, were insignificant to these consolidated financial statements.

NOTE 5 – MORTGAGE SERVICING RIGHTS

9 unchanged sentences

Following is an analysis of activity in the MSR asset:

Nine Months Ended

September 30, 2024

Three Months Ended

March 31, 2025

December 31, 2024

8 unchanged sentences

Mortgage servicing rights as a percent of loans serviced for others

The primary economic assumptions utilized by the Company in measuring the value of MSRs were constant prepayment speeds of 8.4 and 7.5 months as of September 30, 2024 and December 31, 2023, respectively, and discount rates of 10.19 % as of each of those periods.

The primary economic assumptions utilized by the Company in measuring the value of MSRs were constant prepayment speeds of 8.1 and 8.2 months as of March 31, 2025 and December 31, 2024, respectively, and discount rates of 10.18 % as of each of those periods.

The constant prepayment speeds are obtained from publicly available sources for each of the loan programs the Company originates under.

1 unchanged sentence

The Company utilizes FHLB advances to fund liquidity.

The Company had outstanding balances borrowed from the FHLB of $ 135.5 million at September 30, 2024 and $ 35.5 million as of December 31, 2023.

The Company had outstanding balances borrowed from the FHLB of $ 135.0 million at March 31, 2025 and $ 135.5 million as of December 31, 2024.

The advances, rate, and maturities of FHLB advances were as follows:

September 30,

Fixed rate, fixed term

10 unchanged sentences

Future maturities of borrowings were as follows:

September 30,

1 year or less

As of September 30, 2024, the Company had borrowing availability at the FHLB totaling $ 672.8 million in addition to the existing borrowings noted in the tables above.

As of March 31, 2025, the Company had borrowing availability at the FHLB totaling $ 478.5 million in addition to the existing borrowings noted in the tables above.

NOTE 7 – SUBORDINATED NOTES AND JUNIOR SUBORDINATED DEBENTURES

3 unchanged sentences

These notes are callable on or after January 1, 2026 and qualify for Tier 2 capital for regulatory purposes.

The Company had outstanding balances of $ 6.0 million under these agreements at September 30, 2024 and December 31, 2023.

The Company had outstanding balances of $ 6.0 million under these agreements at March 31, 2025 and December 31, 2024.

During August 2022, the Company entered into subordinated note agreements with an individual.

The Company had outstanding balances of $ 6.0 million under these agreements as of September 30, 2024 and December 31, 2023.

The Company had outstanding balances of $ 6.0 million under these agreements as of March 31, 2025 and December 31, 2024.

These notes were issued with 10 -year maturities, carry interest at a fixed rate of 5.25 % through August 6, 2027, and at a variable rate thereafter, payable quarterly.

These notes are callable on or after August 6, 2027 and qualify for Tier 2 capital for regulatory purposes.

As a result of the acquisition of Hometown during February 2023, the Company acquired all of the common securities of Hometown’s wholly-owned subsidiaries, Hometown Bancorp, Ltd.

Capital Trust I (“Trust I”) and Hometown Bancorp, Ltd.

Capital Trust II (“Trust II”).

The Company also assumed adjustable rate junior subordinated debentures issued to these trusts.

The junior subordinated debentures issued to Trust I and Trust II totaled $ 4.1 million and $ 8.2 million, respectively, carried interest at floating rates resetting on each quarterly payment date, and were due on January 7, 2034 and December 15, 2036, respectively.

Applicable discounts originally totaling $ 1.5 million were recorded to carry the assumed debentures at their then estimated fair value and were being accreted to interest expense over the remaining life of the debentures.

Both junior subordinated debentures were redeemable by the Company, subject to prior approval by the Federal Reserve Bank, on any quarterly payment date.

The junior subordinated debentures represented the sole asset of Trust I and Trust II.

The trusts were not included in the Company’s consolidated financial statements.

The net effect of all agreements assumed with respect to Trust I and Trust II is that the Company, through payments on its debentures, was liable for the distributions and other payments required on the trusts’ preferred securities.

Trust I and Trust II also provided the Company with $ 12.0 million in Tier 1 capital for regulatory capital purposes.

The Company redeemed the junior subordinated debenture related to Trust II during December 2023 and the junior subordinated debenture related to Trust I during January 2024, resulting in the trusts’ dissolution.

As a result of the redemption of the junior subordinated debenture related to Trust II and notification of the Company’s intent to redeem the junior subordinated debenture of Trust I prior to December 31, 2023, the Company amortized the remaining original fair value discounts into interest expense during December 2023.

NOTE 8 – REGULATORY MATTERS

4 unchanged sentences

Under regulatory guidance for non-advanced approaches institutions, the Bank and Company are required to maintain minimum amounts and ratios of common equity Tier I capital to risk-weighted assets, including an additional conservation buffer determined by banking regulators.

As of September 30, 2024 and December 31, 2023, this buffer was 2.5 %.

The Bank met all capital adequacy requirements to which they are subject as of September 30, 2024 and December 31, 2023.

As of March 31, 2025 and December 31, 2024, this buffer was 2.5 %.

The Bank met all capital adequacy requirements to which they are subject as of March 31, 2025 and December 31, 2024.

Actual and required capital amounts and ratios are presented below at period-end:

6 unchanged sentences

Action Provisions

September 30, 2024

March 31, 2025

Total capital (to risk-weighted assets):

7 unchanged sentences

Tier 1 capital (to average assets):

NOTE 9 – SEGMENT INFORMATION

The Company’s single reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker, based upon information provided by the Company’s products and services offered, primarily banking operations.

The segment is also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review the performance of various components of the business such as branches, which are then aggregated as operating performance, products and services, and customers are similar.

The chief operating decision maker will then evaluate the financial performance of the Company’s business components such as by evaluating significant revenues and expenses and budget to actual results in assessing the Company’s segment and in the determination of allocating resources.

The chief decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets.

The chief decision maker uses consolidated net income and return on assets to benchmark the Company against its competitors.

The benchmarking analysis, coupled with monitoring of budget to actual results, are used in the assessment of performance and in establishing compensation.

Loans, investments, service charges, and deposits in other banks provide the significant revenues in the banking operation.

Interest expense, provisions for credit losses, data processing and payroll provide the significant expenses in the banking operation.

All operations are domestic.

Information reported internally for performance assessment by the chief operating decision maker is identical to that which is shown in the Consolidated Statements of Income.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

Fair value is based on fees currently charged to enter into similar agreements and for fixed rate commitments also considers the difference between current levels of interest rates and committed rates.

The notional amount of rate-lock commitments at September 30, 2024 and December 31, 2023 was approximately $ 15.7 million and $ 5.9 million, respectively.

The notional amount of rate-lock commitments at March 31, 2025 and December 31, 2024 was approximately $ 9.6 million and $ 8.2 million, respectively.

The fair value of these rate-lock commitments are not material to these financial statements and have not been recorded.

6 unchanged sentences

Notional Amount

September 30, 2024

March 31, 2025

December 31, 2024

12 unchanged sentences

for Identical

September 30, 2024

March 31, 2025

Securities available for sale

7 unchanged sentences

Securities available for sale

Treasury securities

Obligations of U.S.

3 unchanged sentences

Corporate notes

Certificates of deposit

Mortgage servicing rights

4 unchanged sentences

for Identical

September 30, 2024

March 31, 2025

Loans individually evaluated, net of reserve

6 unchanged sentences

Valuation Technique

As of September 30, 2024

As of March 31, 2025

Third party appraisals, sales contracts or brokered price options

9 unchanged sentences

Collateral discounts and discount rates

The carrying value and estimated fair value of financial instruments not measured and reported at fair value on a recurring or non-recurring basis at September 30, 2024 and December 31, 2023 are as follows:

September 30, 2024

The carrying value and estimated fair value of financial instruments not measured and reported at fair value on a recurring or non-recurring basis at March 31, 2025 and December 31, 2024 are as follows:

March 31, 2025

Financial assets:

13 unchanged sentences

Financial liabilities:

Securities sold under repurchase agreements

Notes payable

Subordinated notes

Junior subordinated debentures

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation.

19 unchanged sentences

The number of shares of Company stock that may be issued pursuant to awards under the 2020 Plan shall not exceed, in the aggregate, 700,000 .

As of September 30, 2024, 100,954 shares of Company stock have been awarded under the 2020 Plan.

As of March 31, 2025, 124,054 shares of Company stock have been awarded under the 2020 Plan.

Compensation expense for restricted stock is based on the fair value of the awards of Bank First Corporation common stock at the time of grant.

The value of restricted stock grants that are expected to vest is amortized into expense over the vesting periods.

For the three months ended September 30, 2024 and 2023, compensation expense of $ 0.5 million and $ 0.6 million, respectively, was recognized related to restricted stock awards.

For the nine months ended September 30, 2024 and 2023, compensation expense of $ 1.6 million and $ 1.6 million, respectively, was recognized related to restricted stock awards.

As of September 30, 2024, there was $ 2.5 million of unrecognized compensation cost related to non-vested restricted stock awards granted under the plan.

For the three months ended March 31, 2025 and 2024, compensation expense of $ 0.6 million and $ 0.6 million, respectively, was recognized related to restricted stock awards.

As of March 31, 2025, there was $ 3.8 million of unrecognized compensation cost related to non-vested restricted stock awards granted under the plan.

That cost is expected to be recognized over a weighted average period of 1.96 years.

The aggregate grant date fair value of restricted stock awards that vested during the nine months ended September 30, 2024, was approximately $ 2.1 million.

The aggregate grant date fair value of restricted stock awards that vested during the three months ended March 31, 2025, was approximately $ 2.1 million.

For the period ended

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

Average Grant-

6 unchanged sentences

Outstanding at end of period

NOTE 13 – SUBSEQUENT EVENT

On April 25, 2025, the Company’s Board of Directors declared a special cash dividend of $ 3.50 per share of the Company’s common stock.

This dividend is payable on May 16, 2025, to shareholders of record on May 9, 2025.

This special dividend is in addition to the Company’s regular quarterly cash dividend of $ 0.45 , which was declared on April 15, 2025, and is payable on July 9, 2025, to shareholders of record on June 25, 2025.

The aggregate amount of this special dividend will approximate $ 35.0 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements