What changed in this filing

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Item 4. Controls and Procedures

2026-05-11 compared with 2025-11-07 · 32 added, 8 removed, 2 unchanged (95% of the section changed)

Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness as of September 30, 2025 of our disclosure controls and

procedures, as defined Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and

operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures.

Based on this evaluation, our Chief Executive Officer

and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the fiscal quarter covered by this Form 10-Q.

Evaluation of Disclosure Controls and Procedures

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Securities Exchange Act of 1934) as of March 31, 2026.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026.

This conclusion is due to

the material weaknesses in our internal control over financial reporting that were previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, which have not yet been fully remediated.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September

30, 2025 that has materially affected, or is reasonably likely to materially affect, such controls.

As disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2025, management identified the following material weaknesses in our internal control over financial reporting:

Deposit operations;

Related party transactions;

Reconciliations;

Financial statement disclosures;

Segregation of duties;

Completeness and accuracy of information produced by the entity;

Information technology general controls;

The control activities component of internal control.

Management is committed to the remediation of these material weaknesses.

During the quarter ended March 31, 2026, we continued to implement our remediation plan, and these ongoing efforts represent a

change in our internal control over financial reporting.

Specific remediation activities undertaken during the quarter include:

Continued engagement of third-party consultants to assist in our remediation design and implementation.

Began redesigning and formalizing key controls related to deposit operations and the financial statement disclosure process.

Implemented enhanced procedures and monitoring controls for account reconciliations and the complete identification of related party transactions.

Initiated enhancements to our information technology general controls, including processes related to access management and change management.

The material weaknesses will not be considered fully remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that the controls are

operating effectively.

Other than these ongoing remediation efforts, there were no other changes in our internal control over financial reporting during the quarter ended March 31, 2026, that have materially affected, or are reasonably

likely to materially affect, our internal control over financial reporting.

Legal Proceedings

From time to time, the Company or the Bank is a party to claims and legal proceedings arising in the ordinary course of business.

Management does not believe any

present litigation or the resolution thereof will have a material adverse effect on the business, consolidated financial condition or results of operations of the Company.

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

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 4. Controls and Procedures